Oakmont approves, completes merger with Brooke Credit

By Lisa Kerner

Charlotte, N.C., July 18 - Oakmont Acquisition Corp. said its merger with Brooke Credit Corp. was completed following Oakmont shareholders' approval of the deal.

Of the 9,643,698 Oakmont common shares voted, or about 91.2% of the shares entitled to vote, 8,039,219, or roughly 83.4%, were voted in favor of the acquisition.

Stockholders also approved an equity incentive plan for the combined company and revised charter provisions that include an increase in the number of authorized shares, the annual election of all directors and a name change of the post-merger combined company to Brooke Credit Corp. The combined company's common stock, warrants and units are expected to trade on the OTC Bulletin Board under "BRCR," "BRCRW" and "BRCRU", respectively, starting July 19.

"The transaction fulfills Oakmont's goal of finding a suitable merger candidate and we believe that we have found one which offers our shareholders a great opportunity," Oakmont chairman Robert J. Skandalaris said in a company news release.

As previously reported, on May 4 Brooke Corp. amended the structure of its agreement with its finance company subsidiary Brooke Credit, Oakmont Acquisition and Oakmont Kansas, Inc. to a single-step, two-party merger from a two-step, three-party merger. Under the new plan, Brooke Credit would merge with and into Oakmont, with Oakmont the surviving corporation. Oakmont Kansas ceased to be a party to the agreement.

At closing, Brooke equity holders will receive merger consideration of roughly 17.5 million shares of Oakmont common stock valued at about $105 million, plus an additional 4 million shares of Oakmont common stock should Brooke Credit achieve adjusted earnings of $15 million in 2007 and an additional 1 million shares if adjusted earnings of $19 million are reached in 2008. The contingent consideration is valued at some $30 million, a prior news release stated.

Oakmont is a special purpose acquisition company located in Bloomfield Hills, Mich. Brooke, based in Overland Park, Kan., sells property and casualty insurance through a network of franchised locations in the United States.

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