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United PanAm Financial Corp. Enters into a Merger Agreement to Be Acquired for $7.05 Per Share in Cash

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  Published in Business and Finance on Tuesday, December 28th 2010 at 2:20 GMT by Market Wire
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IRVINE, Calif.--([ BUSINESS WIRE ])--United PanAm Financial Corp. (Pink Sheets:UPFC) (aUPFCa) today announced that it has signed a definitive merger agreement to be acquired by an entity controlled by Guillermo Bron, Chairman of the Board of Directors of UPFC, and by affiliates of Pine Brook Road Partners, LLC (aPine Brooka), a private equity firm. Under the terms of the definitive merger agreement, UPFCa™s shareholders will receive $7.05 per share in cash in exchange for their UPFC shares, valuing all outstanding shares of UPFCa™s common stock at approximately $110 million. The $7.05 per share price represents a 41% premium to the closing price of UPFC common stock on December27, 2010, a 39% premium to the average daily closing price of UPFC common stock for the 30 days prior to December 27, 2010 and a 73% premium to the average daily closing price for the 12 months prior to December 27, 2010.

A Special Committee of UPFCa™s Board of Directors, which consisted of a majority of the entire Board and was comprised of all of the independent directors of UPFC, unanimously approved the transaction after receiving a fairness opinion from its financial advisor, JMP Securities LLC. The transaction was also unanimously approved by UPFCa™s Board of Directors (with Mr. Bron abstaining), which recommended that the shareholders of UPFC adopt the merger agreement and approve the merger.

The merger, which is anticipated to be completed in the first quarter of 2011, is subject to regulatory approvals and consents, the approval of UPFCa™s shareholders (including the affirmative approval of the holders of a majority in combined voting power of the outstanding shares of common stock cast for or against the transaction which are not owned by the acquiring entity or any of its affiliates) and other customary conditions. The Board of Directors will schedule a special meeting of the shareholders of UPFC for the purpose of voting to approve the transaction. Affiliates of Mr. Bron, which own approximately 38% of the shares of common stock, have agreed to vote in favor of the transaction. In addition, the directors comprising the Special Committee of UPFC, who together own approximately 4% of the shares of common stock, have also agreed to vote their shares in favor of the transaction.

Following completion of the merger, UPFC will continue its operations, but as a privately-held company.

About United PanAm Financial Corp.

UPFC is a specialty finance company engaged in automobile finance, which includes the purchasing and servicing of automobile installment sales contracts originated by independent and franchised dealers of used automobiles. UPFC conducts its automobile finance business through its wholly-owned subsidiary, United Auto Credit Corporation.

Additional Information about the Transaction and Where to Find It

This press release shall not constitute an offer of any securities for sale. The transaction will be submitted to UPFC shareholders for their consideration via the mailing of a proxy statement and other relevant documents concerning the merger. Investors and shareholders of UPFC are urged to read the proxy statement and other relevant documents, as well as any amendments or supplements to the documents because they will contain important information about Mr. Bron, Pine Brook, their acquiring entity, UPFC and the merger.

Participants in Solicitations

Mr. Bron, Pine Brook, their acquiring entity, UPFC and their respective directors, executive officers, partners and other members of their management and employees and certain of their affiliates may be deemed to be participants in the solicitation of proxies from shareholders of UPFC in connection with the merger. Information regarding the interests of such potential participants will be included in the proxy statement and the other relevant documents mailed to shareholders of UPFC.

Forward-Looking Statements

This release may contain certain forward-looking statements which involve known and unknown risks, delays, uncertainties and other factors not under UPFCa™s control. The factors that could cause actual results, performance or achievements to differ from the forward-looking statements include the risk that the acquisition of UPFC may not be consummated for reasons including that the conditions precedent to the completion of the merger may not be satisfied, the possibility that the expected benefits from the proposed merger will not be realized (or will not be realized within the anticipated time period), the possibility of disruption from the merger making it more difficult to maintain business and operational relationships and any actions taken by either of the companies, including but not limited to, restructuring or strategic initiatives (including capital investments or asset acquisitions or dispositions).

In light of these risks, uncertainties, assumptions and factors, the forward-looking events discussed in this press release may not occur. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date stated, or if no date is stated, as of the date of this press release. UPFC is not under any obligation and does not intend to make publicly available any update or other revisions to any of the forward-looking statements contained in this press release to reflect circumstances existing after the date of this press release or to reflect the occurrence of future events even if experience or future events make it clear that any expected results expressed or implied by those forward-looking statements will not be realized.