Tremont Mortgage Trust Announces Results of Special Meeting of Shareholders
20 9월 2021 - 9:00PM
Business Wire
Shareholders Approve the Merger with RMR
Mortgage Trust to Form a Combined Company Named Seven Hills Realty
Capital
Merger Expected to Create a Diversified
Commercial Mortgage REIT with Fully Invested Total Assets Expected
to Approach $1 Billion
Tremont Mortgage Trust (Nasdaq: TRMT) announced the results of
its special meeting of shareholders held on Friday, September 17,
2021, as follows.
Shareholders approved the merger of TRMT with and into RMR
Mortgage Trust (Nasdaq: RMRM), or the Merger, with 59.1% of the
outstanding shares voting in favor. TRMT expects the Merger to
become effective on September 30, 2021, subject to the satisfaction
or waiver of the closing conditions specified in the Agreement and
Plan of Merger between TRMT and RMRM, dated April 26, 2021, or the
Merger Agreement. As part of the Merger, the combined company will
change its name to Seven Hills Realty Capital and will trade on the
Nasdaq under the ticker “SHRC”.
The Merger is expected to create a more diversified commercial
mortgage real estate investment trust focused on middle market
transitional bridge loans with assets expected to approach $1
billion when fully invested. With increased scale and an expanded
capital base, the combined company is expected to be better
positioned to access capital markets, increase operating
efficiency, and deliver more attractive risk-adjusted returns for
shareholders.
Tremont Mortgage Trust (Nasdaq: TRMT) is a real estate finance
company that originates and invests in first mortgage loans secured
by middle market and transitional commercial real estate. TRMT is
managed by an affiliate of The RMR Group Inc. (Nasdaq: RMR).
Substantially all of RMR’s business is conducted by its majority
owned subsidiary, The RMR Group LLC, which is an alternative asset
management company with $32 billion in assets under management and
more than 35 years of institutional experience in buying, selling,
financing and operating commercial real estate. For more
information about TRMT, please visit www.trmtreit.com.
WARNING CONCERNING
FORWARD-LOOKING STATEMENTS
This press release contains statements that constitute
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995 and other securities laws.
Also, whenever TRMT uses words such as “believe”, “expect”,
“anticipate”, “intend”, “plan”, “estimate”, “will”, “may” and
negatives or derivatives of these or similar expressions, TRMT is
making forward-looking statements. These forward-looking statements
are based upon TRMT’s present intent, beliefs or expectations, but
forward-looking statements are not guaranteed to occur and may not
occur. Actual results may differ materially from those contained in
or implied by TRMT’s forward-looking statements as a result of
various factors. Forward-looking statements involve known and
unknown risks, uncertainties and other factors, some of which are
beyond TRMT’s control. For example:
- The closing of the Merger is subject to the satisfaction or
waiver of certain conditions. TRMT and RMRM cannot be sure that all
the conditions will be satisfied or waived. Accordingly, the Merger
may not close when expected or at all, or the terms of the Merger
and the other transactions may change.
- TRMT and RMRM expect to realize a number of benefits from the
Merger, including increased scale and an expanded capital base,
improved access to capital markets, increased operating efficiency,
and the ability to deliver more attractive risk-adjusted returns
for shareholders. These expectations may not be realized as
currently expected or at all.
The information contained in TRMT’s filings with the Securities
and Exchange Commission, or SEC, including under “Risk Factors” in
TRMT’s periodic reports or incorporated therein, identifies other
important factors that could cause TRMT’s actual results to differ
materially from those stated in or implied by TRMT’s forward
looking statements. TRMT’s filings with the SEC are available on
the SEC’s website at www.sec.gov.
You should not place undue reliance upon forward-looking
statements.
Except as required by law, TRMT does not intend to update or
change any forward-looking statements as a result of new
information, future events or otherwise.
Additional Information about the Merger
In connection with the Merger, RMRM has filed with the SEC a
Registration Statement on Form S-4 containing a definitive joint
proxy statement/prospectus and other documents with respect to the
Merger, which was declared effective by the SEC on July 26, 2021.
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval. SHAREHOLDERS ARE URGED TO READ THE JOINT
PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND
SUPPLEMENTS THERETO) AND ANY OTHER DOCUMENTS FILED OR TO BE FILED
WITH THE SEC IN CONNECTION WITH THE MERGER OR INCORPORATED BY
REFERENCE IN THE JOINT PROXY STATEMENT/PROSPECTUS BECAUSE THEY
CONTAIN AND WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
MERGER.
The definitive joint proxy statement/prospectus has been mailed
to TRMT’s and RMRM’s shareholders. Shareholders may obtain free
copies of the RMRM Registration Statement on Form S-4, the
definitive joint proxy statement/prospectus and any other relevant
documents filed or to be filed with the SEC at the SEC’s website at
www.sec.gov. In addition, shareholders may obtain free copies of
TRMT’s filings with the SEC from TRMT's website at www.trmtreit.com
or RMRM’s filings with the SEC from RMRM's website at
www.rmrmortgagetrust.com.
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version on businesswire.com: https://www.businesswire.com/news/home/20210920005253/en/
Kevin Barry Manager, Investor Relations (617) 658-0776
Tremont Mortgage (NASDAQ:TRMT)
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