AR Growth Finance Corp. Acquires 95% of Probenefit S.A., an Argentine Pension, Insurance and Credit Card Company
Wednesday February 27, 9:20 am ET
MIAMI--(BUSINESS WIRE)--AR Growth Finance Corp. (“AR Growth”) (Pink Sheets:ARGW - News) announced today that it has acquired 95% of Probenefit S.A. (“Probenefit”) (the “Acquisition”). Probenefit is a privately owned Argentine based holding company comprised of pension and insurance companies as well as a consumer credit card company.
Probenefit had approximately $19.2 million in revenue and $3.2 million in profits for the year ended December 31, 2007, operating as a holding company for the following Argentine companies: (1) Unidos S.A. AFJP, a private pension plan management company, (2) Trayectoria Compañía De Seguros De Vida S.A., a life insurance company and (3) Nexo Emprendimientos S.A., a consumer credit card company.
Probenefit has just acquired control of additional pension and insurance companies during February 2008. After these acquisitions, its pension related companies will have approximately $800 million in assets under management and its insurance companies approximately $250 million in assets under management. Further, it provides its financial services through 1,000 employees in 50 offices to over 500,000 clients across Argentina.
The purchase price paid by AR Growth to Probenefit for the Acquisition was comprised of the following: (1) $7.5 million cash ($2.5 million has been paid and the remaining $5 million to be paid through the issuance of a senior note), (2) a $12 million convertible subordinated debenture (due December 15, 2010 and convertible into common stock of AR Growth at a conversion price of $2.56 per share), and (3) 11,521,055 newly issued shares of AR Growth. As a result of the Acquisition, AR Growth will have 20,266,688 shares of common stock issued and outstanding. This completed transaction supercedes the transaction described in AR Growth’s previous press release dated December 6, 2007.
Concurrent with the Acquisition, AR Growth completed a private placement of $2.5 million of its Series A 8% Convertible Preferred stock. The Series A 8% Convertible Preferred stock is convertible into shares of common stock of AR Growth at a conversion price of $2.56 per share.
AR Growth is a Delaware corporation established in 2007 to invest in finance related companies in Argentina and ultimately throughout South America. The major shareholders of AR Growth, after reflecting the above described Acquisition, are (1) SFN Santafesina de Negocios S.A. (“SFN”) – Inversora Castellanos S.A., Argentine companies directed by former managers of Unidos S.A. AFJP and SanCor, the largest dairy cooperative in Argentina, (2) Administracion de Carteras S.A., an Argentine investment banking advisory company and (3) Southern Trust Securities Holding Corp. (OTC:SOHL - News), a Florida based holding company for Southern Trust Securities, Inc., a registered broker dealer and investment banking firm.
Prior to the Acquisition, Probenefit consummated a series of transactions whereby it acquired another pension and insurance company and is in the process of combining their operations. These transactions, as well as the Acquisition, are subject to the final approval by Argentina’s government agencies that supervise the pension and insurance industries. Such approvals are expected shortly and the management of AR Growth and Probenefit are confident that such approvals will be granted.
As a result of the Acquisition, Probenefit will own 60% of the combined pension business, which is comprised of Unidos S.A. AFJP and AFJP Prorenta S.A. Also as a result of the Acquisition, Probenefit will own approximately 100% of the insurance business, which is comprised of four different insurance entities: Trayectoria Compania de Seguros de Vida S.A., Profuturo Cia. De Seguros de Vida S.A., Profuturo Cia De Seguro de Retiro S.A. and Unidos Seguros de Retiro S.A. Lastly, Probenefit owns 100% of its consumer credit card business which operates as Nexo Emprendimientos S.A.
Mr. Kevin Fitzgerald, Chief Executive Officer and Director of AR Growth commented: “This transaction is AR Growth’s first acquisition and will give us an excellent platform to execute our business plan more aggressively. Probenefit’s management team provides our company with the necessary resources to focus on the profitable and stable growth of the pension and insurance business while at the same time growing rapidly the consumer credit card business. We believe strongly in the growth of the financial services sector in Argentina and we have positioned AR Growth to become one of the industry leaders.”
Mr. Oscar Cerutti, a Director of AR Growth, also commented: “As a prior member of management of SanCor and a current member of the Board of Directors of SFN, I am very excited to see this Acquisition take place. Having AR Growth, a public company in the U.S., become the holding company for Probenefit’s operations will provide Probenefit better access to the capital markets allowing it to grow in all its business segments more efficiently. We are looking forward to building AR Growth into an important financial concern.”