NEW YORK, Feb. 22, 2019
/PRNewswire/ -- Ready Capital Corporation (NYSE: RC) ("Ready
Capital") and Owens Realty Mortgage, Inc. (NYSE American:
ORM) ("ORM") jointly announced today that they have determined
the final exchange ratio in accordance with the terms of the
Agreement and Plan of Merger (the "Merger Agreement"), dated as of
November 7, 2018, by and among Ready
Capital, ORM and ReadyCap Merger Sub, LLC, a Delaware limited liability company and a
wholly owned subsidiary of Ready Capital ("Merger Sub"), pursuant
to which, subject to the terms and conditions therein, ORM will
merge with and into Merger Sub, with Merger Sub continuing as the
surviving corporation (the "Merger").
Pursuant to the terms and subject to the conditions set forth in
the Merger Agreement, at the effective time of the Merger, each
outstanding share of common stock, par value $0.01 per share, of ORM ("ORM Common Stock") will
be converted into the right to receive from Ready Capital 1.441
shares of common stock, par value $0.0001, of Ready Capital ("Ready Capital Common
Stock"). Cash will be paid in lieu of fractional shares of Ready
Capital Common Stock that would have been received as a result of
the Merger.
There is no change to the final exchange ratio based on the
determination date of January 31,
2019 from the base exchange ratio of 1.441 that was set out
in the joint proxy statement/prospectus, dated February 15, 2019, that was filed by Ready
Capital with the Securities and Exchange Commission ("SEC") and
distributed to the parties' respective stockholders.
Forward-Looking Statements
This press release contains statements that constitute
"forward-looking statements," as such term is defined in Section
27A of the Securities Act and Section 21E of the Exchange Act and
such statements are intended to be covered by the safe harbor
provided by the same. These statements are based on current
expectations and beliefs of Ready Capital and ORM and are subject
to a number of trends and uncertainties that could cause actual
results to differ materially from those described in the
forward-looking statements; neither Ready Capital nor ORM can give
any assurance that its expectations will be attained.
Factors that could cause actual results to differ materially
from expectations include, but are not limited to, the risk that
the Merger will not be consummated within the expected time period
or at all; the occurrence of any event, change or other
circumstances that could give rise to the termination of the Merger
Agreement; the inability to obtain stockholder approvals relating
to the Merger and issuance of shares in connection therewith or the
failure to satisfy the other conditions to completion of the
Merger; risks related to disruption of management's attention from
the ongoing business operations due to the proposed Merger; the
effect of the announcement of the proposed Merger on Ready
Capital's and ORM's operating results and businesses generally; the
outcome of any legal proceedings relating to the Merger; changes in
future loan acquisition and production; the ability to retain key
personnel; availability of suitable investment opportunities;
changes in interest rates; changes in the yield curve; changes in
prepayment rates; the availability and terms of financing; general
economic conditions; market conditions; conditions in the market
for small balance commercial loans and other investments; and other
factors, including those set forth in the Risk Factors section of
Ready Capital's Registration Statement on Form S-4, declared
effective by the SEC on February 15,
2019, and other reports filed by Ready Capital and ORM with
the SEC, copies of which are available on the SEC's
website, www.sec.gov. Neither Ready Capital nor ORM undertakes
any obligation to update these statements for revisions or changes
after the date of this press release, except as required by
law.
Additional Information and Where to Find It
This press release may be deemed to be solicitation material in
respect of the proposed Merger of Ready Capital and ORM.
In connection with the proposed Merger, Ready Capital has filed a
Registration Statement on Form S-4, which includes a joint proxy
statement/prospectus and has been declared effective by the SEC.
Ready Capital's stockholders and other interested persons are
advised to read the definitive joint proxy statement/prospectus and
documents incorporated by reference therein filed in connection
with the proposed Merger and, when available, the amendments
thereto, as these materials will contain important information
about Ready Capital, ORM and the proposed Merger. The definitive
joint proxy statement/prospectus and other relevant materials for
the proposed Merger have been mailed to stockholders of Ready
Capital as of the record date. Stockholders will also be able to
obtain copies of the definitive joint proxy statement/prospectus
and other documents filed with the SEC that will be incorporated by
reference therein, without charge, once available, at the SEC's web
site at www.sec.gov, or on Ready Capital's website at
https://readycapital.com/ or by directing a request to Ready
Capital's Investor Relations at InvestorRelations@readycapital.com
or at (212) 257-4666.
Participants in Solicitation
Ready Capital, its directors, executive officers and certain
employees may be deemed to be participants in the solicitation of
proxies in respect of the proposed Merger. Information regarding
Ready Capital's directors and executive officers is available in
its proxy statement filed with the SEC. Additional information
regarding these persons and their interests in the proposed Merger
is included in the definitive joint proxy statement/prospectus
relating to the proposed Merger that has been filed with the SEC.
These documents can be obtained free of charge from the sources
indicated above.
ORM and its directors and executive officers may also be deemed
to be participants in the solicitation of proxies from the
stockholders of Ready Capital in connection with the proposed
Merger. A list of the names of such directors and executive
officers and information regarding their interests in the proposed
Merger are included in the joint proxy statement/prospectus for the
proposed Merger.
About Owens Realty Mortgage, Inc.
Owens Realty Mortgage, Inc., a Maryland corporation,
is a specialty finance mortgage company organized to qualify as a
real estate investment trust ("REIT") that focuses on the
origination, investment, and management of commercial real estate
mortgage loans. ORM provides customized, short-term acquisition and
transition capital to small balance and middle-market investors
that require speed and flexibility. ORM's primary objective is to
provide investors with attractive current income and long-term
shareholder value. Owens Realty Mortgage, Inc. is headquartered
in Walnut Creek, California,
and is externally managed and advised by Owens Financial Group,
Inc.
About Ready Capital Corporation
Ready Capital Corporation (NYSE: RC) is a multi-strategy
real estate finance company that originates, acquires, finances and
services small- to medium-sized balance commercial loans. Ready
Capital specializes in loans backed by commercial real estate,
including agency multifamily, investor and bridge as well as SBA
7(a) business loans. Headquartered in New York, New York, Ready Capital employs over 400
lending professionals nationwide. Ready Capital is externally
managed and advised by Waterfall Asset Management,
LLC.
No Offer or Solicitation
This press release shall not constitute a solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the proposed Merger. This press release shall also
not constitute an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any states or jurisdictions in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction. No offering of
securities shall be made except by means of a prospectus meeting
the requirements of section 10 of the Securities Act of 1933, as
amended, or an exemption therefrom.
Contact
Investor Relations
Ready Capital Corporation
212-257-4666
InvestorRelations@readycapital.com
View original
content:http://www.prnewswire.com/news-releases/ready-capital-and-owens-realty-mortgage-announce-final-exchange-ratio-for-proposed-merger-300800553.html
SOURCE Ready Capital Corporation