ARMOUR’S $85.2 Million Cash Tender Offer for Javelin Common Stock Meets Minimum Condition
04 April 2016 - 8:00PM
ARMOUR Residential REIT, Inc. (NYSE: ARR, ARR PrA and ARR PrB)
(“ARMOUR”) and JAVELIN Mortgage Investment Corp. (NYSE:JMI)
(“JAVELIN”) today announced that ARMOUR’s previously announced
$85.2 million cash tender offer (the “Tender Offer”) for all of the
outstanding shares of common stock of JAVELIN (the “JAVELIN Common
Stock”) has successfully met the Minimum Condition, as defined in
the Agreement and Plan of Merger dated as of March 1, 2016, among
ARMOUR, JMI Acquisition Corporation (“Acquisition”) and JAVELIN
(the “Merger Agreement”). ARMOUR, through its newly formed
subsidiary, Acquisition, has agreed to purchase 6,785,972 shares of
JAVELIN Common Stock that were properly tendered (including 594,297
shares tendered through notices of guaranteed delivery) and not
withdrawn prior to the expiration of the Tender Offer at the tender
offer price of $7.18 per share, for an aggregate cost of
approximately $48.7 million, excluding fees and expenses relating
to the Tender Offer. The 6,785,972 shares of JAVELIN Common Stock
that ARMOUR has agreed to purchase in the Tender Offer (including
the shares tendered through notices of guaranteed delivery) will
result in ARMOUR’s ownership of approximately 57.2% of JAVELIN
Common Stock outstanding as of April 1, 2016.
The Tender Offer commenced on Monday, March 7,
2016 and expired at 11:59 P.M., New York City time, on Friday,
April 1, 2016. ARMOUR, through Acquisition, offered to purchase all
of the outstanding shares of JAVELIN Common Stock, on the terms and
subject to the conditions set forth in ARMOUR’s Offer to Purchase,
dated March 7, 2016, and the related Letter of Transmittal (both as
amended or supplemented from time to time). ARMOUR, through
Acquisition, offered to pay $7.18 per share in cash, which price is
equal to 87% of the book value per share of JAVELIN Common Stock
(as calculated in accordance with the Merger Agreement) as of 5:00
P.M., New York City time, on March 18, 2016, subject to any
required withholding taxes. Payment for the tendered shares of
JAVELIN Common Stock will be made promptly in accordance with the
terms of the Tender Offer.
Pursuant to the Merger Agreement, ARMOUR intends
to complete the acquisition of JAVELIN through a second-step merger
(the “Merger”) in which all of the remaining shares of JAVELIN
Common Stock not purchased by ARMOUR in the Tender Offer will be
converted into the right to receive the same cash price per share
as in the Tender Offer, which is $7.18 per share, for an aggregate
cost of approximately $36.5 million. Maryland law does not require
that the Merger be approved by the JAVELIN stockholders. In
accordance with Maryland law, the Merger is expected to be
consummated on April 6, 2016. Upon consummation of the Merger,
JAVELIN will become a wholly-owned subsidiary of ARMOUR. Following
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.
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 is 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 timing for
consummation of the Merger and the cessation of trading of JAVELIN
common stock and that the Merger may not be consummated. 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.
MountainChief Financial OfficerARMOUR Residential REIT, Inc.(772)
617-4340
JAVELIN Contact:Alliance
Advisors LLCStockholders call toll free: (888) 991-1294Banks and
Brokers: (973) 873-7721
Javelin Mortgage Investment Corp. (NYSE:JMI)
Historical Stock Chart
From Feb 2025 to Mar 2025
Javelin Mortgage Investment Corp. (NYSE:JMI)
Historical Stock Chart
From Mar 2024 to Mar 2025