Enterprise Acquisition Corp. Announces October 29, 2009 Special Meeting of Stockholders and Warrantholders to Approve Merger wit
24 October 2009 - 3:00AM
PR Newswire (US)
BOCA RATON, Fla., Oct. 23 /PRNewswire-FirstCall/ -- Enterprise
Acquisition Corp. (NYSE Amex, Units: "EST.U", Common Stock: "EST,"
Warrants: "EST.WS") ("Enterprise") announced today that it has
postponed the special meetings of its stockholders and
warrantholders, which had previously been scheduled for Monday,
October 26, 2009, at 9:00 a.m. Eastern time, to Thursday, October
29, 2009, at 9:00 a.m. Eastern time. Enterprise believes that
postponing the special meetings will allow Enterprise's
stockholders and warrantholders, as well as certain potential
investors, additional time to consider and evaluate the proposals
set forth below, and would result in a higher equity base for the
combined company. The postponed special meetings will be held on
Thursday, October 29, 2009 at 9:00 a.m. Eastern time at the offices
of Akerman Senterfitt, One Southeast 3rd Avenue, Suite 2500, Miami,
Florida 33131. The record date for the postponed special meetings
remains October 5, 2009. At the postponed special meeting of
stockholders, Enterprise stockholders will be asked to approve (i)
amendments to the terms of its amended and restated certificate of
incorporation to allow for the consummation of the proposed
transaction with ARMOUR Residential REIT, Inc. ("ARMOUR"); (ii) the
merger agreement with ARMOUR and the business combination
contemplated by such merger agreement; and (iii) an increase from
30% to 50% the threshold contained in Enterprise's amended and
restated certificate of incorporation regarding the amount of
shares of common stock issued in Enterprise's initial public
offering that may seek conversion without preventing a business
combination from being consummated. In addition, Enterprise
warrantholders will be asked to approve an amendment to the warrant
agreement to (i) increase the exercise price of Enterprise's
warrants from $7.50 per share to $11.00 per share and (ii) extend
the expiration date of the warrants from November 7, 2011 to
November 7, 2013. About Management Upon consummation of the
business combination, ARMOUR's investment team will be led by
Co-Chief Executive Officers Scott J. Ulm and Jeffrey J. Zimmer. Mr.
Ulm has 23 years of structured finance and debt capital markets
experience, including mortgage-backed securities. Since 2005, Mr.
Ulm has been Chief Executive Officer of Litchfield Capital
Holdings, a structured finance manager. From 1986-2005, he held a
variety of senior positions at Credit Suisse both in New York and
London including Global Head of Asset-Backed securities, Head of
United States and European Debt Capital Markets, and Global Co-Head
of Collateralized Debt Obligations. While at Credit Suisse, Mr. Ulm
was responsible for the underwriting and execution of more than
$100 billion of mortgage and asset-backed securities. Mr. Zimmer
has worked in the mortgage securities market for 25 years. From
September 2003 through March 2008 he was Chief Executive Officer of
Bimini Capital Management, Inc., a publicly traded REIT which
managed over $4 billion of agency mortgage assets, approximately $4
billion in short term repurchase liabilities, and $100 million in
long term debt. Prior to 2003, he was a managing director at
RBS/Greenwich Capital in the Mortgage-Backed and Asset-Backed
Department where since 1990, he held various positions that
included working closely with some of the nation's largest hedge
funds, mortgage banks and investment management firms on various
mortgage-backed securities investments. Mr. Zimmer was employed at
Drexel Burnham Lambert in the institutional mortgage-backed sales
area from 1984-1990. Enterprise Acquisition Corp. Located in Boca
Raton, Florida, Enterprise Acquisition Corp.
(http://www.enterpriseacq.com/) is a blank check company formed for
effecting a merger, capital stock exchange, asset acquisition or
other similar business combination with one or more operating
businesses. The prospective target is not limited to a particular
industry. Forward-Looking Statements This press release contains
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995, about Enterprise, ARMOUR
and their combined business after completion of the proposed
acquisition. Forward-looking statements are statements that are not
historical facts. Such forward-looking statements, based upon the
current beliefs and expectations of Enterprise's and ARMOUR's
management, are subject to risks and uncertainties, which could
cause actual results to differ from the forward-looking statements.
The following factors, among others, could cause actual results to
differ from those set forth in the forward-looking statements: the
failure of Enterprise stockholders to approve the merger agreement
and the transactions contemplated thereby; the number and
percentage of Enterprise's stockholders voting against the
acquisition and electing conversion rights; changing
interpretations of generally accepted accounting principles;
continued compliance with government regulations; legislation or
regulatory environments; cyclical business trends; general economic
conditions; geopolitical events and regulatory changes, as well as
other relevant risks detailed in Enterprise's filings with the SEC.
The information set forth herein should be read in light of such
risks. Neither Enterprise nor ARMOUR assumes any obligation to
update the information contained in this press release. Enterprise
and ARMOUR caution that the foregoing list of factors is not
exclusive. Additional information concerning these and other risk
factors is contained in Enterprise and ARMOUR's filings with the
SEC. All subsequent written and oral forward-looking statements
concerning Enterprise and ARMOUR, the merger, the related
transactions or other matters and attributable to Enterprise and
ARMOUR or any person acting on their behalf are expressly qualified
in their entirety by the cautionary statements above. Enterprise
and ARMOUR caution readers not to place undue reliance upon any
forward-looking statements, which speak only as of the date made.
Enterprise and ARMOUR do not undertake or accept any obligation or
undertaking to release publicly any updates or revisions to any
forward-looking statement to reflect any change in their
expectations or any change in events, conditions or circumstances
on which any such statement is based. Additional Information and
Where to Find It This communication is being made in respect of the
proposed business combination involving Enterprise and ARMOUR. In
connection with the proposed transaction, ARMOUR filed Amendment
No. 3 to the Registration Statement on Form S-4 with the SEC on
October 9, 2009, and the definitive Proxy Statement/Prospectus for
Enterprise was mailed to stockholders and warrantholders of
Enterprise on October 14, 2009. INVESTORS AND SECURITY HOLDERS OF
ENTERPRISE ARE URGED TO READ THE DEFINITIVE PROXY
STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC
CAREFULLY IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security
holders will be able to obtain free copies of the definitive Proxy
Statement/Prospectus and other documents filed with the SEC by
Enterprise and ARMOUR through the website maintained by the SEC at
http://www.sec.gov/. Free copies of the definitive Proxy
Statement/Prospectus and other documents filed with the SEC can
also be obtained by directing a request to Enterprise Acquisition
Corp., 6800 Broken Sound Parkway, Boca Raton, Florida 33487
Attention: Investor Relations. Participants in Solicitation
Enterprise and ARMOUR and their respective directors and executive
officers and other persons may be deemed to be participants in the
solicitation of proxies in respect of the proposed transaction.
Information regarding Enterprise's directors and executive officers
is available in its Annual Report on Form 10-K for the year ended
December 31, 2008, which was filed with the SEC on March 16, 2009,
and information regarding ARMOUR's directors and executive officers
is available in the definitive Proxy Statement/Prospectus filed
with the SEC on October 13, 2009 by Enterprise and ARMOUR. Other
information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests, by
security holdings or otherwise, is contained in the definitive
Proxy Statement/Prospectus and other relevant materials filed with
the SEC. Investor Contact Ezra Shashoua Chief Financial Officer
Enterprise Acquisition Corp. (561) 988-1700 DATASOURCE: Enterprise
Acquisition Corp. CONTACT: Investors, Ezra Shashoua, Chief
Financial Officer, Enterprise Acquisition Corp., +1-561-988-1700
Web Site: http://www.enterpriseacq.com/
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