Capital Alliance Income Trust Ltd. Announces Recommendation of Its Board That Its Shareholders Reject Inadequate Tender Offer of Sutter Opportunity Fund.Business Editors SAN FRANCISCO--(BUSINESS WIRE)--April 19, 2001 Capital Alliance Income Trust Ltd. ("CAIT CAIT Center for the Application of Information Technologies (established at Western Illinois University) CAIT CDMA Air Interface Tester CAIT Computer-Aided Inspection and Test CAIT Computer-Aided Instructional Trainers "), (AMEX AMEX See: American Stock Exchange :CAA Caa See CCC. ), a non-conforming specialty residential finance company, announced today that its Board of Directors voted unanimously to recommend that CAIT stockholders reject the tender offer commenced by Sutter Opportunity Fund 2, LLC (Logical Link Control) See "LANs" under data link protocol. LLC - Logical Link Control to purchase shares of CAIT's common stock at $4.415 per share as inadequate and not in the best interests of CAIT's stockholders. Thomas (language) Thomas - A language compatible with the language Dylan(TM). Thomas is NOT Dylan(TM). The first public release of a translator to Scheme by Matt Birkholz, Jim Miller, and Ron Weiss, written at Digital Equipment Corporation's Cambridge Research Laboratory runs Swartz, chairman and chief executive officer of CAIT, stated, "Our Board's position remains clear and unanimous that Sutter Opportunity Fund's tender offer is opportunistic opportunistic /op·por·tu·nis·tic/ (op?er-tldbomacn-is´tik) 1. denoting a microorganism which does not ordinarily cause disease but becomes pathogenic under certain circumstances. 2. and not in the best interest of our stockholders. Our Board is committed to seeking opportunities that are in CAIT stockholders' long term best interests and after careful consideration of the terms of Sutter's offer, we believe that CAIT stockholders will benefit in the long term by rejecting the tender offer of $4.415 per share and continuing to hold onto their shares. We feel strongly that CAIT's common stock represents an attractive investment opportunity. Sutter obviously agrees with this analysis -- otherwise why would it make an offer to purchase CAIT common stock at the $4.415 offer price unless it thought CAIT's common stock was worth much more?" Swartz also noted that Capital Alliance Advisors, Inc., the Trust's Manager, has acquired over 5% of CAIT's common stock and CAIT's executive officers and directors have acquired, in the aggregate, approximately 12% of CAIT common stock during the past 24 months. He commented, "is there better evidence of our belief in the intrinsic value Intrinsic Value 1. The value of a company or an asset based on an underlying perception of the value. 2. For call options, this is the difference between the underlying stock's price and the strike price. of CAIT and its Common Shares than these purchases and the fact that none of us currently intend to tender shares into this low ball offer?" In making its determination, CAIT's board of directors considered a number of factors, including the following: -- Historic and current prices for shares of CAIT common stock. -- The book value of CAIT's common stock of $6.45 per share. -- The board's belief that if CAIT stockholders accept the offer, Sutter will be rewarded for opportunistically taking advantage of short term volatility and mispricing in the equity markets. -- The board's determination that the offer and current trading prices of CAIT's common stock do not reflect the intrinsic value of CAIT's common stock. -- The board's belief that the acquisition of up to 20% of CAIT's common stock by Sutter as contemplated by the offer could have an adverse effect on the company's REIT status. -- The superior positive performance of CAIT's common stock during the most recent five quarters as compared to the Dow Jones, NASDAQ and S&P indices -- all of which were down substantially -- for the same period. -- The 20.4% increase in CAIT's earnings for 2000 as compared to 1999. -- The reduction of the offer price of $4.50 to $4.415 due to the $0.085 dividend distribution made to CAIT's common stockholders on April 16, 2001. -- The fact that Sutter believes that purchasing CAIT common stock at the offer price represents an attractive investment opportunity for it depriving any stockholder who accepts the offer of the opportunity to realize the long term value of holding CAIT's common stock. The full text of the Board's recommendation is contained in CAIT's Schedule 14D-9 which will be available on the SEC website at www.sec.gov. CAIT separately announced that it previously approved a 1 for 3 reverse stock split that will be effective for stockholders of record on May 11, 2001. CAIT is a specialty residential mortgage lender which invests in high-yielding, non-conforming and conforming residential mortgage loans on one-to-four unit residential properties located primarily in California California (kăl'ĭfôr`nyə), most populous state in the United States, located in the Far West; bordered by Oregon (N), Nevada and, across the Colorado River, Arizona (E), Mexico (S), and the Pacific Ocean (W). and other western states. It also originates non-conforming and conforming loans Conforming loans Mortgage loans that meet the qualifications of Freddie Mac or Fannie Mae, which are bought from lenders and issued as pass-through securities. for sale to investors, including Freddie Mac Freddie Mac: see Federal Home Loan Mortgage Corporation. , on a whole loan basis for cash through its mortgage banking subsidiary, Capital Alliance Funding Corporation. Certain oral and written statements of the management of CAIT included in this press release may contain forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. The accuracy of the statements cannot be guaranteed, as they are subject to a variety of risks and contingencies Contingencies (ISSN 1048-9851) is the bimonthly magazine of the American Academy of Actuaries, providing a large and diverse readership with general interest and technical articles on a wide range of issues related to the actuarial profession. . |
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