NEW YORK, March 21, 2019 /PRNewswire/ -- Ready Capital
Corporation (NYSE: RC) ("Ready Capital" or the "Company") today
announced that at the special meeting of stockholders held today,
its stockholders approved the issuance of the Company's common
stock pursuant to the terms of the previously announced merger
agreement with Owens Realty Mortgage, Inc. (NYSE American: ORM)
("ORM").
The merger is expected to close on March
29, 2019, subject to customary closing conditions. As a
result of the merger, among other things, each share of common
stock, par value $0.01 per share, of
ORM ("ORM common stock") outstanding at the effective time of the
merger will be converted into the right to receive from Ready
Capital 1.441 shares of common stock, par value $0.0001 per share, of Ready Capital ("Ready
Capital Common Stock"). Cash will be paid in lieu of fractional
shares of Ready Capital Common Stock that would have been received
as a result of the Merger.
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 of 1933 and Section 21E of the Securities
Exchange Act of 1934 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; 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 Ready
Capital'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
Ready Capital's Registration Statement on Form S-4, declared
effective by the SEC on February 15,
2019, and other reports filed by Ready Capital and ORM with
the SEC, copies of which are available on the SEC's
website, www.sec.gov. Neither Ready Capital 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.
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. Ready
Capital 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, Ready Capital employs over 400 lending
professionals nationwide. The company is externally managed and
advised by Waterfall Asset Management, LLC.
Contact
Investor Relations
Ready Capital Corporation
212-257-4666
InvestorRelations@readycapital.com
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SOURCE Ready Capital Corporation