Saxon Capital, Inc. Shareholders Approve Acquisition by Morgan Stanley Mortgage Capital Inc.
31 Outubro 2006 - 2:29PM
Business Wire
Saxon Capital, Inc. (�Saxon� or the �Company�) (NYSE: SAX), a
residential mortgage lending and servicing real estate investment
trust (REIT), announced today that the Company�s shareholders
approved the merger, upon the terms and subject to the conditions
set forth in the Agreement and Plan of Merger (the �Merger
Agreement�), dated as of August 8, 2006, by and among Morgan
Stanley Mortgage Capital Inc. (�MS Mortgage�), Angle Merger
Subsidiary Corporation, a direct wholly-owned subsidiary of MS
Mortgage, and the Company, of Angle Merger Sub Corporation with and
into the Company, with the Company becoming a wholly-owned
subsidiary of MS Mortgage. The merger and other transactions
contemplated by the Merger Agreement, including an amendment to the
Company�s corporate charter as part of the merger, were approved by
approximately 72% of the Company�s outstanding shares of common
stock. The Company has made substantial progress toward
satisfaction of the closing conditions contained in the Merger
Agreement, and the merger is expected to close in December 2006.
Upon closing, the Company�s common stock will no longer be publicly
traded. Under the terms of the Merger Agreement, shareholders will
receive $14.10 in cash, less applicable withholding taxes, for each
share of common stock owned at the effective date of the merger.
About Saxon Saxon is a residential mortgage lender and servicer
that manages a portfolio of mortgage assets. Saxon purchases,
securitizes, and services real property secured mortgages and
elects to be treated as a real estate investment trust (REIT) for
federal tax purposes. The Company is headquartered in Glen Allen,
Virginia and has additional primary facilities in Fort Worth, Texas
and Foothill Ranch, California. Saxon�s mortgage loan production
subsidiary, Saxon Mortgage, Inc., originates and purchases mortgage
loans through indirect and direct lending channels using a network
of brokers, correspondents, and its retail lending centers. As of
June 30, 2006, Saxon�s servicing subsidiary, Saxon Mortgage
Services, Inc., serviced a mortgage loan portfolio of $26.4
billion. For more information, visit www.saxonmortgage.com.
Information Regarding Forward Looking Statements This press release
contains forward-looking statements within the meaning of the �safe
harbor� provisions of the Private Securities Litigation Reform Act
of 1995. Statements about the expected effects, timing and
completion of the proposed transaction and all other statements in
this release, other than historical facts, constitute
forward-looking statements. You can identify forward-looking
statements because they contain words such as "believes,"
"expects," "may," "will," "would," "should," "seeks,"
"approximately," "intends," "plans," "estimates," or "anticipates"
or similar expressions which concern our strategy, plans or
intentions. All forward-looking statements are subject to risks and
uncertainties that may change at any time, and, therefore, actual
results may differ materially from what is expected. While we
believe that our assumptions and expectations are reasonable, we
caution that it is very difficult to predict the impact of known
factors, and, of course, it is impossible for us to anticipate all
factors that could affect actual results. In particular, we may not
be able to complete the proposed transaction on the terms
summarized above or other acceptable terms, or at all, due to a
number of factors, including the failure to obtain approval of our
shareholders, regulatory approvals or to satisfy other customary
closing conditions. The factors described in this paragraph and
other factors that may affect our business or future financial
results generally are discussed in our filings with the Securities
and Exchange Commission, including our Form 10-K for the year ended
December 31, 2005, a copy of which may be obtained from us without
charge. You should not place undue reliance on our forward-looking
statements, which speak only as of the date of this press release.
Unless legally required, we assume no obligation to update any
written or oral forward-looking statement made by us or on our
behalf as a result of new information, future events or otherwise.
Saxon Capital, Inc. ("Saxon" or the "Company") (NYSE: SAX), a
residential mortgage lending and servicing real estate investment
trust (REIT), announced today that the Company's shareholders
approved the merger, upon the terms and subject to the conditions
set forth in the Agreement and Plan of Merger (the "Merger
Agreement"), dated as of August 8, 2006, by and among Morgan
Stanley Mortgage Capital Inc. ("MS Mortgage"), Angle Merger
Subsidiary Corporation, a direct wholly-owned subsidiary of MS
Mortgage, and the Company, of Angle Merger Sub Corporation with and
into the Company, with the Company becoming a wholly-owned
subsidiary of MS Mortgage. The merger and other transactions
contemplated by the Merger Agreement, including an amendment to the
Company's corporate charter as part of the merger, were approved by
approximately 72% of the Company's outstanding shares of common
stock. The Company has made substantial progress toward
satisfaction of the closing conditions contained in the Merger
Agreement, and the merger is expected to close in December 2006.
Upon closing, the Company's common stock will no longer be publicly
traded. Under the terms of the Merger Agreement, shareholders will
receive $14.10 in cash, less applicable withholding taxes, for each
share of common stock owned at the effective date of the merger.
About Saxon Saxon is a residential mortgage lender and servicer
that manages a portfolio of mortgage assets. Saxon purchases,
securitizes, and services real property secured mortgages and
elects to be treated as a real estate investment trust (REIT) for
federal tax purposes. The Company is headquartered in Glen Allen,
Virginia and has additional primary facilities in Fort Worth, Texas
and Foothill Ranch, California. Saxon's mortgage loan production
subsidiary, Saxon Mortgage, Inc., originates and purchases mortgage
loans through indirect and direct lending channels using a network
of brokers, correspondents, and its retail lending centers. As of
June 30, 2006, Saxon's servicing subsidiary, Saxon Mortgage
Services, Inc., serviced a mortgage loan portfolio of $26.4
billion. For more information, visit www.saxonmortgage.com.
Information Regarding Forward Looking Statements This press release
contains forward-looking statements within the meaning of the "safe
harbor" provisions of the Private Securities Litigation Reform Act
of 1995. Statements about the expected effects, timing and
completion of the proposed transaction and all other statements in
this release, other than historical facts, constitute
forward-looking statements. You can identify forward-looking
statements because they contain words such as "believes,"
"expects," "may," "will," "would," "should," "seeks,"
"approximately," "intends," "plans," "estimates," or "anticipates"
or similar expressions which concern our strategy, plans or
intentions. All forward-looking statements are subject to risks and
uncertainties that may change at any time, and, therefore, actual
results may differ materially from what is expected. While we
believe that our assumptions and expectations are reasonable, we
caution that it is very difficult to predict the impact of known
factors, and, of course, it is impossible for us to anticipate all
factors that could affect actual results. In particular, we may not
be able to complete the proposed transaction on the terms
summarized above or other acceptable terms, or at all, due to a
number of factors, including the failure to obtain approval of our
shareholders, regulatory approvals or to satisfy other customary
closing conditions. The factors described in this paragraph and
other factors that may affect our business or future financial
results generally are discussed in our filings with the Securities
and Exchange Commission, including our Form 10-K for the year ended
December 31, 2005, a copy of which may be obtained from us without
charge. You should not place undue reliance on our forward-looking
statements, which speak only as of the date of this press release.
Unless legally required, we assume no obligation to update any
written or oral forward-looking statement made by us or on our
behalf as a result of new information, future events or otherwise.
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