ARMOURResidential REIT Inc. and JAVELIN Mortgage Investment Corp. said April 4 thatARMOUR's $85.2 million cash tender offer for all of the outstanding JAVELINcommon shares has met the minimum condition.
ARMOUR, through its newly formed subsidiary, JMI AcquisitionCorp., has agreed to purchase 6,785,972 JAVELIN common shares that wereproperly tendered, including 594,297 shares tendered through notices of guaranteeddelivery, and not withdrawn prior to the expiration of the tender offer at thetender offer price of $7.18 pershare, for an aggregate cost of approximately $48.7 million,excluding related fees and expenses.
The 6,785,972 JAVELIN common shares that ARMOUR has agreedto purchase in the tender offer will result in ARMOUR's ownership ofapproximately 57.2% of JAVELIN's outstanding common shares as of April 1.
The tender offer commenced March 7 and expired at 11:59 p.m.ET on April 1.
Pursuant to the merger agreement between the two companies, ARMOURintends to complete the acquisition of JAVELIN through a second-step merger inwhich all of the remaining JAVELIN common shares that ARMOUR did not buy in thetender offer will be converted into the right to receive the same cash priceper share, 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 bythe JAVELIN shareholders. In accordance with Maryland law, the merger isexpected to be consummated on April 6. Upon consummation of the Merger, JAVELINwill become a wholly owned subsidiary of ARMOUR. Following the merger, it isanticipated that JAVELIN common shares will cease to be traded on the NYSEbefore the open of market on April 7.
Lazard Frères and Co. LLC served as financial adviser toARMOUR and provided a fairness opinion to ARMOUR's board. Akerman LLP served aslegal counsel to ARMOUR. JMP Securities LLC served as financial adviser to theindependent special committee of the board of JAVELIN, and provided a fairnessopinion to JAVELIN's special committee. Duane Morris LLP and Venable LLP servedas 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 isAlliance Advisors LLC. Continental Stock Transfer & Trust Co. is thedepositary and paying agent.