ADFITECH, Inc., a Quality Control, Due Diligence, and Fulfillment Provider, to be Acquired by Mortgage Connect LP as they Move Closer to Delivering Comprehensive "Life-of-Loan" Services and Solutions

Rhea-AI Summary

ADFITECH, Inc. (OTC: ADFT) has entered into a definitive merger agreement with Mortgage Connect, LP, for approximately $29 million in cash, resulting in a per share price of $3.6343, representing an 81.72% premium over ADFITECH's closing price on March 9, 2022. The merger was approved by 63.16% of ADFITECH's shareholders and is set to close in about 21 days pending customary conditions. This merger aims to create a stronger mortgage service provider, leveraging technology and enhancing customer service across the industry.

Positive

• Merger with Mortgage Connect valued at approximately $29 million.
• 81.72% premium on the share price reflects recognition of ADFITECH's value.
• Expected synergies to enhance service levels and technology integration.

Negative

• Merger subject to customary closing conditions, which may delay finalization.
• ADFITECH will cease trading on the OTC Market post-merger.

EDMOND, Okla., March 9, 2022 /PRNewswire/ -- ADFITECH, Inc ("ADFITECH" or the "Company") (OTC: ADFT), a leading provider of mortgage services in North America, and Mortgage Connect, LP, through one of its controlled subsidiaries ("Mortgage Connect") announced today that it has entered into a definitive merger agreement (the "Merger Agreement") under which Mortgage Connect will acquire all of the outstanding shares of ADFITECH for an aggregate purchase price of approximately $29 million in cash.  The aggregate purchase price represents a per share purchase price of approximately $3.6343, or a premium of approximately 81.72% over ADFITECH's closing price on March 9, 2022.  As described in the Merger Agreement, the per share purchase price remains subject to adjustment at closing for ADFITECH's expenses, closing net working capital, and indebtedness.   Upon closing of the merger, ADFITECH will become a subsidiary of Mortgage Connect and cease being traded on the OTC Market: Pink Market.

The Merger Agreement was approved by 63.16% of ADFITECH's stockholders by written consent on March 9, 2022. ADFITECH will promptly deliver notice of this stockholder action to its registered stockholders, along with an information statement providing detailed information regarding the merger.  The merger is subject to customary closing conditions and, subject to receipt of approval of the delisting of ADFITECH's stock from the OTC Market, is expected to close approximately 21 days following the delivery of the notice and information statement to ADFITECH stockholders.

For 40 years, ADFITECH has established itself as a premium provider of quality control, due diligence, fulfillment, and document management services to the mortgage industry.  Mortgage Connect is a prominent nationwide provider of mortgage origination, servicing and capital market solutions, serving 9 of the top 10 lenders and 17 of the top 20 servicers, in addition to institutional investors.  The combination of the two companies will provide significant benefits to customers by offering truly seamless life-of-loan services, enhanced service levels, and cutting-edge technology allowing for digitalization of virtually every touch point.

Jon Sion, Chairman of the Board of ADFITECH, said, "Following a comprehensive review of strategic alternatives, our Board has unanimously determined that this agreement is in the best interest of the Company and our stockholders. We view this transaction as appropriately recognizing the value of ADFITECH's market leading services."

Tom Apel, Chief Executive Officer of ADFITECH, said "This combination creates a national leader of services for the Mortgage Industry with a strengthened foundation better able to serve our clients both in times of uncertainty in interest rates and origination volumes as well as growth. Further, our partnership with Mortgage Connect creates an opportunity to continue to accelerate our technology investments that will create a truly differentiated provider for the Mortgage Industry."

"After a significant amount of time spent looking for the perfect partner, the best choice was ADFITECH, a company with a history of strong leadership and one that shares the same standards of innovation and of creating the best possible customer experience," said Jeff Coury, CEO of Mortgage Connect.  "The purchase was not only a natural cultural fit, but also delivers a breadth of products and services that is unmatched in the industry."

Cowen is serving as financial advisor and McAfee & Taft is serving as legal advisor to ADFITECH. Stephens Inc. is providing a fairness opinion to ADFITECH's board of directors.  The Coury Firm is serving as the exclusive financial advisor and SmithAmundsen LLC is serving as legal advisor to Mortgage Connect.

About ADFITECH, Inc.

Founded in 1982, ADFITECH has earned an impeccable reputation in the mortgage industry as the premier provider of outsourced mortgage quality control, due diligence and mortgage fulfillment services.  From its 15-acre corporate campus in Edmond, Oklahoma, ADFITECH's army of dedicated employees review and validate countless pieces of critical information vital to the wellbeing of an ever increasingly regulated mortgage industry.

For more information on ADFITECH, visit ADFITECH's website at www.adfitech.com.

About Mortgage Connect LP

Mortgage Connect is a Pittsburgh, PA headquartered national mortgage service provider, serving the Origination, Default, Valuation, Critical Communications, and Capital Markets sectors.  With additional offices in New York, Texas, California, Colorado, Nevada and Alabama, the company offers customizable solutions to the nation's lenders and servicers, including 9 of the top 10 and 17 of the top 20.  Through its serve-first culture, Mortgage Connect and its subsidiaries are committed to an unwavering level of communication, education and customer service on each transaction and strive to leave an overwhelmingly positive and lasting impression with the consumer, loan officer and the client. 

For more information, visit www.mortgageconnectlp.com.

Cautionary Language Regarding Forward-Looking Statements

This release contains certain forward-looking statements related to the proposed transaction between Mortgage Connect and ADFITECH, including statements regarding the benefits and the timing of the transaction. Forward-looking statements are typically identified by words or phrases such as "expects," "anticipates," "believes," "estimates," "intends," "plans to," "ought," "could," "will," "should," "likely," "appears," "projects," "seeks," "forecasts," "outlook," "may" and similar expressions. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions, which are difficult to predict. Actual outcomes and results may differ materially from those expressed or projected in such forward-looking statements.

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SOURCE ADFITECH, Inc.

FAQ

What is the merger agreement between ADFITECH and Mortgage Connect?

ADFITECH has agreed to be acquired by Mortgage Connect for approximately $29 million, with an 81.72% premium on its share price.

When is the merger between ADFITECH and Mortgage Connect expected to close?

The merger is expected to close approximately 21 days after notifying shareholders.

How much will Mortgage Connect pay per share for ADFITECH?

Mortgage Connect will pay approximately $3.6343 per share for ADFITECH, reflecting a significant premium.

What are the expected benefits of the merger for ADFITECH?

The merger is expected to enhance service levels, provide comprehensive life-of-loan services, and leverage advanced technology.

Will ADFITECH continue to trade on the OTC Market after the merger?

No, ADFITECH will cease to be traded on the OTC Market following the completion of the merger.