The boards of directors of both companies have approved the agreement under which Access Plans will merge with an Aon Affinity subsidiary. The holders of a majority of the outstanding shares of common stock of Access Plans executed written consents approving and adopting the merger agreement and the merger shortly after the execution of the definitive merger agreement by the parties. No additional shareholder action is required.
Under the terms of the agreement, Aon Affinity will acquire all of the outstanding shares of and options to acquire Access Plans common stock for an aggregate consideration of approximately $70.1 million in cash, subject to downward adjustment to the extent that the amount of cash held by Access Plans at closing, net of indebtedness, transaction costs and certain other expenses, is less than $15 million. Assuming a net cash amount of $15 million, the per share cash consideration is estimated to be $3.30; however, the actual per share merger consideration will be determined by the formula set forth in the merger agreement.
Access Plans is the nation's largest membership plan provider in the specialty rent-to-own market space. The company bundles a broad range of non-insurance products and services - from discounted medical, dental, vision and pharmacy services to groceries, restaurant meals and hotel rooms. These plans are sold to consumers primarily through more than 300 retail and rent-to-own businesses. Access Plans recently divested its insurance marketing division. As a part of Aon Affinity, Access Plans is expected to add approximately $18 million of revenue to Aon's financials.
Aon Affinity specializes in providing custom insurance and risk management programs to more than 200 major professional associations and corporations, serving 16.5 million individual customers.
"At Access Plans, we provide opportunities for people to save money on the things they spend money on every day and offer access to products and services they might otherwise be unable to afford," said Danny Wright, chairman and chief executive officer of Access Plans. "This sale represents a natural step for us. Becoming a part of the leading risk advisory firm translates into a positive outcome for our shareholders, greater options and value for our clients and increased opportunities for our colleagues."
"Access Plans' expertise perfectly complements our business model," said Kevin Garvin, CEO of Aon Affinity. "We share a commitment to creating revenue for our business partners, offering differentiated products and services to the public and delivering unmatched value to our clients."
Aon Affinity President Bill Vit added, "Continued growth is a top priority at Aon Affinity, and the addition of Access Plans opens up an exciting new market and discount product portfolio for us. Our ability to attract new channel partners will be greatly enhanced by bundling Aon Affinity specialty insurance offers with Access consumer discount products."
The executive team and administrative staff of Access Plans will remain in their Norman, Okla. and Irving, Texas locations. Access Plans will operate as a business unit of Aon Affinity, which is based in Hatboro, Penn.
The transaction is expected to close during the second quarter of 2012 and is subject to various closing conditions.