Enterprise Acquisition Corp. and ARMOUR Residential REIT, Inc. Announce Approval of Merger Transaction
06 November 2009 - 7:00AM
PR Newswire (US)
BOCA RATON, Fla., Nov. 5 /PRNewswire-FirstCall/ -- Enterprise
Acquisition Corp. ("Enterprise") (NYSE Amex: EST; EST.U; EST.WS)
and ARMOUR Residential REIT, Inc. ("ARMOUR") announced that
Enterprise's stockholders today approved the proposed merger
transaction with ARMOUR at Enterprise's special meeting of
stockholders. The closing of the transaction is anticipated to
occur on November 5, 2009. In addition to approving the business
combination, Enterprise's warrantholders also approved amendments
to its warrants to (a) increase the exercise price of the warrants
to $11.00 per share and (b) extend the expiration date of the
warrants to November 7, 2013. ARMOUR Residential REIT, Inc. ARMOUR
is a Maryland corporation focused on investing in residential
mortgage-backed securities. ARMOUR will commence operations upon
completion of the merger transaction described above. ARMOUR will
be externally managed and advised by ARMOUR Residential Management
LLC, a Delaware limited liability company ("ARRM"). ARMOUR intends
to elect and qualify to be taxed as a real estate investment trust
("REIT") for U.S. federal income tax purposes, commencing with
ARMOUR's taxable year ending December 31, 2009. Enterprise
Acquisition Corp. Enterprise (http://www.enterpriseacq.com/) is a
blank check company formed for the purpose of effecting a merger,
capital stock exchange, asset acquisition or other similar business
combination with one or more operating businesses. Upon
consummation of the merger transaction described above, Enterprise
will become a wholly-owned subsidiary of ARMOUR. Safe Harbor This
press release includes "forward-looking statements" within the
meaning of the safe harbor provisions of the United States Private
Securities Litigation Reform Act of 1995. Actual 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," "project,"
"budget," "forecast," "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.
Additional information concerning these and other risk factors is
contained in Enterprise's and ARMOUR's most recent filings with the
Securities and Exchange Commission ("SEC"). All subsequent written
and oral forward-looking statements concerning Enterprise and
ARMOUR, the merger, the related transactions or other matters
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. Investor
Contact Ezra Shashoua Chief Financial Officer Enterprise
Acquisition Corp. (561) 988-1700 DATASOURCE: Enterprise Acquisition
Corp. CONTACT: Ezra Shashoua, Chief Financial Officer of Enterprise
Acquisition Corp., +1-561-988-1700 Web Site:
http://www.enterpriseacq.com/
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