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Western Asset Mortgage Capital Corporation (the "Company," "we," or "WMC") (NYSE:WMC) announced today that its stockholders have voted to approve the proposed merger transaction with AG Mortgage Investment Trust, Inc. ("MITT") (NYSE:MITT) at a special meeting of stockholders of WMC held today.
Approximately 55% of the issued and outstanding shares of WMC common stock entitled to vote at the special meeting of stockholders of WMC voted in favor of the adoption of the previously announced Agreement and Plan of Merger, dated as of August 8, 2023 (the "Merger Agreement"), by and among MITT, AGMIT Merger Sub, LLC, a wholly owned subsidiary of MITT ("Merger Sub"), WMC and, solely for the limited purposes set forth therein, AG REIT Management, LLC ("MITT Manager"), and the approval of the transactions contemplated thereby, including the merger of WMC with and into Merger Sub, with Merger Sub continuing as the surviving entity and a subsidiary of MITT (the "Merger").
"On behalf of the Board of Directors of WMC, I would like to thank our stockholders for their support of this transaction," said James Hirschmann, Chairman of the Board of Directors of WMC. "We look forward to working with MITT to successfully complete the Merger," added Bonnie Wongtrakool, Chief Executive Officer of WMC.
If the Merger is completed, and upon the satisfaction of the conditions set forth in the Merger Agreement, each outstanding share of WMC common stock will be converted into the right to receive: (i) from MITT, 1.498 shares of MITT common stock and (ii) from MITT Manager, the per share portion of a cash payment equal to the lesser of $7,000,000 or approximately 9.9% of the aggregate per share merger consideration. Any difference between $7,000,000 and such smaller amount will be used to benefit the combined company post-closing by offsetting reimbursable expenses that would otherwise be payable to MITT Manager, which will be the manager of the combined company. MITT will pay cash in lieu of any fractional shares of MITT common stock that would otherwise have been received as a result of the Merger.
The Merger is expected to close on December 6, 2023, subject to the satisfaction of the remaining customary closing conditions set forth in the Merger Agreement and discussed in detail in the joint proxy statement/prospectus filed with the U.S. Securities and Exchange Commission (the "SEC") on September 29, 2023.
