Sunset Decreases the Number of Shares to be Issued in the Alesco Merger
29 Settembre 2006 - 11:17PM
PR Newswire (US)
Sunset Urges Stockholders to Vote FOR Alesco Merger JACKSONVILLE,
Fla., Sept. 29 /PRNewswire-FirstCall/ -- Sunset Financial
Resources, Inc. (NYSE:SFO) today announced that it has reached
agreement with Alesco Financial Trust to decrease the number of
shares to be issued to Alesco shareholders in its proposed merger
with Alesco to 1.26 shares from the previously announced 1.29
shares. Alesco has agreed to forego the previously agreed increase
in the exchange ratio from 1.26 to 1.29 to adjust for Sunset's
Peerless loan. Sunset and Alesco also agreed that Sunset would not
make any awards under the proposed Long-Term Incentive Plan until
such time as Sunset has sold equity for an aggregate purchase price
of at least $75 million. The proposed merger with Alesco is the
result of a full and comprehensive process undertaken by Sunset's
Board of Directors. The valuation represents a premium to the
unaffected closing price immediately preceding Sunset's
announcement that it was exploring strategic alternatives. The
merger offers stockholders an opportunity to realize upside
potential and own a more liquid security. The Board believes that
Sunset's ability to grow and access higher yielding investment
opportunities depends directly on the consummation of the proposed
merger. WE URGE SUNSET STOCKHOLDERS TO VOTE FOR THE PROPOSED MERGER
ON THE WHITE PROXY CARD Please promptly return the WHITE proxy card
to vote for the merger and the plan. Be sure to vote only on the
WHITE proxy card. Even if you have already returned another proxy
card, you have every right to change your vote by signing, dating
and returning the WHITE proxy card. If you have any questions or
need assistance, please call MacKenzie Partners at (800) 322-2885
or collect at (212) 929-5500. 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
the Merger 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 cautions 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 proxy statement relating
to the merger and Sunset's other SEC filings, which are available
at the SEC's web site http://www.sec.gov/. Sunset disclaims 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 of Sunset Financial Resources, Inc., +1-904-425-4365, ; or
Investors: Jeffrey Goldberger of KCSA Worldwide, +1-212-896-1249, ,
for Sunset Financial Resources, Inc.
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