Rand Capital Corp. shareholders voted to approve the company's $25 million acquisition by EAST Asset Management LLC at a May 16 special meeting.
Under the terms of the deal, Rand Capital will sell approximately 8.3 million of its common shares to East Asset for $3.00 per share. The deal will consist of approximately $13.5 million in cash and the contribution of approximately $11.5 million in portfolio assets. Upon the deal's closing, East Asset will own about 57% of outstanding Rand shares, and a new entity will be established as Rand Capital's investment adviser.
User-Friendly Phone Book LLC, the business development company's largest shareholder with a 23.0% stake, earlier filed a proxy statement asking fellow shareholders to oppose the deal. The shareholder argued that the deal would lead to a substantial dilution in shareholders' equity and that the externalization transaction was inadequately priced.
However, proxy advisory firms Institutional Shareholder Services and Glass Lewis recommended shareholders vote in favor of the deal, arguing as the company's board had conducted an exhaustive evaluation process.
The deal is expected to close in the second half, according to a press release detailing the voting results of the special meeting.
Rand Capital shareholders also voted to increased the company's authorized common shares to 100 million.