AG Mortgage Investment Trust Encourages
Stockholders to Vote “FOR” the Merger
AG Mortgage Investment Trust, Inc. (the “Company,” “we,” or
“MITT”) (NYSE: MITT) announced today that leading proxy advisory
firm Institutional Shareholder Services Inc. (“ISS”) recommends
that stockholders vote “FOR” the proposed merger with Western Asset
Mortgage Capital Corporation (“WMC”), in which each outstanding
share of WMC common stock will be converted into the right to
receive (i) 1.498 shares of MITT common stock and (ii) the per
share portion of a cash payment equal to the lesser of $7,000,000
or approximately 9.9% of the aggregate per share merger
consideration. Any difference between $7,000,000 and such smaller
amount will be used to benefit the combined company post-closing by
offsetting reimbursable expenses that would otherwise be payable to
AG REIT Management, LLC, which would be the manager of the combined
company.
In its October 26, 2023 report, ISS notes, among other
things:1
- “The combined company will have enhanced scale relative to MITT
on a standalone basis, with increased cash resources, enhanced
trading liquidity, and greater portfolio diversification.”
- “The merger will reset the current WMC management fee,
resulting in material annual expense savings of approximately $5
million to $7 million exclusive of MITT's manager waiving $2.4
million in fees in the first year following the transaction close.
Lastly, the merger is expected to be accretive to 2024 EPS and
result in a 38 percent growth in adjusted book value.”
- “The strategic rationale appears sound, as the company will
have increased scale, portfolio diversity, and trading liquidity.
Further, the merger is expected to generate cost savings and be
accretive to earnings. As such, support for the proposed
transaction is warranted.”
T.J. Durkin, Chief Executive Officer, President and Director of
MITT, said, “We are pleased that ISS has recommended that
stockholders vote “FOR” our proposed acquisition of WMC. The
report clearly recognizes the attractive strategic and financial
rationale for the transaction, which serves the interests of
stockholders of both companies. We encourage both MITT and WMC
stockholders to vote in favor of this compelling transaction at
their respective special stockholder meetings on November 7,
2023.”
The transaction is expected to close on November 9, 2023,
subject to customary closing conditions, including approval by MITT
and WMC stockholders. As previously announced, MITT’s and WMC’s
special meetings of stockholders are scheduled to take place on
Tuesday, November 7, 2023, at 10:00 a.m. Eastern Time and 9:00 a.m.
Pacific Time, respectively.
If MITT stockholders have any questions or need assistance in
voting their shares, they should contact MITT’s proxy solicitor,
Innisfree M&A Incorporated, by calling +1 (877) 750-8312.
Additional information regarding the proposed merger is included
in the joint proxy statement/prospectus relating to the merger that
was declared effective by the Securities and Exchange Commission
(the “SEC”) on September 29, 2023 and mailed to stockholders on or
about October 3, 2023.
About AG Mortgage Investment Trust, Inc.
AG Mortgage Investment Trust, Inc. is a residential mortgage
REIT with a focus on investing in a diversified risk-adjusted
portfolio of residential mortgage-related assets in the U.S.
mortgage market. AG Mortgage Investment Trust, Inc. is externally
managed and advised by AG REIT Management, LLC, a subsidiary of
Angelo, Gordon & Co., L.P., a leading alternative investment
firm focusing on credit and real estate strategies.
Additional information can be found on MITT’s website at
www.agmit.com.
About Angelo, Gordon & Co., L.P.
Angelo, Gordon & Co., L.P. is a leading alternative
investment firm founded in November 1988. The firm currently
manages approximately $74 billion* with a primary focus on credit
and real estate strategies. Angelo Gordon has over 700 employees,
including more than 230 investment professionals, and is
headquartered in New York, with associated offices elsewhere in the
U.S., Europe and Asia. For more information, visit
www.angelogordon.com.
*Angelo Gordon’s (the "firm") currently stated assets under
management (“AUM”) of approximately $74 billion as of June 30, 2023
reflects fund-level asset-related leverage. Prior to May 15, 2023,
the firm calculated its AUM as net assets under management
excluding leverage, which resulted in firm AUM of approximately $53
billion as of December 31, 2022. The difference reflects a change
in the firm’s AUM calculation methodology and not any material
change to the firm’s investment advisory business. For a
description of the factors the firm considers when calculating AUM,
please see the disclosure at www.angelogordon.com/disclaimers/.
Important Additional Information and Where to Find It
In connection with the proposed merger (the “Merger”) of WMC
with and into Merger Sub, with Merger Sub continuing as the
surviving company, MITT has filed with the SEC a registration
statement on Form S-4 (File No. 333-274319) (the “Registration
Statement”), which was declared effective by the SEC on September
29, 2023. The Registration Statement includes a prospectus of MITT
and a joint proxy statement of MITT and WMC (the “joint proxy
statement/prospectus”). The joint proxy statement/prospectus
contains important information about MITT, WMC, the proposed Merger
and related matters. MITT and WMC may file with the SEC other
documents regarding the Merger. The definitive joint proxy
statement/prospectus has been sent to the stockholders of MITT and
WMC, and contains important information about MITT, WMC, the
proposed Merger and related matters. This communication is not a
substitute for any proxy statement, registration statement, tender
or exchange offer statement, prospectus or other document MITT or
WMC has filed or may file with the SEC in connection with the
proposed Merger and related matters. INVESTORS AND SECURITY
HOLDERS ARE ADVISED TO READ THE REGISTRATION STATEMENT ON FORM S-4
AND THE RELATED JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ALL
AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER RELEVANT DOCUMENTS
THAT ARE FILED OR MAY BE FILED BY MITT AND WMC WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT
INFORMATION ABOUT MITT, WMC AND THE PROPOSED MERGER. Investors
and security holders may obtain copies of these documents free of
charge through the website maintained by the SEC at www.sec.gov.
Copies of the documents filed by MITT with the SEC are also
available free of charge on MITT’s website at www.agmit.com. Copies
of the documents filed by WMC with the SEC are also available free
of charge on WMC’s website at www.westernassetmcc.com.
Participants in the Solicitation Relating to the
Merger
MITT, WMC and certain of their respective directors and
executive officers and certain other affiliates of MITT and WMC may
be deemed to be participants in the solicitation of proxies from
the common stockholders of WMC and MITT in respect of the proposed
Merger. Information regarding WMC and its directors and executive
officers and their ownership of common stock of WMC can be found in
WMC’s Annual Report on Form 10-K for the fiscal year ended December
31, 2022, filed with the SEC on March 13, 2023, and in its
definitive proxy statement relating to its 2023 annual meeting of
stockholders, filed with the SEC on May 2, 2023. Information
regarding MITT and its directors and executive officers and their
ownership of common stock of MITT can be found in MITT’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2022,
filed with the SEC on February 27, 2023, and in its definitive
proxy statement relating to its 2023 annual meeting of
stockholders, filed with the SEC on March 22, 2023. Additional
information regarding the interests of such participants in the
Merger is included in the joint proxy statement/prospectus and
other relevant documents relating to the proposed Merger filed with
the SEC. These documents are available free of charge on the SEC’s
website and from MITT or WMC, as applicable, using the sources
indicated above.
No Offer or Solicitation
This communication and the information contained herein shall
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 jurisdiction 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, as amended (the
“Securities Act”). This communication may be deemed to be
solicitation material in respect of the proposed Merger.
Forward-Looking Statements
This document contains certain “forward-looking” statements
within the meaning of Section 27A of the Securities Act and Section
21E of the Securities Exchange Act of 1934, as amended. MITT and
WMC intend such forward-looking statements to be covered by the
safe harbor provisions for forward-looking statements contained in
the Private Securities Litigation Reform Act of 1995 and include
this statement for purposes of complying with the safe harbor
provisions. Words such as “expects,” “anticipates,” “intends,”
“plans,” “believes,” “seeks,” “estimates,” “will,” “should,” “may,”
“projects,” “could,” “estimates” or variations of such words and
other similar expressions are intended to identify such
forward-looking statements, which generally are not historical in
nature, but not all forward-looking statements include such
identifying words. Forward-looking statements regarding MITT and
WMC include, but are not limited to, statements related to the
proposed Merger, including the anticipated timing, benefits and
financial and operational impact thereof; other statements of
management’s belief, intentions or goals; and other statements that
are not historical facts. These forward-looking statements are
based on each of the companies’ current plans, objectives,
estimates, expectations and intentions and inherently involve
significant risks and uncertainties. Actual results and the timing
of events could differ materially from those anticipated in such
forward-looking statements as a result of these risks and
uncertainties, which include, without limitation, risks and
uncertainties associated with: MITT’s and WMC’s ability to complete
the proposed Merger on the proposed terms or on the anticipated
timeline, or at all, including risks and uncertainties related to
securing the necessary stockholder approval from WMC’s and MITT’s
respective stockholders and satisfaction of other closing
conditions to consummate the proposed Merger; the occurrence of any
event, change or other circumstance that could give rise to the
termination of the Merger Agreement; risks related to diverting the
attention of MITT and WMC management from ongoing business
operations; failure to realize the expected benefits of the
proposed Merger; significant transaction costs and/or unknown or
inestimable liabilities; the risk of stockholder litigation in
connection with the proposed Merger, including resulting expense or
delay; the risk that MITT’s and WMC’s respective businesses will
not be integrated successfully or that such integration may be more
difficult, time-consuming or costly than expected; the amount and
timing of MITT’s remaining fourth quarter dividend; and effects
relating to the announcement of the proposed Merger or any further
announcements or the consummation of the proposed Merger on the
market price of MITT’s or WMC’s common stock. Additional risks and
uncertainties related to MITT’s and WMC’s business are included
under the headings “Forward-Looking Statements” and “Risk Factors”
in MITT’s and WMC’s Annual Report on Form 10-K for the year ended
December 31, 2022, MITT’s and WMC’s Quarterly Report on Form 10-Q
for the quarter ended June 30, 2023, the joint proxy
statement/prospectus and in other reports and documents filed by
either company with the SEC from time to time. Moreover, other
risks and uncertainties of which MITT or WMC are not currently
aware may also affect each of the companies’ forward-looking
statements and may cause actual results and the timing of events to
differ materially from those anticipated. The forward-looking
statements made in this communication are made only as of the date
hereof or as of the dates indicated in the forward-looking
statements, even if they are subsequently made available by MITT or
WMC on their respective websites or otherwise. Neither MITT nor WMC
undertakes any obligation to update or supplement any
forward-looking statements to reflect actual results, new
information, future events, changes in its expectations or other
circumstances that exist after the date as of which the
forward-looking statements were made, except as required by
law.
_______________________________________ 1 Permission to use
quotations was neither sought nor obtained.
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Investors AG Mortgage Investment Trust, Inc. Investor
Relations (212) 692-2110 ir@agmit.com Media AG Mortgage
Investment Trust, Inc. media@angelogordon.com
Grafico Azioni AG Mortgage Investment (NYSE:MITT)
Storico
Da Dic 2024 a Gen 2025
Grafico Azioni AG Mortgage Investment (NYSE:MITT)
Storico
Da Gen 2024 a Gen 2025
