Hanover Capital Mortgage Holdings, Inc. Announces Stockholders Approval of Merger With Walter Industries, Inc.'s Financing Busin
April 17 2009 - 8:53AM
PR Newswire (US)
EDISON, N.J., April 17 /PRNewswire-FirstCall/ -- Hanover Capital
Mortgage Holdings, Inc. (NYSE Amex: HCM) (the "Company" or
"Hanover") announced today that on April 15, 2009, the Company's
stockholders approved its merger with Walter Investment Management
LLC ("Spinco"), the financing business of Walter Industries, Inc.
("Walter Industries") at a special meeting held on that date. The
Company's stockholders also approved the other proposals presented
to them at the meeting, including each of the proposals required to
be approved to satisfy conditions to the closing of the merger. A
final tabulation of the votes conducted after the meeting confirmed
the same. Separately, Walter Industries announced that it received
a favorable ruling from the Internal Revenue Service regarding the
partially tax-free nature of the spin-off and certain other
matters, which satisfies an additional condition to the closing of
the merger. The closing of the merger and related transactions
continue to be subject to the satisfaction of other conditions.
However, the Company currently expects Walter Industries to
complete the spin-off of Spinco and the closing of the merger of
Hanover and Spinco to occur after the close of trading on the New
York Stock Exchange Amex on April 17, 2009. The newly formed
company, which will be named Walter Investment Management Corp.
(NYSE Amex: WAC), is expected to begin "regular way" trading on the
NYSE Amex when the market opens on Monday, April 20, 2009. About
Hanover Capital Mortgage Holdings Hanover Capital Mortgage
Holdings, Inc. is a mortgage REIT staffed by seasoned mortgage
capital markets professionals. Hanover invests in prime mortgage
loans and mortgage securities backed by prime mortgage loans. For
further information, visit Hanover's Web site at
http://www.hanovercapitalholdings.com/. Additional Information and
Where to Find It In connection with the proposed spin-off of the
financing business of Walter Industries, Inc. through its
wholly-owned subsidiary, Walter Investment Management LLC, and the
proposed merger of Walter Investment Management LLC with Hanover
Capital Mortgage Holdings, Inc. and certain related transactions,
Hanover Capital Mortgage Holdings, Inc. filed a registration
statement with the SEC on Form S-4, as amended, containing a proxy
statement/prospectus (Registration No. 333-155091), and Hanover
Capital Mortgage Holdings, Inc. will be filing other documents
regarding the proposed transaction with the SEC as well. Copies of
the proxy statement/prospectus, as well as other filings containing
information about Hanover Capital Mortgage Holdings, Inc. and
Walter Industries, Inc., can be obtained, without charge, at the
SEC's website (http://www.sec.gov/) . Copies of the proxy
statement/prospectus and the other filings with the SEC that will
be incorporated by reference in the proxy statement/prospectus can
also be obtained, without charge, at Hanover Capital Mortgage
Holdings, Inc.'s website (http://www.hanovercapitalholdings.com/).
Safe Harbor Statement Except for historical information contained
herein, the statements in this release are forward-looking and made
pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements,
including expressions such as "believe," "anticipate," "expect,"
"estimate," "intend," "may," "will," and similar expressions
involve known and unknown risks, uncertainties, and other factors
that may cause Hanover's or Walter Industries' actual results in
future periods to differ materially from the expectations expressed
or implied by such forward-looking statements. These factors
include, among others, the following: the market demand for
Hanover's and Walter Industries' products as well as changes in
costs and the availability of raw material, labor, equipment and
transportation; changes in weather and geologic conditions; changes
in extraction costs, pricing and assumptions and projections
concerning reserves in Walter Industries' mining operations;
changes in customer orders; pricing actions by Hanover's and Walter
Industries' competitors, customers, suppliers and contractors;
changes in governmental policies and laws; further changes in the
mortgage-backed capital markets; changes in general economic
conditions; and the successful implementation and anticipated
timing of any strategic actions and objectives that may be pursued,
including the announced separation of the financing business from
Walter Industries. In particular, the separation of Walter
Industries' financing business is subject to a number of closing
conditions which may be outside of Walter Industries' control.
Forward-looking statements made by Hanover in this release, or
elsewhere, speak only as of the date on which the statements were
made. Any forward-looking statements should be considered in
context with the various disclosures made by Hanover and Walter
Industries about our respective businesses, including the Risk
Factors described in Hanover's 2008 Annual Report on Form 10-K, the
Risk Factors described in Walter Industries' 2008 Annual Report on
Form 10-K, and each of Hanover's and Walter Industries' other
filings with the Securities and Exchange Commission. Neither
Hanover nor Walter Industries undertakes any obligation to update
its forward-looking statements as of any future date. DATASOURCE:
Hanover Capital Mortgage Holdings, Inc. CONTACT: John Burchett,
CEO, or Irma Tavares, COO, or Harold McElraft, CFO, all of Hanover
Capital Mortgage Holdings, Inc., +1-732-593-1044 Web Site:
http://www.hanovercapitalholdings.com/
Copyright