Saxon Capital, Inc. Agrees to be Acquired by Morgan Stanley
09 Agosto 2006 - 1:00PM
Business Wire
Saxon Capital, Inc. ("Saxon" or the "Company") (NYSE: SAX), a
residential mortgage lending and servicing real estate investment
trust (REIT), today announced the signing of a definitive merger
agreement pursuant to which Morgan Stanley (NYSE: MS) will acquire
all of the outstanding shares of Saxon for $14.10 per share in
cash. The total value of the transaction is approximately $706
million. The acquisition is subject to certain terms and conditions
customary for transactions of this type, including receipt of
regulatory approvals and Saxon shareholder approval, and is
expected to be completed by the end of 2006. Commenting on the
transaction, Richard A. Kraemer, Saxon's Chairman of the Board,
said, "Our board and management strongly believe that this
acquisition is in the best long-term interests of our shareholders,
clients and employees. Morgan Stanley's scale, access to funding
and strong mortgage franchise will all help to enhance Saxon's
business, particularly as we see increased competition in a
consolidating market. Saxon will be able to build on Morgan
Stanley's existing origination and securitization capabilities."
Anthony Tufariello, Morgan Stanley's Global Head of the Securitized
Products Group said, "The addition of Saxon to Morgan Stanley's
global mortgage franchise will help us to capture the full economic
value inherent in this business, and put the Firm in a better
position to leverage our competitive advantages in trading, risk
transfer, credit and structuring as well as our deep expertise in
hedging mortgage credit risk. This acquisition facilitates our goal
of achieving vertical integration in the residential mortgage
business, with ownership and control of the entire value chain,
from origination to capital markets execution to active risk
management." Saxon was advised by Credit Suisse Securities (USA)
LLC, who rendered a fairness opinion to Saxon's Board of Directors.
Saxon's legal advisors were Gibson, Dunn & Crutcher LLP and
Ballard Spahr Andrews & Ingersoll, LLP. About Saxon Saxon is a
residential mortgage lender and servicer that manages a portfolio
of mortgage assets. Saxon purchases, securitizes, and services real
property secured mortgages and elects to be treated as a real
estate investment trust (REIT) for federal tax purposes. The
Company is headquartered in Glen Allen, Virginia and has additional
primary facilities in Fort Worth, Texas and Foothill Ranch,
California. Saxon's mortgage loan production subsidiary, Saxon
Mortgage, Inc., originates and purchases mortgage loans through
indirect and direct lending channels using a network of brokers,
correspondents, and its retail lending centers. As of June 30,
2006, Saxon's servicing subsidiary, Saxon Mortgage Services, Inc.,
serviced a mortgage loan portfolio of $26.4 billion. For more
information, visit www.saxonmortgage.com. Information Regarding
Forward Looking Statements This press release contains
forward-looking statements within the meaning of the "safe harbor"
provisions of the Private Securities Litigation Reform Act of 1995.
Statements about the expected effects, timing and completion of the
proposed transaction and all other statements in this release,
other than historical facts, constitute forward-looking statements.
You can identify forward-looking statements because they contain
words such as "believes," "expects," "may," "will," "would,"
"should," "seeks," "approximately," "intends," "plans,"
"estimates," or "anticipates" or similar expressions which concern
our strategy, plans or intentions. All forward-looking statements
are subject to risks and uncertainties that may change at any time,
and, therefore, actual results may differ materially from what is
expected. While we believe that our assumptions and expectations
are reasonable, we caution that it is very difficult to predict the
impact of known factors, and, of course, it is impossible for us to
anticipate all factors that could affect actual results. In
particular, we may not be able to complete the proposed transaction
on the terms summarized above or other acceptable terms, or at all,
due to a number of factors, including the failure to obtain
approval of our shareholders, regulatory approvals or to satisfy
other customary closing conditions. The factors described in this
paragraph and other factors that may affect our business or future
financial results generally are discussed in our filings with the
Securities and Exchange Commission, including our Form 10-K for the
year ended December 31, 2005, a copy of which may be obtained from
us without charge. You should not place undue reliance on our
forward-looking statements, which speak only as of the date of this
press release. Unless legally required, we assume no obligation to
update any written or oral forward-looking statement made by us or
on our behalf as a result of new information, future events or
otherwise. Additional Information and Where to Find It The proposed
transaction with Morgan Stanley will be submitted to a vote of
Saxon's shareholders, and Saxon will file with the SEC a proxy
statement to be used to solicit the shareholders' approval of the
proposed transaction, as well as other relevant documents
concerning the proposed transaction. Shareholders of Saxon are
urged to read the proxy statement regarding the proposed
transaction and any other relevant documents filed with the SEC
when they become available because these documents will contain
important information. A free copy of the proxy statement, as well
as other filings containing information about Saxon, may be
obtained at the SEC's Internet site at http://www.sec.gov. Copies
of the proxy statement and the SEC filings that will be
incorporated by reference in the proxy statement can also be
obtained, without charge, by directing a request to Bobbi J.
Roberts, Vice President, Investor Relations, 4860 Cox Road, Suite
300 Glen Allen, Virginia 23060, or by phone at (804) 967-7879.
Participants in the Solicitation Saxon Capital and its directors
and executive officers and other members of management and
employees may be deemed to be participants in the solicitation of
proxies from the shareholders of Saxon who are asked to vote in
connection with the proposed transaction with Morgan Stanley.
Information regarding Saxon's directors and executive officers is
available in Saxon's proxy statement for its 2006 annual meeting of
shareholders, which was filed with the SEC on April 20, 2006.
Additional information regarding the interests of such potential
participants will be included in the proxy statement and the other
relevant documents filed with the SEC related to the transaction
when they become available.
Grafico Azioni Saxon Capital (NYSE:SAX)
Storico
Da Ago 2024 a Set 2024
Grafico Azioni Saxon Capital (NYSE:SAX)
Storico
Da Set 2023 a Set 2024