AeroCentury Corp. (NYSE American:ACY), a global aircraft leasing company announced today that the California Department of Business Oversight has determined that the terms and conditions of the offer and sale of AeroCentury common stock in AeroCentury’s proposed Merger (the “Merger”) with JetFleet Holding Corp. (“JHC”) are fair. Consequently, the Department issued a permit authorizing AeroCentury to solicit the consent of the JHC shareholders to the Merger, and issue shares of common stock in the Merger when and if such Merger is consummated. The determination was made following the conclusion of a fairness hearing regarding the Merger conducted on February 22, 2018, under Section 25121 of the California Corporations Code.
The issuance of the permit will mean that shares of AeroCentury common stock exchanged in connection with the Merger can be issued in reliance upon an exemption from registration afforded by Section 3(a)(10) of the Securities Act of 1933, as amended.
The proposed Merger remains subject to the approval of JHC’s shareholders and the satisfaction of certain other customary closing conditions. Provided these conditions are completed on a timely basis, AeroCentury expects the acquisition to close in early April 2018.