The Circuit Court for Baltimore City denied a motion seekingto enjoin ARMOUR Residential REITInc.'s completion of its previously to all of the outstandingshares of common stock of JAVELINMortgage Investment Corp. for $7.18 per share in cash, thecompanies announced April 1.
The court's order, entered in a putative class action,denied a request for a preliminary injunction.
The tender offer is ongoing and will expire at 11:59 p.m. ET on April 1, unless it is extended.
JMI Acquisition Corp., a newly formed unit of ARMOUR, willnot accept shares that are tendered in the offer unless they include greaterthan 50% of the total number of outstanding common shares of JAVELIN that arenot owned immediately before the expiration time by ARMOUR, any of itssubsidiaries or any officers or directors of ARMOUR, or JAVELIN. This minimumcondition is not waivable.
If the minimum condition is satisfied and JMI Acquisitionirrevocably accepts for payment shares that are properly tendered and notwithdrawn, JMI Acquisition will subsequently be merged into JAVELIN in atransaction in which ARMOUR will become the sole stockholder of JAVELIN.Additionally, the persons who arestockholders of JAVELIN immediately before the merger will receive the sameamount per share they would have received if they had tendered their JAVELINstock in the tender offer.
Alliance Advisors LLC is theinformation agent with regard to the tender offer, while. Continental Stock Transfer & Trust Co. is the depositaryand paying agent.