Shareholders Approve CRIIMI MAE Merger
January 18 2006 - 3:43PM
PR Newswire (US)
ROCKVILLE, Md., Jan. 18 /PRNewswire-FirstCall/ -- Shareholders at
today's special meeting of CRIIMI MAE Inc. (NYSE:CMM) approved the
acquisition of CRIIMI MAE by CDP Capital - Financing Inc., a
subsidiary of Caisse de depot et placement du Quebec. Under the
terms of the definitive amended and restated agreement and plan of
merger, an indirect subsidiary of CDP Capital - Financing, who was
advised on the transaction by CWCapital Investments, has been
merged with and into CRIIMI MAE (the "Merger") and CRIIMI MAE's
outstanding shares of common stock were each converted into $20.00
in cash, without interest (the "Merger Proceeds"). CRIIMI MAE will
close its common stock transfer books as of the close of business
today, January 18, 2006. In order to receive the Merger Proceeds of
$20.00 per share, stockholders on such date are required to
surrender their certificates to Registrar and Transfer Company, the
paying agent, pursuant to a Letter of Transmittal expected to be
mailed to stockholders on or about January 24, 2006. Certain common
stockholders who do not hold a certificate because their common
shares are held in the Company's Dividend Reinvestment and Stock
Purchase Plan or in book entry form are not required to execute a
Letter of Transmittal in order to receive the Merger Proceeds of
$20.00 per share. The Merger is a taxable transaction to United
States persons holding the Company's common stock. The New York
Stock Exchange ("NYSE") has advised us that it intends to suspend
trading of CRIIMI MAE common shares as of the opening of trading on
January 19, 2006. The NYSE has also advised us that it intends to
suspend trading of the Company's 10 7/8% Series B Cumulative
Convertible Preferred Stock (the "Series B Preferred Stock") as of
the opening of trading on January 19, 2006. All shares of the
Series B Preferred Stock will remain outstanding following the
Merger as shares of Series B Preferred Stock of the surviving
corporation, without any change or modification to any right,
preference, privilege or voting power of any such shares or
holders. In accordance with its terms, the Series B Preferred Stock
will no longer be convertible into shares of the surviving
corporation's common stock. About Caisse de depot et placement du
Quebec The Caisse de depot et placement du Quebec (the "Caisse") is
a financial institution that manages funds primarily for public and
private pension and insurance plans. As of December 31, 2004, the
Caisse held CA$102.4 billion of net assets. The leading
institutional fund manager in Canada, the Caisse invests in major
financial markets as well as in private equity and real estate. For
further information: http://www.lacaisse.com/ About CWCapital
CWCapital Investments ("CWCI") acted as the Caisse's advisor in
connection with the structuring, valuation and negotiation of the
transaction. After closing, CWCI will act as the asset manager for
the underlying assets of the new company. The CWCapital family of
companies provides a full range of capital market services to
borrowers and investors, including asset management, special
servicing and primary servicing, and is a national full service
lender to the commercial and multifamily real estate industries.
With this transaction, CWCapital Investments will increase its
assets under management to over US$5 billion. For more information:
http://www.cwcapital.com/. For further information, shareholders
and securities brokers should contact Susan Railey at (301)
255-4740, e-mail , and news media should contact James Pastore,
Pastore Communications Group LLC at (202) 546-6451, e-mail . First
Call Analyst: FCMN Contact: DATASOURCE: CRIIMI MAE CONTACT: For
shareholders and securities brokers: Susan B. Railey,
+1-301-255-4740, or for news media: James T. Pastore,
+1-202-546-6451, both of CRIIMI MAE Web site:
http://www.criimimaeinc.com/ http://www.lacaisse.com/
http://www.cwcapital.com/
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