MCLEAN,
Va., Dec. 12, 2023 /PRNewswire/ -- Arlington
Asset Investment Corp. (NYSE: AAIC) ("Arlington") announced today that its
shareholders have voted to approve the proposed merger transaction
with Ellington Financial Inc. (NYSE: EFC) ("Ellington
Financial") at a special meeting of shareholders of
Arlington held today.
Approximately 98.2% of the votes cast at the special meeting –
which is approximately 62.8% of the issued and outstanding shares
of Arlington Class A common stock (the "Arlington Common Stock")
entitled to vote at the special meeting -- voted to approve the
terms of the previously announced Agreement and Plan of Merger,
dated as of May 29, 2023 (the "Merger
Agreement"), by and among Ellington Financial, EF Merger Sub Inc.,
a wholly owned subsidiary of Ellington Financial ("Merger Sub"),
Arlington and, solely for the
limited purposes set forth therein, Ellington Financial Management
LLC ("EFC Manager"), which, among other things, provides for the
merger of Arlington with and into
Merger Sub, with Merger Sub continuing as the surviving corporation
and a subsidiary of Ellington Financial (the "Merger").
If the Merger is completed, and upon the satisfaction of the
conditions set forth in the Merger Agreement, each issued and
outstanding share of Arlington Common Stock will be converted into
the right to receive: (i) from Ellington Financial, 0.3619 shares
of Ellington Financial common stock and (ii) from EFC Manager, cash
consideration of $0.09 per share.
Ellington Financial will pay cash in lieu of any fractional shares
of Ellington Financial common stock that would otherwise have been
received as a result of the Merger.
In addition, as a result of the Merger, (i) each outstanding
share of Arlington 7.00% Series B
Cumulative Perpetual Redeemable Preferred Stock will be converted
into the right to receive one share of newly-designated Ellington
Financial 7.00% Series D Cumulative Perpetual Redeemable Preferred
Stock and (ii) each outstanding share of Arlington 8.250% Series C Fixed-to-Floating
Rate Cumulative Redeemable Preferred Stock will be converted into
the right to receive one share of newly-designated Ellington
Financial 8.250% Series E Fixed-to-Floating Rate Cumulative
Redeemable Preferred Stock.
The Merger is expected to close on December 14, 2023, subject to the satisfaction of
the remaining closing conditions set forth in the Merger Agreement
and discussed in detail in the proxy statement/prospectus filed
with the U.S. Securities and Exchange Commission on November 3, 2023.
About Arlington Asset Investment Corp.
Arlington Asset
Investment Corp. (NYSE: AAIC) currently invests primarily in
mortgage related assets and has elected to be taxed as a REIT.
Arlington is headquartered in the
Washington, D.C. metropolitan
area. For more information, please visit
www.arlingtonasset.com.
Forward-Looking Statements
This communication contains
certain "forward-looking" statements within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended. Arlington and Ellington Financial intend such
forward-looking statements to be covered by the safe harbor
provisions for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995 and include this statement
for purposes of complying with the safe harbor provisions. Words
such as "expects," "anticipates," "intends," "plans," "believes,"
"seeks," "estimates," "will," "should," "may," "projects," "could,"
"estimates" or variations of such words and other similar
expressions are intended to identify such forward-looking
statements, which generally are not historical in nature, but not
all forward-looking statements include such identifying words.
Forward-looking statements regarding Arlington and Ellington Financial include, but
are not limited to, statements related to the proposed Merger,
including the anticipated timing, benefits and financial and
operational impact thereof; other statements of management's
belief, intentions or goals; and other statements that are not
historical facts. These forward-looking statements are based on
each of the companies' current plans, objectives, estimates,
expectations and intentions and inherently involve significant
risks and uncertainties. Actual results and the timing of events
could differ materially from those anticipated in such
forward-looking statements as a result of these risks and
uncertainties, which include, without limitation, risks and
uncertainties associated with: Arlington's and Ellington Financial's ability
to complete the proposed Merger on the proposed terms or on the
anticipated timeline, or at all, including risks and uncertainties
related to satisfaction of closing conditions to consummate the
proposed Merger; the occurrence of any event, change or other
circumstance that could give rise to the termination of the Merger
Agreement; risks related to diverting the attention of Arlington and Ellington Financial management
from ongoing business operations; failure to realize the expected
benefits of the proposed Merger; significant transaction costs
and/or unknown or inestimable liabilities; the risk of shareholder
litigation in connection with the proposed Merger, including
resulting expense or delay; the risk that Arlington's and Ellington Financial's
respective businesses will not be integrated successfully or that
such integration may be more difficult, time-consuming or costly
than expected; effects relating to the announcement of the proposed
Merger or any further announcements or the consummation of the
proposed Merger on the market price of Arlington's or Ellington Financial's common
stock; the availability of suitable investment or disposition
opportunities; changes in interest rates, interest rate spreads,
the yield curve and prepayment rates; the availability and terms of
financing; general economic conditions; market conditions;
inflationary pressures on the capital markets and the general
economy; legislative and regulatory changes that could adversely
affect the businesses of Arlington
and Ellington Financial; risks relating to the uncertainty and
economic impact of a resurgence of the COVID-19 pandemic or other
public health emergencies; and other risks and uncertainties
affecting Arlington and Ellington
Financial, including those described from time to time under the
caption "Risk Factors" and elsewhere in Arlington's and Ellington Financial's SEC
filings and reports, including Arlington's Annual Report on Form 10-K for the
year ended December 31, 2022, as
amended, Ellington Financial's Annual Report on Form 10-K for the
year ended December 31, 2022, and
other filings and reports by either company. Moreover, other risks
and uncertainties of which Arlington or Ellington Financial are not
currently aware may also affect each of the companies'
forward-looking statements and may cause actual results and the
timing of events to differ materially from those anticipated. The
forward-looking statements made in this communication are made only
as of the date hereof or as of the dates indicated in the
forward-looking statements, even if they are subsequently made
available by Arlington or
Ellington Financial on their respective websites or otherwise.
Neither Arlington nor Ellington
Financial undertakes any obligation to update or supplement any
forward-looking statements to reflect actual results, new
information, future events, changes in its expectations or other
circumstances that exist after the date as of which the
forward-looking statements were made, except as required by
law.
Contact
Arlington Asset Investment Corp.
Investor Relations
and Media:
Rich Konzmann
(703) 373-0200
ir@arlingtonasset.com
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SOURCE Arlington Asset Investment Corp.