EZCORP, Inc. (Nasdaq: EZPW) announced today that it has entered into a new merger agreement to acquire 100% of the equity ownership of Value Financial Services, Inc.. The agreement is a successor to negotiations between the companies that were terminated on August 8, 2008, and then recommenced in late August.
In the merger agreement, EZCORP agrees to exchange three-quarters of a share of EZCORP's Class A Non-voting Common Stock for each of the approximate 6,646,000 shares of Value's common stock. EZCORP also agrees to pay cash consideration of $11.00 per share in lieu of EZPW shares for up to 20% of the outstanding Value shares.
Assuming today's EZPW closing price of $16.35 and that 20% of the Value shares are acquired with cash, the purchase price will be approximately $115.9 million plus potential contingent payments. This purchase price is comprised of $79.8 million paid to Value shareholders, assumption of estimated debt of $35.3 million and estimated transaction costs of $0.8 million.
Assuming 20% of Value shares are acquired for cash, the consideration paid to Value Financial Services shareholders will be comprised of $14.6 million cash and the issuance of approximately 3,988,000 shares of EZPW. The final purchase price will depend on the closing market price of EZPW on the day prior to closing plus any subsequent contingent payments as described in the Merger Agreement.
The transaction is expected to close by December 31, 2008. The agreement provides for a $5 million break up fee payable to EZCORP, should the transaction fail to close due to certain conditions including the failure of Value's shareholders to approve the deal. Value currently operates 67 pawnshops: 60 in Florida, four in Tennessee and three in Georgia.
EZCORP's President and Chief Executive Officer, Joe Rotunda, stated, "I am delighted that we have agreed to terms on this acquisition that are a win for both shareholder groups. The structure of the transaction allows us to move forward with a conservative capital structure and the flexibility to take advantage of future opportunities."
"After closing this transaction, we will become the largest operator of pawnshops in the state of Florida. This complements last year's acquisition of the second largest operator in Colorado, solidifying our number one position in that state; and our recently announced agreement to acquire the second largest Nevada pawn operator, Pawn Plus."
Rotunda concluded, "In addition to acquiring strong stores in an excellent market, we are getting a great management team. John Thedford, the CEO of Value, will be leading our pawn organization in the U.S. and Mexico as the President of EZPAWN Worldwide." -- EZCORP, Inc.
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