Element Financial Corporation
TSX : EFN

Element Financial Corporation

July 22, 2015 21:07 ET

Element Announces Early Termination of Hart-Scott-Rodino Waiting Period for Its Pending Acquisition of GE Capital's U.S. Fleet Operations

TORONTO, ONTARIO--(Marketwired - July 22, 2015) - Element Financial Corporation (TSX:EFN) ("Element" or the "Company"), one of North America's leading equipment finance companies, announced today that the United States Federal Trade Commission has granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 ("HSR Act") with respect to the Company's pending acquisition of the U.S.-based fleet management operations of GE Capital.

As previously announced on June 29, 2015, Element and GE Capital entered into a definitive agreement pursuant to which Element would acquire GE Capital's fleet management operations in the U.S., Mexico, Australia and New Zealand (the "GE Fleet Acquisition") for an all-cash purchase price of C$8.6 billion. Termination of the HSR Act waiting period satisfies one of the conditions to closing the proposed transaction. Subject to the satisfaction of the other customary closing conditions, the U.S. and Mexican transaction is expected to close in the third quarter of 2015 and the Australian and New Zealand transaction in the fourth quarter of 2015.

In keeping with the stated operating policies of the Company to match its assets and liabilities, the Company also confirmed that the proceeds from the equity financing which closed on May 29, 2015, were concurrently hedged into US dollars on that same date while the bank financed portion of the GE Fleet Acquisition purchase price was hedged with respect to both currency and interest rates concurrent with the transaction announcement on June 29, 2015.

About Element Financial Corporation

With total assets of approximately C$21 billion after giving effect to the GE Fleet Acquisition, Element Financial Corporation is one of North America's leading fleet management and equipment finance companies. Element operates across North America in four verticals of the equipment finance market - Fleet Management, Commercial & Vendor Finance, Rail Finance and Aviation Finance.

Forward Looking Statements

This release includes forward-looking statements regarding Element and its business. Such statements are based on the current expectations and views of future events of Element's management. In some cases the forward-looking statements can be identified by words or phrases such as "may", "will", "expect", "plan", "anticipate", "intend", "potential", "estimate", "believe" or the negative of these terms, or other similar expressions intended to identify forward-looking statements. Forward-looking statements in this release include those related to potential acquisition opportunities for Element, the proposed financing of such potential acquisition opportunities, and Element's ability to successfully complete any potential acquisition opportunity on the expected timeframes or at all. The forward-looking events and circumstances discussed in this release may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting Element, including risks regarding the equipment finance industry, economic factors and many other factors beyond the control of Element. No forward-looking statement can be guaranteed. Forward-looking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statement or information. Accordingly, readers should not place undue reliance on any forward-looking statements or information. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and Element undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

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