DEFA14A 1 d715813ddefa14a.htm DEFINITIVE PROXY CARD Definitive Proxy Card

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

 

 

Filed by the Registrant  x                            Filed by a party other than the Registrant  ¨

Check the appropriate box:

 

¨   Preliminary Proxy Statement
¨   Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨   Definitive Proxy Statement
x   Definitive Additional Materials
¨   Soliciting Material Pursuant to §240.14a-12

DFC Global Corp.

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if Other Than The Registrant)

Payment of Filing Fee (Check the appropriate box):

x   No fee required.
¨   Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
  (1)  

Title of each class of securities to which transaction applies:

 

 

  (2)  

Aggregate number of securities to which transaction applies:

 

 

  (3)  

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

 

  (4)  

Proposed maximum aggregate value of transaction:

 

 

  (5)  

Total fee paid:

 

 

¨   Fee paid previously with preliminary materials.
¨   Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
  (1)  

Amount Previously Paid:

 

     

  (2)  

Form, Schedule or Registration Statement No.:

 

     

  (3)  

Filing Party:

 

     

  (4)  

Date Filed:

 

     

 

 

 

SPECIAL MEETING OF STOCKHOLDERS OF

DFC GLOBAL CORP.

JUNE 6, 2014

 

 

GO GREEN

e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.amstock.com to enjoy online access.

  

 

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting:

 

The Notice of Special Meeting of Stockholders and the Proxy Statement for the special meeting are available at www.sec.gov.

 

Please sign, date and mail

your proxy card in the

envelope provided as soon

as possible.

i Please detach along perforated line and mail in the envelope provided. i

 

¢     00030303000000000000    2        

 

 

This proxy, when properly executed, will be voted in the manner directed herein. If no direction is made, this proxy will be voted FOR all proposals.

The Board of Directors recommends you vote FOR proposals 1, 2, and 3:

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE  x

 

                FOR   AGAINST   ABSTAIN
            1.   Merger Proposal. To consider and vote upon a proposal to adopt the Agreement and Plan of Merger, dated as of April 1, 2014, by and among DFC Global Corp., LSF8 Sterling Parent, LLC and LSF8 Sterling Merger Company, LLC.  

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2.

  

 

Advisory Vote on Merger-Related Compensation. To consider and vote upon a proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to the named executive officers of DFC Global Corp. in connection with the merger.

  

 

¨

  

 

¨

  

 

¨

           

 

3.

  

 

Adjournment Proposal. To consider and vote upon a proposal to approve the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the Merger Proposal if there are insufficient votes at the time of the special meeting to approve the Merger Proposal.

  

 

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¨

  

 

¨

           

 

In their discretion, the persons you name as proxies are authorized to vote upon such other matters of which DFC Global Corp. does not have advance notice that may properly come before the special meeting and any and all postponements, recesses or adjournments thereof, and upon matters incidental to the conduct of the special meeting.

       

 

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. UNLESS OTHERWISE SPECIFIED, THE SHARES WILL BE VOTED “FOR” THE PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER, “FOR” THE PROPOSAL TO APPROVE, ON AN ADVISORY (NON-BINDING) BASIS, THE COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO THE NAMED EXECUTIVE OFFICERS OF DFC GLOBAL CORP. IN CONNECTION WITH THE MERGER AND “FOR” THE ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF THE MERGER PROPOSAL, IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE THE MERGER PROPOSAL. THIS PROXY ALSO DELEGATES DISCRETIONARY AUTHORITY WITH RESPECT TO ANY OTHER BUSINESS WHICH MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF.

 

THIS PROXY MUST BE EXECUTED FOR YOUR VOTE TO BE COUNTED.

 

THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF SPECIAL MEETING AND PROXY STATEMENT AND HEREBY REVOKES ALL PRIOR PROXIES WITH RESPECT TO THE MATTERS SET FORTH HEREIN.

 

 

    

             
To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.       ¨        

 

 

Signature of Stockholder  

        

 

Date:  

        

 

Signature of Stockholder  

      

 

Date:  

    

 

¢   Note:   Please sign exactly as your name or names appear on your stock certificate. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such and affix the corporate seal. If signer is a partnership, please sign in partnership name by authorized person.    ¢

SPECIAL MEETING OF STOCKHOLDERS OF

DFC GLOBAL CORP.

June 6, 2014

 

 

 

PROXY VOTING INSTRUCTIONS  

 

  

 

INTERNET - Access “www.voteproxy.com” and follow the on-screen instructions or scan the QR code with your smartphone. Have your proxy card available when you access the web page.

TELEPHONE - Call toll-free 1-800-PROXIES (1-800-776 -9437) in the United States or 1-718-921-8500 from foreign countries from any touch-tone telephone and follow the instructions. Have your proxy card available when you call.

Vote online/phone until 11:59 PM EST the day before the meeting.

MAIL - Sign, date and mail your proxy card in the envelope provided as soon as possible.

IN PERSON - You may vote your shares in person by attending the Special Meeting.

GO GREEN - e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.amstock.com to enjoy online access.

LOGO

 

 

    COMPANY NUMBER

 

     

 

    ACCOUNT NUMBER

 

     

 

        

 

     
 

 

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting:

 

The Notice of Special Meeting of Stockholders and the Proxy Statement for the special meeting are available at www.sec.gov.

 

i Please detach along perforated line and mail in the envelope provided IF you are not voting via telephone or the Internet. i

 

¢     00030303000000000000    2        

 

 

This proxy, when properly executed, will be voted in the manner directed herein. If no direction is made, this proxy will be voted FOR all proposals.

The Board of Directors recommends you vote FOR proposals 1, 2, and 3:

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE  x

 

                FOR   AGAINST   ABSTAIN
            1.   Merger Proposal. To consider and vote upon a proposal to adopt the Agreement and Plan of Merger, dated as of April 1, 2014, by and among DFC Global Corp., LSF8 Sterling Parent, LLC and LSF8 Sterling Merger Company, LLC.  

¨

 

¨

 

¨

           

 

2.

  

 

Advisory Vote on Merger-Related Compensation. To consider and vote upon a proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to the named executive officers of DFC Global Corp. in connection with the merger.

  

 

¨

  

 

¨

  

 

¨

           

 

3.

  

 

Adjournment Proposal. To consider and vote upon a proposal to approve the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the Merger Proposal if there are insufficient votes at the time of the special meeting to approve the Merger Proposal.

  

 

¨

  

 

¨

  

 

¨

           

 

In their discretion, the persons you name as proxies are authorized to vote upon such other matters of which DFC Global Corp. does not have advance notice that may properly come before the special meeting and any and all postponements, recesses or adjournments thereof, and upon matters incidental to the conduct of the special meeting.

       

 

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. UNLESS OTHERWISE SPECIFIED, THE SHARES WILL BE VOTED “FOR” THE PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER, “FOR” THE PROPOSAL TO APPROVE, ON AN ADVISORY (NON-BINDING) BASIS, THE COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO THE NAMED EXECUTIVE OFFICERS OF DFC GLOBAL CORP. IN CONNECTION WITH THE MERGER AND “FOR” THE ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF THE MERGER PROPOSAL, IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE THE MERGER PROPOSAL. THIS PROXY ALSO DELEGATES DISCRETIONARY AUTHORITY WITH RESPECT TO ANY OTHER BUSINESS WHICH MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF.

 

THIS PROXY MUST BE EXECUTED FOR YOUR VOTE TO BE COUNTED.

 

THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF SPECIAL MEETING AND PROXY STATEMENT AND HEREBY REVOKES ALL PRIOR PROXIES WITH RESPECT TO THE MATTERS SET FORTH HEREIN.

 

 

    

             
To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.       ¨        

 

 

Signature of Stockholder  

        

 

Date:  

        

 

Signature of Stockholder  

      

 

Date:  

    

 

¢   Note:   Please sign exactly as your name or names appear on your stock certificate. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such and affix the corporate seal. If signer is a partnership, please sign in partnership name by authorized person.    ¢

 

 

 

0                    ¢

DFC GLOBAL CORP.

1436 Lancaster Avenue, Suite 300

Berwyn, PA 19312

SPECIAL MEETING OF STOCKHOLDERS

June 6, 2014

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF DFC GLOBAL CORP.

The undersigned hereby appoints Jeffrey A. Weiss and Randy Underwood proxies for the undersigned, with power to appoint his or her substitute, and authorizes each of them acting alone, or together if more than one is present, to represent and to vote, as specified below, all of the shares of the undersigned held of record by the undersigned on April 29, 2014, at the Special Meeting of Stockholders of DFC Global Corp. to be held on June 6, 2014, at 9:00 a.m. local time at Two Logan Square, 100 N. 18th Street, 30th Floor, Philadelphia, Pennsylvania 19103-2799, or at any adjournments or postponements thereof, with all the power the undersigned would possess if personally present at the Special Meeting of Stockholders, with respect to the matters set forth on the reverse side, as more fully described in the proxy statement received by the undersigned stockholder.

Your shares will be voted as directed on this proxy. If this card is signed and no direction is given for any item, it will be voted FOR all items.

(Continued and to be signed on the reverse side)

 

¢    14475  ¢