Enterprise Acquisition Corp. Announces Change to Warrantholder Proposal for
Special Meeting to Extend Warrant Expiration Date from November 7, 2011 to
November 7, 2013
BOCA RATON, Fla., Oct. 7
BOCA RATON, Fla., Oct. 7 /PRNewswire-FirstCall/ -- Enterprise Acquisition
Corp. (NYSE Amex, Units: "EST.U", Common Stock: "EST," Warrants: "EST.WS")
("Enterprise") announced today that at the special meeting of Enterprise
warrantholders, warrantholders will be voting to extend the expiration date of
the Enterprise warrants from November 7, 2011 to November 7, 2013, instead of
November 7, 2012 as previously contemplated in filings with the Securities and
Exchange Commission ("SEC").
On October 5, 2009, ARMOUR Residential REIT, Inc. ("ARMOUR") filed Amendment
No. 2 to the Registration Statement on Form S-4 ("Amendment No. 2") with the
Securities and Exchange Commission, which includes a proxy statement for
stockholders and warrantholders of Enterprise. In addition to a special
meeting of stockholders to vote upon the proposed business combination
involving Enterprise and ARMOUR, at a special meeting of warrantholders,
warrantholders will vote upon a proposal (the "Warrant Amendment Proposal") to
amend certain terms of the Warrant Agreement, dated as of November 7, 2007,
between Enterprise and Continental Stock Transfer & Trust Company (the
"Warrant Agreement"), which governs the terms of Enterprise's outstanding
The Warrant Amendment Proposal will amend the Warrant Agreement to provide
that (i) the exercise price of Enterprise's warrants be increased from $7.50
to $11.00 per share, and (ii) the expiration date of the warrants will be
extended from November 7, 2011 to November 7, 2013. Amendment No. 2 reflects a
change agreed upon by Enterprise and ARMOUR to extend the expiration date to
November 7, 2013, a two year extension, instead of November 7, 2012, a one
year extension, as previously contemplated in Amendment No. 1 to ARMOUR's
Registration Statement on Form S-4.
Prior to filing a definitive proxy statement/prospectus, the Enterprise
preliminary proxy statement/prospectus can be found in ARMOUR's Amendments to
Registration Statement on Form S-4.
Upon consummation of the business combination, ARMOUR's investment team will
be led by Co-Chief Executive Officers Scott J. Ulm and Jeffrey J. Zimmer. Mr.
Ulm has 23 years of structured finance and debt capital markets experience,
including mortgage-backed securities. Since 2005, Mr. Ulm has been Chief
Executive Officer of Litchfield Capital Holdings, a structured finance
manager. From 1986-2005, he held a variety of senior positions at Credit
Suisse both in New York and London including Global Head of Asset-Backed
securities, Head of United States and European Debt Capital Markets, and
Global Co-Head of Collateralized Debt Obligations. While at Credit Suisse, Mr.
Ulm was responsible for the underwriting and execution of more than $100
billion of mortgage and asset-backed securities.
Mr. Zimmer has worked in the mortgage securities market for 25 years. From
September 2003 through March 2008 he was Chief Executive Officer of Bimini
Capital Management, Inc., a publicly traded REIT which managed over $4 billion
of agency mortgage assets, approximately $4 billion in short term repurchase
liabilities, and $100 million in long term debt. Prior to 2003, he was a
managing director at RBS/Greenwich Capital in the Mortgage-Backed and
Asset-Backed Department where since 1990, he held various positions that
included working closely with some of the nation's largest hedge funds,
mortgage banks and investment management firms on various mortgage-backed
securities investments. Mr. Zimmer was employed at Drexel Burnham Lambert in
the institutional mortgage-backed sales area from 1984-1990.
Enterprise Acquisition Corp.
Located in Boca Raton, Florida, Enterprise Acquisition Corp.
(www.enterpriseacq.com) is a blank check company formed for effecting a
merger, capital stock exchange, asset acquisition or other similar business
combination with one or more operating businesses. The prospective target is
not limited to a particular industry.
This press release contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995, about Enterprise, ARMOUR
and their combined business after completion of the proposed acquisition.
Forward-looking statements are statements that are not historical facts. Such
forward-looking statements, based upon the current beliefs and expectations of
Enterprise's and ARMOUR's management, are subject to risks and uncertainties,
which could cause actual results to differ from the forward-looking
statements. The following factors, among others, could cause actual results to
differ from those set forth in the forward-looking statements: the failure of
Enterprise stockholders to approve the merger agreement and the transactions
contemplated thereby; the number and percentage of Enterprise's stockholders
voting against the acquisition and electing conversion rights; changing
interpretations of generally accepted accounting principles; continued
compliance with government regulations; legislation or regulatory
environments; cyclical business trends; general economic conditions;
geopolitical events and regulatory changes, as well as other relevant risks
detailed in Enterprise's filings with the SEC. The information set forth
herein should be read in light of such risks. Neither Enterprise nor ARMOUR
assumes any obligation to update the information contained in this press
Enterprise and ARMOUR caution that the foregoing list of factors is not
exclusive. Additional information concerning these and other risk factors is
contained in Enterprise and ARMOUR's filings with the SEC. All subsequent
written and oral forward-looking statements concerning Enterprise and ARMOUR,
the merger, the related transactions or other matters and 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
This communication is being made in respect of the proposed business
combination involving Enterprise and ARMOUR. In connection with the proposed
transaction, ARMOUR has filed Amendment No. 2 to the Registration Statement on
Form S-4 with the SEC on October 5, 2009, in each case, that contains a
preliminary Proxy Statement/Prospectus for Enterprise. The definitive Proxy
Statement/Prospectus will be mailed to stockholders and warrantholders of
Enterprise as of the record date of October 5, 2009. INVESTORS AND SECURITY
HOLDERS OF ENTERPRISE ARE URGED TO READ THE DEFINITIVE PROXY
STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR
ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders
will be able to obtain free copies of the definitive Proxy
Statement/Prospectus (when available) and other documents filed with the SEC
by Enterprise and ARMOUR through the website maintained by the SEC at
www.sec.gov. Free copies of the definitive Proxy Statement/Prospectus (when
available) and other documents filed with the SEC can also be obtained by
directing a request to Enterprise Acquisition Corp., 6800 Broken Sound
Parkway, Boca Raton, Florida 33487 Attention: Investor Relations.
Participants in Solicitation
Enterprise and ARMOUR and their respective directors and executive officers
and other persons may be deemed to be participants in the solicitation of
proxies in respect of the proposed transaction. Information regarding
Enterprise's directors and executive officers is available in its Annual
Report on Form 10-K for the year ended December 31, 2008, which was filed with
the SEC on March 16, 2009, and information regarding ARMOUR's directors and
executive officers will be available in the definitive Proxy
Statement/Prospectus to be filed with the SEC by Enterprise and ARMOUR when it
becomes available. Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect interests, by
security holdings or otherwise, will be contained in the definitive Proxy
Statement/Prospectus and other relevant materials to be filed with the SEC
when they become available.
Chief Financial Officer
Enterprise Acquisition Corp.
SOURCE Enterprise Acquisition Corp.
Contact: Ezra Shashoua, Chief Financial Officer, of Enterprise Acquisition
Press spacebar to pause and continue. Press esc to stop.