Bimini Mortgage Management and Opteum Financial Services Sign Definitive Agreement to Merge
29 September 2005 - 10:10PM
Business Wire
Bimini Mortgage Management, Inc. (the "Company") (NYSE:BMM), a real
estate investment trust that invests primarily in residential
mortgage-related securities, today announced that it has signed a
definitive merger agreement with Opteum Financial Services, a
privately held home mortgage lender headquartered in Paramus, New
Jersey. With nearly 1,000 associates operating out of 30 offices
and lending in 44 states, Opteum expects to originate or acquire
approximately $7.4 billion in mortgage loans for the fiscal year
ending November 30, 2005. The transaction, in which Opteum will
become a subsidiary of the Company, is expected to close in
November 2005 and is subject to customary closing conditions. The
Company expects the transaction will be accretive to earnings in
2006 and beyond. Commenting on the agreement, Jeffrey J. Zimmer,
chairman, co-founder, president and chief executive officer of the
Company, said, "This transaction represents an excellent
opportunity for both companies. From our standpoint, we are
diversifying our revenue stream while remaining in our area of
expertise - the residential mortgage market. At the same time, we
are establishing a broader base for future growth. We have known
members of Opteum's management team for a number of years and
believe they are among the best and most experienced in the home
mortgage business. We are excited about the opportunity to commit
capital to them as all of our shareholders will benefit." Peter R.
Norden, chairman, co-founder, president and chief executive officer
of Opteum Financial Services, added, "We believe this transaction
offers an excellent opportunity for our company and our associates
on many fronts. The management team at Bimini is highly regarded
for their in-depth knowledge of mortgage backed securities, their
liquidity management skills, their capital markets expertise and
their commitment to the application of best practices and low cost
operations. We can continue to grow as opportunities present
themselves as part of this very well run publicly held company and
attract capital at more favorable rates. That in turn will create
new jobs and improved opportunities for our existing associates."
Management Jeffrey J. Zimmer will continue as chairman, president
and chief executive officer of Bimini. Peter R. Norden will
continue as chairman, president and chief executive officer of
Opteum and will become senior executive vice president and a
director of Bimini. Robert E. Cauley, currently chief financial
officer and chief investment officer of Bimini, will become vice
chairman of the board of Bimini Mortgage Management, Inc. Martin J.
Levine, co-founder of Opteum, will continue in his role as chief
operating officer of Opteum. Rick E. Floyd, an Opteum shareholder,
shall continue in his role as head of all origination and
production operations. Jason Kaplan, who represents the family
which provided a major portion of Opteum's financing, will join the
Bimini board for a one-year term. Terms of the Agreement Under the
terms of the agreement, Bimini has agreed to issue 3,717,242 shares
of Class A Common Stock and 1,800,000 Convertible Preferred Shares
in the merger to the stockholders of Opteum. The new class of
preferred shares would be convertible into Class A Common Stock of
Bimini if Bimini's shareholders approve the conversion at a future
shareholder meeting. In addition, Bimini has agreed to lend
approximately $65 million to Opteum to repay existing debt. Bimini
has also agreed to pay the Opteum stockholders a contingent cash
earn-out of up to $17.5 million over the next five years, based on
achievement by Opteum of certain specific financial objectives. In
return, Opteum has agreed that at the time of the merger it will
have a book value of $60 million. Opteum will operate from their
headquarters in Paramus, New Jersey and as a taxable subsidiary of
Bimini, which will retain corporate headquarters in Vero Beach,
Florida. The three most senior executives of Opteum Financial
Services have entered into long term employment contracts. Deutsche
Bank Securities acted as financial advisor to Bimini Mortgage
Management, Inc. with respect to this transaction and Opteum
Financial Services LLC was advised by Classic Strategies Group.
Conference Call Information Bimini Mortgage Management will hold a
conference call to discuss the transaction with Opteum tomorrow,
September 30, 2005, at 10:00 a.m. Eastern time. Investors will have
the opportunity to listen to a live Internet broadcast of the
conference call through the Company's Web site at
www.biminireit.com. To listen to the live call, please go to the
Web site at least 15 minutes early to register, download, and
install any necessary audio software. For those who cannot listen
to the live broadcast, an Internet replay will be available shortly
after the call and continue through October 30, 2005. Bimini
Mortgage Management, Inc. Bimini Mortgage Management, Inc., a real
estate investment trust, invests primarily in residential
mortgage-related securities issued by the Federal National Mortgage
Association (Fannie Mae), the Federal Home Loan Mortgage
Corporation (Freddie Mac) and the Government National Mortgage
Association (Ginnie Mae). It earns returns on the spread between
the yield on its assets and its costs, including the interest
expense on the funds it borrows. Opteum Financial Services, LLC
Opteum is one of the nation's most innovative and fastest-growing
mortgage lenders. With branches and approval to originate loans
nationwide, Opteum combines advanced technology and superior
customer service to provide its customers an exceptional
experience. Opteum offers a wide array of retail and wholesale
products including fixed- and adjustable-rate mortgages, 100
percent financing, interest-only products and home loans for the
credit challenged. The company's Web site is located at
www.opteum.com. This news release contains forward-looking
statements made pursuant to the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995. The reader is
cautioned that such forward-looking statements are based on
information available at the time and on management's good faith
belief with respect to future events, and are subject to risks and
uncertainties that could cause actual performance or results to
differ materially from those expressed in the statements. Important
factors that could cause such differences are described in the
Company's periodic filings with the Securities and Exchange
Commission, including the Company's Registration Statement on Form
S-11. The Company assumes no obligation to update forward-looking
information to reflect subsequent results, changes in assumptions
or changes in other factors affecting forward-looking information.
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