ARMOUR Completes $85.2 Million Cash Acquisition of Javelin
07 4월 2016 - 5:45AM
ARMOUR Residential REIT, Inc. (NYSE: ARR, ARR PrA and ARR PrB)
(“ARMOUR”) and JAVELIN Mortgage Investment Corp. (NYSE:JMI)
(“JAVELIN”) today announced that ARMOUR has completed its $85.2
million cash acquisition of JAVELIN through a second-step merger
(the “Merger”). At the effective time of the Merger, all of the
remaining outstanding shares of JAVELIN common stock not purchased
by ARMOUR in the previously announced cash tender offer (the
“Tender Offer”) were converted into the right to receive the same
$7.18 per share cash price as in the Tender Offer. The aggregate
cost of acquiring the tendered shares in the Tender Offer was
approximately $48.7 million and the aggregate cost of the remaining
shares to be purchased as a result of the Merger is approximately
$36.5 million. Maryland law did not require that the Merger be
approved by the JAVELIN stockholders. Upon consummation of the
Merger, JAVELIN became a wholly-owned subsidiary of ARMOUR. As a
result of the completion of the Merger, it is anticipated that the
shares of JAVELIN common stock will cease to be traded on The New
York Stock Exchange before the open of market on April 7, 2016.
JAVELIN stockholders who hold shares of JAVELIN
common stock through a bank or broker will not have to take any
action to have their shares converted into cash, since these
conversions will be handled by the bank or broker. JAVELIN
stockholders who hold stock certificates can surrender their
certificates for $7.18 per share in cash, without interest and less
any applicable withholding taxes, through the Paying Agent for the
Merger, Continental Stock Transfer & Trust Company.
Lazard Frères and Co. LLC served as financial
advisor to ARMOUR and provided a fairness opinion to ARMOUR’s board
of directors. Akerman LLP served as legal counsel to ARMOUR. JMP
Securities LLC served as financial advisor to the independent
special committee of the board of directors of JAVELIN (the
“Special Committee”) consisting of the director who is not employed
by or otherwise affiliated with ARMOUR, ARMOUR Capital Management
LP (“ACM”), the external manager of JAVELIN and ARMOUR, or any of
their respective subsidiaries, and provided a fairness opinion to
JAVELIN’s Special Committee. Duane Morris LLP and Venable LLP
served as legal counsel to JAVELIN’s Special Committee. Wachtell,
Lipton, Rosen & Katz served as legal counsel to JAVELIN.
The Information Agent with regard to the Tender
Offer was Alliance Advisors LLC. Continental Stock Transfer &
Trust Company is the Depositary and Paying Agent.
About ARMOUR Residential REIT,
Inc.
ARMOUR is a Maryland corporation that invests
primarily in fixed rate residential, adjustable rate and hybrid
adjustable rate mortgage-backed securities issued or guaranteed by
U.S. Government-sponsored enterprises, or guaranteed by the
Government National Mortgage Association. ARMOUR is externally
managed and advised by ACM, an investment advisor registered with
the Securities and Exchange Commission (“SEC”).
About JAVELIN Mortgage Investment
Corp.
JAVELIN is a Maryland corporation that invests
primarily in fixed rate, adjustable rate and hybrid adjustable rate
Agency residential mortgage-backed securities (“RMBS”) and
non-Agency RMBS. JAVELIN is externally managed and advised by
ACM.
Forward-Looking Statements
This press release includes forward-looking
statements. Actual events and results may differ from expectations,
estimates and projections and, consequently, you should not rely on
these forward-looking statements as predictions of future
events. Words such as “expect,” “estimate,” “anticipate,”
“intend,” “plan,” “may,” “will,” “could,” “should,” “believes,”
“predicts,” “potential,” “continue,” and similar expressions are
intended to identify such forward-looking statements. These
forward-looking statements involve significant risks and
uncertainties that could cause the actual results to differ
materially from the expected results, including the cessation of
trading of JAVELIN common stock. Additional information concerning
certain of these and other risk factors are contained in the most
recent filings with the SEC of ARMOUR and JAVELIN. All
subsequent written and oral forward-looking statements concerning
ARMOUR and JAVELIN are expressly qualified in their entirety by the
cautionary statements above. ARMOUR and JAVELIN caution
readers not to place undue reliance upon any forward-looking
statements, which speak only as of the date made. ARMOUR and
JAVELIN do not undertake or accept any obligation or undertaking to
release publicly any updates or revisions to any forward-looking
statements to reflect any change in their expectations or any
change in events, conditions or circumstances on which any such
statement is based, except as required by law.
ARMOUR Contact:
James R. Mountain
Chief Financial Officer
ARMOUR Residential REIT, Inc.
(772) 617-4340
JAVELIN Contact:
Alliance Advisors LLC
Stockholders call toll free:
(888) 991-1294
Banks and Brokers:
(973) 873-7721
Javelin Mortgage Investment Corp. (NYSE:JMI)
과거 데이터 주식 차트
부터 5월(5) 2024 으로 6월(6) 2024
Javelin Mortgage Investment Corp. (NYSE:JMI)
과거 데이터 주식 차트
부터 6월(6) 2023 으로 6월(6) 2024