01.04.2016 12:15:06
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Court Denies Preliminary Injunction Against ARMOUR's Tender Offer For JAVELIN
(RTTNews) - ARMOUR Residential REIT Inc. (ARR) and JAVELIN Mortgage Investment Corp. (JMI) announced that the Circuit Court for Baltimore City has denied a motion seeking to enjoin ARMOUR's completion of its previously announced tender offer to purchase, through its newly formed subsidiary, JMI Acquisition Corporation, all of the outstanding shares of common stock of JAVELIN for $7.18 per share in cash. The Court's order, entered in a putative class action captioned Stourbridge Investments Ltd. v. Staton, et al., denied a request for a preliminary injunction.
The tender offer price of $7.18 was calculated in accordance with the previously announced Agreement and Plan of Merger dated as of March 1, 2016, among ARMOUR, Acquisition and JAVELIN , as 87% of the BVPS (as defined in the Merger Agreement) of JAVELIN Common Stock as of 5:00 P.M., New York City time, on Friday, March 18, 2016. The Tender Offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase dated March 7, 2016 , and the related Letter of Transmittal that accompanies the Offer to Purchase, both of which have been distributed to the holders of JAVELIN Common Stock. The Tender Offer is ongoing and will expire at 11:59 P.M., New York City time, on April 1, 2016, unless it is extended.
Acquisition will not accept shares that are tendered in the Tender Offer unless they include greater than fifty percent (50%) of the total number of outstanding shares of JAVELIN Common Stock that are not owned immediately before the Expiration Time by ARMOUR, any of its subsidiaries or any officers or directors of ARMOUR, or JAVELIN .
The Minimum Condition is not waivable. If the Minimum Condition is satisfied and Acquisition irrevocably accepts for payment shares that are properly tendered and not withdrawn, Acquisition will subsequently be merged into JAVELIN in a transaction in which ARMOUR will become the sole stockholder of JAVELIN and the persons who are stockholders of JAVELIN immediately before the Merger will receive the same amount per share they would have received if they had tendered their JAVELIN stock in the Tender Offer.
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