Advanced Equities Financial and Dekania Corp. (DEK) to Merge

September 15, 2008 5:43 PM EDT

Advanced Equities Financial Corp., and Dekania Corp. (Amex: DEK) have entered into a definitive agreement under which the companies will merge. Upon completion of the merger the combined entity will be known as Advanced Equities Financial Corp., and will be lead by the current Advanced Equities senior management team.

The initial merger consideration, some of which is payable to the current stockholders of Advanced Equities, and some of which will be reserved for the current warrant and option holders of Advanced Equities, consists of 20,000,000 shares of Dekania common stock. Advanced Equities' stock, option and warrant holders will also be eligible to receive up to an additional 12,500,000 Dekania shares. Up to 7,500,000 of these additional shares may be received based on Advanced Equities' achieving a certain Adjusted GAAP Net Income threshold in 2008. If fewer than 7,500,000 additional shares are issued based on 2008 Adjusted GAAP Income, the balance of those shares will be forfeited unless the targeted Adjusted GAAP Income levels below are achieved by the post-merger company in any one of the years 2009, 2010 or 2011 in which case such remaining shares will also be issued. The remaining 5,000,000 may be earned if the post-merger company achieves an Adjusted GAAP Net Income of $29.1 million in 2009, or $34 million in 2010 or $37.3 million in 2011.

At closing, Dekania expects that it will have approximately $94,500,000 in cash net of the payment of the expenses of the transaction. Such cash will be available for redemption of "no" votes or exercise of dissenters' rights, reduction or elimination of existing debt at Advanced Equities and for future acquisitions as management continues to grow the company.

Dekania Corp. is a blank check company. The Company was formed for the purpose of acquiring a business through a business combination.[SM]

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Mergers and Acquisitions

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• Advanced Equities

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