Western Asset Mortgage Capital Corporation
Encourages Stockholders to Vote “FOR” the Merger
Western Asset Mortgage Capital Corporation (the “Company,” “we,”
or “WMC”) (NYSE: WMC) announced today that leading proxy advisory
firm Institutional Shareholder Services Inc. (“ISS”) recommends
that stockholders vote “FOR” the proposed merger with AG Mortgage
Investment Trust, Inc. (“MITT”), in which each outstanding share of
WMC common stock will be converted into the right to receive (i)
1.498 shares of MITT common stock and (ii) the per share portion of
a cash payment equal to the lesser of $7,000,000 or approximately
9.9% of the aggregate per share merger consideration. Any
difference between $7,000,000 and such smaller amount will be used
to benefit the combined company post-closing by offsetting
reimbursable expenses that would otherwise be payable to AG REIT
Management, LLC, which would be the manager of the combined
company.
In its October 26, 2023 report, ISS notes, among other
things:1
- “The sales process was thorough, highlighted by a public
announcement of a strategic review and a multi-step auction
process.”
- “The strategic rationale is sound, and the mixed form of
consideration provides liquidity and certainty of value and the
ability to participate in the upside potential of the combined
company.”
- “The combined company will have enhanced scale relative to WMC
on a standalone basis, with increased cash resources, enhanced
trading liquidity, and greater portfolio diversification. Further,
both companies have expressed they have similarly aligned
investment strategies focused on securitizing residential mortgage
loans. Lastly, the merger will reset the current WMC management
fee, resulting in material annual expense savings of approximately
$5 million to $7 million exclusive of MITT's manager waiving $2.4
million in fees in the first year following the transaction
close.”
Bonnie Wongtrakool, Chief Executive Officer and Director of WMC,
said, “We are pleased that ISS recognizes the financial benefits of
the proposed merger and supports our Board of Directors’
recommendation that stockholders vote “FOR” the merger. We
encourage all stockholders of WMC to follow the recommendations of
ISS and the Board of Directors by voting “FOR” the
merger.”
As previously announced, a special meeting of stockholders of
WMC (the “Special Meeting”) will be held on November 7, 2023, at
9:00 a.m., Pacific Time, in virtual-only meeting format, to
consider and vote upon the proposed merger, among other
proposals.
If WMC stockholders have any questions or need assistance in
voting their shares, they should contact WMC’s proxy solicitor,
Morrow Sodali, LLC, by calling +1 (800) 662-5200 (toll-free from
the U.S.) or +1 (203) 658-9400 (from foreign countries).
If approved at the Special Meeting, the merger is expected to
close within two business days thereafter, subject to the
satisfaction of the remaining customary closing conditions set
forth in the merger agreement and discussed in the definitive joint
proxy statement/prospectus filed with the U.S. Securities and
Exchange Commission (the “SEC”) by WMC and MITT on September 29,
2023 and mailed to stockholders on or about October 3, 2023.
Following consummation of the merger, the separate corporate
existence of WMC will cease and WMC’s shares of common stock will
cease to be listed on the New York Stock Exchange.
ABOUT WMC
WMC is a real estate investment trust that invests in, finances,
and manages a diverse portfolio of assets consisting of Residential
Whole Loans, Non-Agency RMBS, and to a lesser extent GSE Risk
Transfer Securities, Commercial Loans, Non-Agency CMBS, Agency
RMBS, Agency CMBS, and ABS. WMC is externally managed and advised
by Western Asset Management Company, LLC, an investment advisor
registered with the Securities and Exchange Commission and a
wholly-owned subsidiary of Franklin Resources, Inc.
Important Additional Information and Where to Find It
In connection with the proposed Merger, MITT has filed with the
SEC a registration statement on Form S-4 (File No. 333-274319) (the
“Registration Statement”), which was declared effective by the SEC
on September 29, 2023. The Registration Statement includes a
prospectus of MITT and a joint proxy statement of WMC and MITT (the
“joint proxy statement/prospectus”). The joint proxy
statement/prospectus contains important information about WMC, MITT
the proposed Merger and related matters. WMC and MITT may file with
the SEC other documents regarding the Merger. The definitive joint
proxy statement/prospectus has been sent to the stockholders of WMC
and MITT, and contains important information about WMC, MITT the
proposed Merger and related matters. This communication is not a
substitute for any proxy statement, registration statement, tender
or exchange offer statement, prospectus or other document WMC or
MITT has filed or may file with the SEC in connection with the
proposed Merger and related matters. INVESTORS AND SECURITY
HOLDERS ARE ADVISED TO READ THE REGISTRATION STATEMENT ON FORM S-4
AND THE RELATED JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ALL
AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER RELEVANT DOCUMENTS
THAT ARE FILED OR MAY BE FILED BY WMC AND MITT WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT
INFORMATION ABOUT WMC, MITT AND THE PROPOSED MERGER. Investors
and security holders may obtain copies of these documents free of
charge through the website maintained by the SEC at www.sec.gov.
Copies of the documents filed by WMC with the SEC are also
available free of charge on WMC’s website at
www.westernassetmcc.com. Copies of the documents filed by MITT with
the SEC are also available free of charge on MITT’s website at
www.agmit.com.
Participants in the Solicitation Relating to the
Merger
WMC, MITT and certain of their respective directors and
executive officers and certain other affiliates of WMC and MITT may
be deemed to be participants in the solicitation of proxies from
the common stockholders of WMC and MITT in respect of the proposed
Merger. Information regarding WMC and its directors and executive
officers and their ownership of common stock of WMC can be found in
WMC’s Annual Report on Form 10-K for the fiscal year ended December
31, 2022, filed with the SEC on March 13, 2023, and in its
definitive proxy statement relating to its 2023 annual meeting of
stockholders, filed with the SEC on May 2, 2023. Information
regarding MITT and its directors and executive officers and their
ownership of common stock of MITT can be found in MITT’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2022,
filed with the SEC on February 27, 2023, and in its definitive
proxy statement relating to its 2023 annual meeting of
stockholders, filed with the SEC on March 22, 2023. Additional
information regarding the interests of such participants in the
Merger is included in the joint proxy statement/prospectus and
other relevant documents relating to the proposed Merger filed with
the SEC. These documents are available free of charge on the SEC’s
website and from WMC or MITT, as applicable, using the sources
indicated above.
No Offer or Solicitation
This communication and the information contained herein shall
not constitute an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act, as amended (the
“Securities Act”). This communication may be deemed to be
solicitation material in respect of the proposed Merger.
Forward-Looking Statements
This document contains certain “forward-looking” statements
within the meaning of Section 27A of the Securities Act and Section
21E of the Exchange Act, as amended. WMC and MITT 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 WMC and MITT 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: WMC’s and MITT’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
securing the necessary stockholder approval from WMC’s and MITT’s
respective stockholders and satisfaction of other 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 WMC and MITT 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 stockholder litigation in
connection with the proposed Merger, including resulting expense or
delay; the risk that WMC’s and MITT’s respective businesses will
not be integrated successfully or that such integration may be more
difficult, time-consuming or costly than expected; and 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 WMC’s and MITT’s common stock. Additional risks and
uncertainties related to WMC’s and MITT’s business are included
under the headings “Forward-Looking Statements” and “Risk Factors”
in WMC’s and MITT’s Annual Report on Form 10-K for the year ended
December 31, 2022, WMC’s and MITT’s Quarterly Report on Form 10-Q
for the quarter ended June 30, 2023, the joint proxy
statement/prospectus and in other reports and documents filed by
either company with the SEC from time to time. Moreover, other
risks and uncertainties of which WMC or MITT 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 WMC or
MITT on their respective websites or otherwise. Neither WMC nor
MITT 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.
1 Permission to use quotations was neither sought nor
obtained.
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version on businesswire.com: https://www.businesswire.com/news/home/20231027210287/en/
Investors Western Asset Mortgage Capital Corporation
Larry Clark Financial Profiles, Inc. (310) 622-8223
lclark@finprofiles.com
Media Western Asset Mortgage Capital Corporation Tricia
Ross Financial Profiles, Inc. (310) 622-8226
tross@finprofiles.com
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