ADFITECH, Inc., a provider of quality control, due diligence and execution, to be acquired by Mortgage Connect LP as they move closer to providing comprehensive “life of loan” services and solutions
EDMOND, Okla., March 9, 2022 /PRNewswire/ — ADFITECH, Inc (“ADFITECH” or the “Company”) (OTC:ADFT), a leading provider of mortgage services in North Americaand Mortgage Connect, LP, through one of its controlled subsidiaries (“Mortgage Connect”) today announced that they have entered into a definitive merger agreement (the “Merger Agreement”) pursuant to which Mortgage Connect will acquire all of the outstanding shares of ADFITECH for an aggregate purchase price of approximately $29 million in liquid. The aggregate purchase price represents a purchase price per share of approximately $3.6343i.e. a premium of approximately 81.72% compared to the closing price of ADFITECH on March 9, 2022. As described in the merger agreement, the purchase price per share remains subject to adjustment at closing of ADFITECH’s expenses, closing net working capital and indebtedness. Upon closing of the merger, ADFITECH will become a subsidiary of Mortgage Connect and will cease to be listed on the OTC market: Pink Market.
The merger agreement was approved by 63.16% of ADFITECH shareholders by written consent on March 9, 2022. ADFITECH will promptly deliver notice of such shareholder action to its registered shareholders, together with a newsletter providing detailed information about the merger. The merger is subject to customary closing conditions and, subject to receipt of approval to delist ADFITECH’s shares from the OTC market, is expected to close approximately 21 days after the delivery of the notice and declaration of information to ADFITECH shareholders.
For 40 years, ADFITECH has established itself as a leading provider of quality control, due diligence, execution and document management services for the mortgage industry. Mortgage Connect is a leading national provider of mortgage origination, management 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 deliver significant benefits to customers by offering truly seamless loan lifetime services, enhanced service levels, and advanced technology enabling the digitization of virtually every touch point.
Jon Sion, Chairman of ADFITECH’s Board of Directors, said, “Following a comprehensive review of strategic alternatives, our Board of Directors has unanimously determined that this agreement is in the best interest of the company and our shareholders. We view this transaction as a fitting recognition of the value of ADFITECH’s market-leading services.”
Tom ApellPresident and CEO of ADFITECH, said, “This combination creates a national leader in services for the mortgage industry with a strengthened base better able to serve our customers both in times of interest rate uncertainty and origination volumes as well as in times of growth. Additionally, 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 considerable time spent searching for the ideal partner, the best choice fell on ADFITECH, a company with a history of strong leadership and which shares the same standards of innovation and creating the best possible customer experience”, said Jeff Courry, CEO of Mortgage Connect. “The purchase was not only a natural cultural fit, but also offers an industry-leading range of products and services.”
Cowen is financial advisor and McAfee & Taft is legal advisor to ADFITECH. Stephens Inc. provides a fairness opinion to ADFITECH’s board of directors. The Coury Firm is the exclusive financial advisor and SmithAmundsen LLC is the 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 loan quality control, due diligence and mortgage enforcement services. From its 15-acre corporate campus to Edmund, OklahomaADFITECH’s army of dedicated employees review and validate countless pieces of information critical to the well-being of an increasingly regulated mortgage industry.
For more information about ADFITECH, visit the ADFITECH website at www.adfitech.com.
About Mortgage Connect LP
Mortgage Connection is a Pittsburgh, Pennsylvania national mortgage services provider headquartered in origination, default, valuation, critical communications and capital markets. With additional offices at new York, Texas, California, Colorado, Nevada and Alabamathe company offers customizable solutions to lenders and service providers nationwide, including 9 of the top 10 and 17 of the top 20. Through its service-first culture, Mortgage Connect and its affiliates are committed to an unwavering level of communication, education and clientele. service on every transaction and strive to leave an extremely positive and lasting impression with the consumer, loan officer and client.
For more information, visit www.mortgageconnectlp.com.
Caution Regarding Forward-Looking Statements
This release contains certain forward-looking statements relating to the proposed transaction between Mortgage Connect and ADFITECH, including statements regarding the benefits and timing of the transaction. Forward-looking statements are generally identified by words or phrases such as “expects”, “anticipates”, “believes”, “estimates”, “intends”, “plans”, “should”, “could”, “will”, “should”, “probably”, “appears”, “plans”, “seeks”, “plans”, “prospects”, “may” and similar expressions. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Actual results may differ materially from those expressed or projected in these forward-looking statements.