Sunset Financial Resources Announces Merger and Tender Offer Adjustments
September 15 2006 - 9:33AM
PR Newswire (US)
JACKSONVILLE, Fla., Sept. 15 /PRNewswire-FirstCall/ -- Sunset
Financial Resources, Inc. (NYSE:SFO) today announced that the
exchange ratio for its previously announced merger with Alesco
Financial Trust has been adjusted from 1.26 to 1.29 Sunset shares
for each Alesco share and Sunset will issue 14,758,757 shares in
the merger. The price to be paid in Sunset's self tender offer has
been adjusted from $8.24 to $8.03 per share and Sunset is now
offering to purchase up to 2,652,553 shares in the tender offer.
Sunset's merger agreement with Alesco requires that these items be
adjusted if the principal balance of Sunset's Peerless loan was
more than $8 million as of September 14, 2006. The principal
balance was $11.7 million on that date. Sunset has scheduled a
special meeting of its shareholders for 9:00 am on Friday, October
6, 2006 to vote on the merger and related matters. Sunset is
declaring a $0.50 per share dividend to Sunset stockholders who
hold Sunset shares at the close of business on the last trading day
immediately preceding the merger. Sunset's tender offer for its
shares is scheduled to expire at 9:00 am on Friday, October 6,
2006, unless extended. Sunset intends that the tender offer will
close on the next business day after the record date for the
pre-closing dividend and immediately prior to the close of the
merger. About Sunset Financial Resources Sunset Financial
Resources, Inc. is a specialty finance REIT headquartered in
Jacksonville, Florida and trades on the New York Stock Exchange
under the symbol "SFO". Additional Information About These
Transactions Sunset stockholders are urged to read the proxy
statement for the merger and the tender offer statement, letter of
transmittal and other materials relating to the tender offer, as
they contain important information regarding the merger and the
offer. Stockholders can obtain a copy of the proxy statement,
tender offer statement, letter of transmittal and other related
materials free of charge from the SEC's web site,
http://www.sec.gov/, from the information agent for the merger and
the tender offer, MacKenzie Partners, Inc., by calling (800)
322-2885 (call toll-free), or by directing a request to . We urge
Sunset stockholders to carefully read those materials prior to
making any decision with respect to the merger and the tender
offer. Forward-Looking Statements Information set forth in this
release contains forward-looking statements, which involve a number
of risks and uncertainties. Sunset and Alesco caution readers that
any forward-looking information is not a guarantee of future
performance and that actual results could differ materially from
those contained or implied in the forward-looking information. Such
forward-looking statements include, but are not limited to,
statements about the benefits of the business combination
transaction involving Sunset and Alesco, including future financial
and operating results, the new company's plans, objectives,
expectations and intentions and other statements that are not
historical facts. The following factors, among others, could cause
actual results to differ from those set forth in the
forward-looking statements: factors that affect the timing or
ability to complete the transactions contemplated herein; the risk
that the business will not be integrated successfully; the risk
that cost savings and any other synergies from the transaction may
not be fully realized or may take longer to realize than expected;
disruption from the transaction making it more difficult to
maintain relationships with lenders, other counterparties, or
employees; competition and its effects on pricing, spending,
third-party relationships and revenues; the failure of the
companies to successfully execute their business plans, gain access
to additional financing, the availability of additional loan
portfolios for future acquisition, continued qualification as a
REIT and the cost of capital. Additional factors that may affect
future results are contained in Sunset's filings with the SEC,
which are available at the SEC's web site http://www.sec.gov/.
Sunset and Alesco disclaim any obligation to update and revise
statements contained in these materials based on new information or
otherwise. Company Contact: Stacy M. Riffe Chief Executive Officer
(904) 425-4365 Investors: KCSA Worldwide Jeffrey Goldberger (212)
896-1249 DATASOURCE: Sunset Financial Resources, Inc. CONTACT:
Stacy M. Riffe, Chief Executive Officer, +1-904-425-4365, ; or
Investors - Jeffrey Goldberger of KCSA Worldwide, +1-212-896-1249,
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