RAM Ram Active

HAMILTON, Bermuda, March 1 /PRNewswire-FirstCall/ -- RAM Holdings Ltd. (Pink Sheets: RAMR.PK) ("RAM Holdings") and RAM Reinsurance Company Ltd. ("RAM Re", and together with RAM Holdings, the "Companies") announced today that they reached agreement with Vernon M. Endo, President and Chief Executive Officer, and Edward U. Gilpin, Chief Financial Officer to leave the Companies to pursue other interests, effective May 14, 2010. David K. Steel, Chief Risk Manager, will become President and CEO of RAM Re and RAM Holdings Ltd., effective May 14, 2010. The Companies have not yet determined a successor to the CFO position. Steven J. Tynan, Chairman of the Board, said, "The Board thanks Vern and Ted for their years of service to the Companies. The Board especially appreciates all of their efforts to stabilize the Companies during a very challenging environment. It is simply time for the Companies to further reduce expenses as operations wind down. We wish Vern and Ted well in their future endeavors." In addition, the Companies announced that Joseph Donovan, a Director, had resigned from the Board effective March 1, 2010. Mr. Donovan did not express any disagreement with the Companies. The Companies will announce a successor Director when identified. RAM Holdings also announced today the extension of the Series A Expiration Date, the establishment of a new Withdrawal Deadline and the offering of modified consideration with respect to RAM Holdings' previously announced tender offer to purchase any and all of the outstanding Non-Cumulative Preference Shares, Series A, with a par value of US $0.10 per share and a liquidation preference of US $1,000 per share (the "Series A Preference Shares"), of RAM Holdings (the "Series A Tender Offer"), and RAM Re announced today the extension of the Class B Early Tender Deadline and Expiration Date and the establishment of a new Withdrawal Deadline with respect to RAM Re's previously announced tender offer to purchase any and all of the outstanding Class B Preference Shares, with a par value of US $1,000 per share and a liquidation preference of US $100,000 per share (the "Class B Preference Shares", and together with the Series A Preference Shares, the "Preference Shares") of RAM Re (the "Class B Tender Offer", and together with the Series A Tender Offer, the "Tender Offers"). RAM Holdings has extended the Series A Expiration Date for the Series A Tender Offer to 11:59 p.m., New York City time, on March 12, 2010 (such date and time, as the same may be extended or earlier terminated, the "Series A Expiration Date"). The Series A Expiration Date was previously set to be 5:00 p.m., New York City time, on February 26, 2010. RAM Holdings is offering to purchase the Series A Preference Shares at a price per share equal to $250.00 (the "Series A Total Consideration"), comprised of the Series A Purchase Price of $200 and the Series A Early Tender Premium of $50.00, in the case of Series A Preference Shares tendered (and not subsequently validly withdrawn) on or before the Series A Expiration Date and accepted by RAM Holdings. Holders of Series A Preference Shares may validly withdraw their previously tendered Series A Preference Shares at any time prior to 5:00 p.m., New York City time, on March 5, 2010 (the "Series A Second Amended Withdrawal Deadline"). Holders of all Series A Preference Shares that are validly tendered and not subsequently validly withdrawn as of the Series A Second Amended Withdrawal Deadline will be accepted by RAM Holdings immediately and will be promptly paid the Series A Total Consideration, prior to the Series A Expiration Date. RAM Holdings expects this early payment date to be approximately three business days after the Series A Second Amended Withdrawal Deadline. RAM Re has extended the Class B Early Tender Deadline for the Class B Tender Offer to 11:59 p.m., New York City time, on March 5, 2010 (such date and time, as the same may be extended or earlier terminated, the "Class B Early Tender Deadline") and the Class B Expiration Date for the Class B Tender Offer to 11:59 p.m., New York City time, on March 5, 2010 (such date and time, as the same may be extended or earlier terminated, the "Class B Expiration Date"). Both the Class B Early Tender Deadline and the Class B Expiration Date were previously set to be 11:59 p.m., New York City time, on February 26, 2010. RAM Re is offering to purchase the Class B Preference Shares at a price per share equal to $25,000.00 (the "Class B Total Consideration"), comprised of the Class B Purchase Price of $20,000.00 and the Class B Early Tender Premium of $5,000.00, in the case of Class B Preference Shares tendered (and not subsequently validly withdrawn) on or before the Class B Expiration Date and accepted by RAM Re. Holders of the Class B Preference Shares may validly withdraw their previously tendered Class B Preference Shares at any time prior to 5:00 p.m., New York City time, on March 5, 2010 (the "Class B Second Amended Withdrawal Deadline"). As described' in the Purchase Offer Memorandum and Proxy Statement dated as of January 29, 2010, and the accompanying Proxy, Consent and Letter of Transmittal (together, the "Offer Documents"), RAM Re expects the payment date for all Class B Preference Shares that are validly tendered and not subsequently validly withdrawn and accepted by RAM Re to be approximately three business days after the Class B Expiration Date. Except as described in this press release and the Companies' press releases dated February 12 and February 18, 2010, the terms of each of the Tender Offers set forth in the Offer Documents" remain unchanged. Certain Information Regarding the Tender Offers Deutsche Bank Securities Inc. is acting as dealer manager for the Tender Offers. Questions regarding the Tender Offers may be directed to Deutsche Bank Securities Inc. at: (866) 627-0391 (toll-free) or (212) 250-2955. D.F. King & Co., Inc. is acting as tender agent and information agent for the Tender Offers. Requests for copies of the Offer Documents may be directed to D.F. King & Co., Inc. at (212) 269-5550 (banks and brokers) or (800) 347-4750 (toll-free). This press release is for informational purposes only and does not constitute an offer to purchase, the solicitation of an offer to purchase or a solicitation of tenders. No recommendation is made by RAM Holdings, RAM Re, the dealer manager, tender agent or information agent or any of their respective affiliates as to whether or not holders of Preference Shares should tender their Preference Shares pursuant to the applicable Tender Offer or vote in favor of and consent to the applicable Proposed Amendments. Each Tender Offer is being made solely pursuant to the Offer Documents, which more fully set forth and govern the terms and conditions of such Tender Offer. The Offer Documents contain important information and should be read carefully before any decision is made with respect to the applicable Tender Offer. Forward-Looking Statements This release contains statements that may be considered "forward-looking statements" within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are based on current expectations and the current views of the economic and operating environment and are not guarantees of future performance. A number of risks and uncertainties, including economic competitive conditions, could cause actual results to differ materially from those projected in forward-looking statements. Our actual results could differ materially from those expressed or implied in the forward-looking statements. Among the factors that could cause actual results to differ materially are: (i) our ability to execute our business strategy; (ii) changes in general economic conditions, including inflation, foreign currency exchange rates, interest rates and other factors; (iii) the loss of significant customers with whom we have a concentration of our reinsurance in force; (iv) legislative and regulatory developments; (v) changes in regulation or tax laws applicable to us or our customers; (vi) more severe losses or more frequent losses associated with our products; (vii) losses on credit derivatives; (viii) changes in our accounting policies and procedures that impact RAM Holdings' reported financial results; and (ix) other risks and uncertainties that have not been identified at this time. We undertake no obligation to revise or update any forward-looking statement to reflect changes in conditions, events, or expectations, except as required by law. RAM Holdings Ltd. is a Bermuda-based holding company. Its operating subsidiary, RAM Reinsurance Company Ltd., provides financial guaranty reinsurance for U.S. and international public finance and structured finance transactions. More information can be found at http://www.ramre.com/. DATASOURCE: RAM Holdings Ltd. CONTACT: Ted Gilpin, RAM Holdings Ltd, +1-441-298-2107,tgilpin@ramre.bm Web Site: http://www.ramre.com/

Copyright