Western Investment Files Proxy Statement Opposing Sunset Financial Resources, Inc. Merger with Alesco Financial Trust; Calls on
06 Luglio 2006 - 11:00PM
Business Wire
A group led by Western Investment Hedged Partners LP has filed a
preliminary proxy statement in opposition to the proposed merger of
Sunset Financial Resources, Inc. (NYSE: SFO) with Alesco Financial
Trust. The Western group will solicit the votes of Sunset's
stockholders against the proposed merger. Sunset and Alesco
announced that they had signed a merger agreement on April 27,
2006. The Western group, which owns 1,022,300, or approximately
9.7%, of Sunset's outstanding shares, also announced that it
intends to nominate directors for election to the Sunset Board at
Sunset's 2006 annual meeting of stockholders. As more fully
described in its preliminary proxy materials, the Western group
believes that the Alesco merger should be rejected because, among
other things, the Western group believes: -- The proposed exchange
ratio of 1.26 Sunset shares for each Alesco share is highly
dilutive and unfair to Sunset's stockholders. -- Sunset has
potentially more favorable alternatives than the proposed merger,
including remaining a standalone company. -- The estimated
transaction costs in the merger transaction of approximately $9
million are excessive. -- The proposed merger represents a
fundamental change in investment strategy that has not been
justified to stockholders. We believe this change in strategy and
merger involve substantial credit and other risks, and that it is
the wrong time in the business cycle to be taking these significant
risks. Speaking on behalf of the Western group, Art Lipson said,
"We believe that the proposed merger is not in the best interests
of Sunset's stockholders. We have confidence in Sunset, and believe
the right management and board will be able to maximize value for
all of Sunset's stockholders. We intend to nominate directors for
election to the Sunset Board, which will give Sunset's stockholders
the opportunity to elect a new, highly qualified board of directors
whose interests are aligned with stockholders and who are committed
to maximizing stockholder value. We call upon Sunset to hold its
2006 annual meeting of stockholders, which we believe is long
overdue, concurrently with the special meeting currently planned to
vote upon the merger proposals, and to permit the election of
directors at that meeting." The Western group urges all Sunset
stockholders to demonstrate their opposition to the proposed merger
by promptly voting the GREEN proxy card as soon as it becomes
available. The Western group has retained Innisfree M&A
Incorporated to assist with the solicitation of proxies.
Stockholders can call Innisfree M&A Incorporated toll-free at
(888) 750-5834 with questions or assistance in voting their shares.
CERTAIN INFORMATION CONCERNING PARTICIPANTS On June 30, 2006,
Western Investment Hedged Partners LP, together with the other
Participants (as defined below), made a preliminary filing with the
Securities and Exchange Commission (the "SEC") of a proxy statement
and accompanying proxy card to be used to solicit votes against
proposals related to a proposed merger involving Sunset Financial
Resources, Inc. (the "Company") and Alesco Financial Trust to be
submitted to a vote of the stockholders of the Company at a special
meeting of stockholders to be called by the Company (the "Special
Meeting"). The Western group expects to prepare and file a
definitive proxy statement in connection with the Special Meeting.
THE WESTERN GROUP STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY
TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY
BECOME AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION. SUCH
PROXY MATERIALS ARE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT
HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THE
SOLICITATION WILL PROVIDE COPIES OF DEFINITIVE PROXY MATERIALS,
WITHOUT CHARGE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE
DIRECTED TO THE PARTICIPANTS' PROXY SOLICITOR, INNISFREE M&A
INCORPORATED, AT ITS TOLL-FREE NUMBER: (888) 750-5834. THE
PARTICIPANTS IN THE SOLICITATION ARE WESTERN INVESTMENT HEDGED
PARTNERS LP, WESTERN INVESTMENT LLC, WESTERN INVESTMENT
INSTITUTIONAL PARTNERS LLC, WESTERN INVESTMENT ACTIVISM PARTNERS
LLC, ARTHUR D. LIPSON, MATTHEW S. CROUSE, JAMES S. SCHALLHEIM, D.
JAMES DARAS, MARSHALL W. COBURN AND GERALD HELLERMAN (THE
"PARTICIPANTS"). INFORMATION REGARDING THE PARTICIPANTS AND THEIR
DIRECT OR INDIRECT INTERESTS IS AVAILABLE IN THEIR PRELIMINARY
PROXY STATEMENT FILED WITH THE SEC ON JUNE 30, 2006.
Grafico Azioni Sunset Financial (NYSE:SFO)
Storico
Da Mag 2024 a Giu 2024
Grafico Azioni Sunset Financial (NYSE:SFO)
Storico
Da Giu 2023 a Giu 2024
Notizie in Tempo Reale relative a Merrill Lynch (Borsa di New York (NYSE)): 0 articoli recenti
Più Western Investment Hedged Partners LP Articoli Notizie