Anworth Mortgage Asset Corporation Common Stock (NYSE: ANH)
According to the Complaint, Anworth Mortgage Asset Corporation is a specialty finance mortgage company organized to qualify as a real estate investment trust (“REIT”).
On December 07, 2020, Anworth and Ready Capital Corporation issued a joint press release announcing the Proposed Transaction, pursuant to which Anworth will be acquired by Ready Capital through Ready Capital’s subsidiary RC Merger Subsidiary. Under the terms of the Merger Agreement, each Anworth stockholder will be entitled to receive (i) 0.1688 shares of Ready Capital common stock, and (ii) $0.61 in cash for each share of Anworth common stock they own (the “Merger Consideration”). Upon the closing of the Proposed Transaction, Ready Capital stockholders are expected to own approximately 76% of the combined company’s stock, while Anworth stockholders are expected to own approximately 24% of the combined company’s stock.
On January 4, 2021, Ready Capital filed a Form S-4 Registration Statement with the SEC. The Complaint alleges that the Registration Statement, which recommends that Anworth stockholders vote in favor of the Proposed Transaction, omits or misrepresents material information concerning, among other things: (i) the financial projections for Anworth and Ready Capital and the data and inputs underlying the financial valuation analyses that support the fairness opinion provided by the Company’s financial advisor; (ii) the financial advisor’s potential conflicts of interest; and (iii) the background of the Proposed Transaction.