NEW YORK, Jan. 4, 2019 /PRNewswire/ -- Ready Capital
Corporation (NYSE: RC) (the "Company") announced today that it has
set a record date for the special meeting of its stockholders to,
among other things, consider and vote on a proposal to approve the
issuance of shares of common stock of the Company pursuant to the
previously announced definitive merger agreement with Owens Realty
Mortgage, Inc. (NYSEAM: ORM) ("ORM")
Stockholders of record as of the close of business on
January 14, 2019 (the "Record Date")
will be entitled to vote at the special meeting expected to occur
on February 28, 2019. The
ongoing federal government shutdown could affect the timing of the
special meeting. The merger, pursuant to which the Company
will acquire ORM, is subject to certain customary closing
conditions and the receipt of approvals of stockholders of the
Company and ORM.
Forward-Looking Statements
This press release contains statements that constitute
"forward-looking statements," as such term is defined in Section
27A of the Securities Act and Section 21E of the Exchange Act and
such statements are intended to be covered by the safe harbor
provided by the same. These statements are based on current
expectations and beliefs of the Company and ORM and are subject to
a number of trends and uncertainties that could cause actual
results to differ materially from those described in the
forward-looking statements; neither the Company nor ORM can give
any assurance that its expectations will be attained.
Factors that could cause actual results to differ materially
from expectations include, but are not limited to, the risk that
the merger will not be consummated within the expected time period
or at all; the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger
agreement; the inability to obtain stockholder approvals relating
to the merger and issuance of shares in connection therewith or the
failure to satisfy the other conditions to completion of the
merger; fluctuations in the adjusted book value per share of the
shares of both the Company and ORM; risks related to disruption of
management's attention from the ongoing business operations due to
the proposed merger; the effect of the announcement of the proposed
merger on the Company's and ORM's operating results and businesses
generally; the outcome of any legal proceedings relating to the
merger; changes in future loan acquisition and production; the
ability to retain key personnel; availability of suitable
investment opportunities; changes in interest rates; changes in the
yield curve; changes in prepayment rates; the availability and
terms of financing; general economic conditions; market conditions;
conditions in the market for small balance commercial loans and
other investments; and other
factors, including those set forth in the Risk Factors section of
the Company's Registration Statement on Form S-4 and other reports
filed by the Company and ORM with the SEC, copies of which are
available on the SEC's website, www.sec.gov. Neither the
Company nor ORM undertakes any obligation to update these
statements for revisions or changes after the date of this press
release, except as required by law.
Additional Information and Where to Find It
This press release may be deemed to be solicitation material in
respect of the proposed merger of the Company and ORM. In
connection with the proposed merger, the Company has filed a
Registration Statement on Form S-4, which includes a preliminary
joint proxy statement/prospectus. The Company's stockholders and
other interested persons are advised to read the preliminary joint
proxy statement/prospectus and, when available, the amendments
thereto and the definitive joint proxy statement/prospectus and
documents incorporated by reference therein filed in connection
with the proposed merger, as these materials will contain important
information about the Company, ORM and the proposed merger. When
available, the definitive joint proxy statement/prospectus and
other relevant materials for the proposed merger will be mailed to
stockholders of the Company as of the Record Date. Stockholders
will also be able to obtain copies of the preliminary joint proxy
statement/prospectus, the definitive joint proxy
statement/prospectus and other documents filed with the SEC that
will be incorporated by reference therein, without charge, once
available, at the SEC's web site at www.sec.gov, or on the Company's website at
https://readycapital.com, or by directing a request to the
Company's Investor Relations at InvestorRelations@readycapital.com
or at (212) 257-4666.
Participants in Solicitation
The Company, its directors, executive officers and certain
employees may be deemed to be participants in the solicitation of
proxies in respect of the proposed merger. Information regarding
the Company's directors and executive officers is available in its
proxy statement filed with the SEC. Additional information
regarding these persons and their interests in the proposed merger
is included in the joint proxy statement/prospectus relating to the
proposed merger that has been filed with the SEC. These documents
can be obtained free of charge from the sources indicated
above.
ORM and its directors and executive officers may also be deemed
to be participants in the solicitation of proxies from the
stockholders of the Company in connection with the proposed merger.
A list of the names of such directors and executive officers and
information regarding their interests in the proposed merger are
included in the joint proxy statement/prospectus for the proposed
merger.
About Owens Realty Mortgage, Inc.
Owens Realty Mortgage, Inc., a Maryland corporation,
is a specialty finance mortgage company organized to qualify as a
real estate investment trust ("REIT") that focuses on the
origination, investment, and management of commercial real estate
mortgage loans. ORM provides customized, short-term acquisition and
transition capital to small balance and middle-market investors
that require speed and flexibility. ORM's primary objective is to
provide investors with attractive current income and long-term
shareholder value. Owens Realty Mortgage, Inc. is headquartered
in Walnut Creek, California,
and is externally managed and advised by Owens Financial Group,
Inc.
About Ready Capital Corporation
Ready Capital Corporation (NYSE: RC) is a multi-strategy
real estate finance company that originates, acquires, finances and
services small- to medium-sized balance commercial loans. The
Company specializes in loans backed by commercial real estate,
including agency multifamily, investor and bridge as well as SBA
7(a) business loans. Headquartered in New York, New York, the Company employs over 400 lending
professionals nationwide. The Company is externally managed and advised by
Waterfall Asset Management, LLC.
No Offer or Solicitation
This press release shall not constitute a solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the proposed merger. This press release shall also
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 states or jurisdictions 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 of 1933, as
amended, or an exemption therefrom.
Contact
Investor Relations
Ready Capital Corporation
212-257-4666
InvestorRelations@readycapital.com
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SOURCE Ready Capital Corporation