Tremont Mortgage Trust Announces Final Cash Allocation and Exchange Rate Adjustment for Previously Announced Merger with RMR Mortgage Trust

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NEWTON, Mass – () –Tremont Mortgage Fund (Nasdaq: TRMT) today announced that it announced a final cash distribution to its shareholders of $ 0.17 per TRMT common share to meet its distribution requirements as a real estate investment fund, or REIT, and to avoid income and excise taxation in as a REIT until the closure of the previously announced merger with RMR Mortgage Fund (Nasdaq: RMRM), in accordance with Merger Agreement and Plan dated April 26, 2021 or Merger Agreement. The TRMT distribution will be paid to registered shareholders at the close of business on September 7, 2021, or around September 29, 2021. RMRM also announced today that it has announced a cash distribution to its shareholders of $ 0.15 per RMRM common coin. a share that will be paid to registered shareholders of RMRM as of the close of business on September 7, 2021, approximately September 29, 2021, quarter to September 30, 2021.

In connection with this allocation and pursuant to the Merger Agreement, TRMT and RMRM have adjusted the merger swap ratio from 0.52 of one (1) common share of RMRM for each issued and outstanding common share of TRMT to 0.516 of one (1) common share of RMRM … for each TRMT common share issued and outstanding. The merger is expected to close on September 30, 2021, upon payment of the TRMT and RMRM distributions, subject to the fulfillment or refusal of the closure conditions specified in the Merger Agreement, including obtaining the necessary approvals from the RMRM and TRMT shareholders.

TRMT is a real estate finance company that provides and invests in the first mortgage loans secured by commercial real estate in the mid to transitional period. TRMT is operated by an affiliate RMR Inc. group of companies (Nasdaq: RMR)… Virtually all of RMR’s ​​business is carried out by its controlling subsidiary RMR Group LLC, which is an alternative asset management company with $ 32 billion in assets under management and more than 35 years of institutional experience in buying, selling, financing and operating commercial real estate. … property. For more information on TRMT visit www.trmtreit.com

WARNING REGARDING FORWARD-LOOKING STATEMENTS

This press release contains statements that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. These forward-looking statements are based on TRMT’s current beliefs and expectations, but these statements and the consequences of these statements are not guaranteed and may not occur for various reasons, some of which are beyond TRMT’s control. For example:

  • The merger is expected to close on September 30, 2021, subject to the fulfillment or waiver of the closing conditions, including obtaining the necessary approvals from the shareholders of RMRM and TRMT, and RMRM and TRMT cannot be sure that these conditions will be met or canceled. … Accordingly, the Merger may not complete until September 30, 2021 or at all, or the terms of the Merger Agreement may change.

The information contained in TRMT filings with the Securities and Exchange Commission or the SEC, including in or included in the Risk Factors section of TRMT’s periodic reports, identifies other important factors that may cause actual TRMT results to be differ materially from those stated or implied. forward-looking statements from TRMT. TRMT documents to the SEC are available on the SEC website at www.sec.gov

You should not place undue reliance on forward-looking statements.

Except as required by law, TRMT does not intend to update or change any forward-looking statements as a result of new information, future events or otherwise.

More information on the merge

In connection with the merger, RMRM filed with the SEC a Form S-4 Registration Statement containing the final joint statement / prospectus and other documents in relation to the merger, which was declared effective by the SEC on July 26, 2021. This message is not an offer to sell or a solicitation to buy any securities, nor is it a call for a vote or approval. URGES SHAREHOLDERS TO READ JOINT STATEMENT / PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND ANY OTHER DOCUMENTS MADE OR FUTURE SUBSCRIBE PER SECOND IN RELATION TO MERGERS OR ADDITIONAL PROGRAM STATE OF THE AGREEMENT IN THE PROGRAM OF THE STATE OF CONNECTION AND WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER.

The final joint proxy statement / prospectus was mailed to TRMT and RMRM shareholders. Shareholders can obtain free copies of the RMRM Registration Application in Form S-4, the final joint statement / prospectus and any other relevant documents filed or to be filed with the SEC on the SEC website at: www.sec.gov… In addition, shareholders can obtain free copies of TRMT documents from the SEC on the TRMT website at: www.trmtreit.com or RMRM documents to the SEC from the RMRM website at www.rmrmortgagetrust.com

Participants in the merger petition

TRMT, RMRM and their respective trustees and executive officers, and Tremont Realty Advisors LLC, RMR Group LLC, The RMR Group Inc. and some of their respective directors, officers and employees may be deemed to be participants in a proxy request from the TRMT and RMRM Shareholders in relation to the Merger and other transactions contemplated by the Merger Agreement. Information on the persons who may, under SEC rules, be considered as participants in the involvement of TRMT and RMRM shareholders in connection with the Merger and other transactions contemplated by the Merger Agreement is set out in the final joint proxy / prospectus statement. … Information about TRMT’s trustees and CEOs, and RMRM’s trustees and CEOs, can be found in the respective TRMT and RMRM’s respective final proxy statement for the 2021 AGM. These documents are available free of charge on the SEC website and from TRMT or RMRM, as the case may be, using the sources indicated above.

Maryland real estate investment fund with transferable shares of income registered on the Nasdaq.

No shareholder, Trustee or officer is personally responsible for any actions or obligations of the Trust.

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