United Capital says Petrocelli withdrew acquisition proposal

By Jennifer Chiou

New York, July 25 - United Capital Corp. announced that the special committee of its board of directors received notice from A.F. Petrocelli that his offer to acquire the company's common stock has been withdrawn due to market conditions.

On July 17, the company said it formed a special committee of independent directors to review the offer from the chairman, president and chief executive officer.

In commenting on the announcement, Petrocelli noted: "The offer was made in the best interest of shareholders who incurred an unexplained decline in the market price for the company's stock, but recent market conditions have improved, eliminating the need for this action."

Petrocelli previously proposed acquiring all of United Capital's outstanding common stock for $23 cash per share in an 8-K filed with the Securities and Exchange Commission.

The per-share offer price was a 17.7% premium over the average closing price of United Capital's common stock for the last five trading days.

According to the filing, the total estimated value of Petrocelli's proposed transaction was $270 million, including contributions of the existing equity of Petrocelli, his family members and some senior executives of the company.

The offer was not contingent on financing, the filing said.

United Capital and its subsidiaries own and manage real estate and hotel properties and provide engineered products to industrial and automotive markets. The company is based in Great Neck, N.Y.

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