Enterprise Acquisition Corp. and ARMOUR Residential REIT, Inc. Announce Closing of Merger Transaction
06 November 2009 - 11:45PM
PR Newswire (US)
BOCA RATON, Fla., Nov. 6 /PRNewswire-FirstCall/ -- Enterprise
Acquisition Corp. ("Enterprise") (NYSE Amex: EST; EST.U; EST.WS)
and ARMOUR Residential REIT, Inc. ("ARMOUR") today announced the
completion of their merger transaction. ARMOUR will immediately
begin conducting business as a REIT, primarily investing in hybrid
adjustable-rate, adjustable-rate and fixed-rate residential
mortgage-backed securities issued or guaranteed by a U.S.
Government-chartered entity. "We are excited to announce the
completion of this transaction," said Scott J. Ulm, Co-Chief
Executive Officer, Chief Investment Officer, Head of Risk
Management and Vice Chairman of ARMOUR. "On behalf of the
stockholders of ARMOUR, we look forward to pursuing opportunities
in the residential mortgage-backed securities markets." ARMOUR
projects a $9.25 book value for each of the approximately 2,304,054
shares of common stock outstanding as of the close of the merger.
ARMOUR is externally managed by ARMOUR Residential Management LLC
("ARRM"). ARRM's annual management fee will be 1% of initial gross
equity until gross equity raised exceeds $50 million; when the fee
will revert to the schedule in ARRM's Management Agreement. ARRM
provides the day-to-day management of ARMOUR's operations and will
perform services and activities relating to ARMOUR's assets and
operations. Mr. Ulm and Jeffrey J. Zimmer, the Co-Chief Executive
Officers of ARMOUR, are also principals of ARRM. Mr. Ulm has 23
years of structured finance and debt capital markets experience,
including mortgage backed securities, and Mr. Zimmer has worked in
the mortgage securities market for 25 years. Ladenburg Thalmann
acted as the primary financial advisor to Enterprise. Enterprise's
counsel in the transaction was Akerman Senterfitt and ARMOUR's
counsel was Cahill Wink LLP. ARMOUR Residential REIT, Inc. ARMOUR
is Maryland corporation focused on investing in residential
mortgage-backed securities. ARMOUR is externally managed and
advised by ARRM. ARMOUR intends to elect and qualify to be taxed as
a real estate investment trust ("REIT") for U.S. federal income tax
purposes, commencing with ARMOUR's taxable year ending December 31,
2009. Enterprise Acquisition Corp. Enterprise
(http://www.enterpriseacq.com/) was a blank check company formed
for the purpose of effecting a merger, capital stock exchange,
asset acquisition or other similar business combination with one or
more operating businesses. Upon completion of the transactions
described above, Enterprise became a wholly-owned subsidiary of
ARMOUR. Safe Harbor This press release includes "forward-looking
statements" within the meaning of the safe harbor provisions of the
United States Private Securities Litigation Reform Act of 1995.
Actual results may differ from expectations, estimates and
projections and, consequently, you should not rely on these forward
looking statements as predictions of future events. Words such as
"expect," "estimate," "project," "budget," "forecast,"
"anticipate," "intend," "plan," "may," "will," "could," "should,"
"believes," "predicts," "potential," "continue," and similar
expressions are intended to identify such forward-looking
statements. These forward-looking statements involve significant
risks and uncertainties that could cause the actual results to
differ materially from the expected results. Additional information
concerning these and other risk factors is contained in
Enterprise's and ARMOUR's most recent filings with the Securities
and Exchange Commission ("SEC"). All subsequent written and oral
forward-looking statements concerning Enterprise and ARMOUR, the
merger, the related transactions or other matters attributable to
Enterprise and ARMOUR or any person acting on their behalf are
expressly qualified in their entirety by the cautionary statements
above. Enterprise and ARMOUR caution readers not to place undue
reliance upon any forward-looking statements, which speak only as
of the date made. Enterprise and ARMOUR do not undertake or accept
any obligation or undertaking to release publicly any updates or
revisions to any forward-looking statement to reflect any change in
their expectations or any change in events, conditions or
circumstances on which any such statement is based. Additional
Information and Where to Find It Investors, security holders and
other interested persons may find additional information regarding
the companies at the SEC's Internet site at http://www.sec.gov/ or
by directing requests to: ARMOUR Residential REIT, Inc., 3005
Hammock Way, Vero Beach, Florida 32963 Attention: Investor
Relations. Investor Contact: Jeffrey Zimmer Co-Chief Executive
Officer, President and Vice Chairman ARMOUR Residential REIT, Inc.
(772) 388 9498 DATASOURCE: Enterprise Acquisition Corp. CONTACT:
Investors: Jeffrey Zimmer, Co-Chief Executive Officer, President
and Vice Chairman, ARMOUR Residential REIT, Inc., +1-772-388-9498
Web Site: http://www.enterpriseacq.com/
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