NEW YORK, Oct. 21 /PRNewswire-FirstCall/ -- Capitol Acquisition Corp. ("Capitol") (NYSE Amex: CLA; CLA.U; CLA.WS) and Two Harbors Investment Corp. ("Two Harbors") announced today that they have selected the four independent directors who will serve on the Board of Directors of Two Harbors upon completion of its anticipated merger with Capitol. The merger is expected to close shortly after special meetings of Capitol''s stockholders and warrant holders, scheduled for October 26, 2009.
The independent directors will be: -- William W. Johnson, former Managing Director at J.P. Morgan and senior executive at UBS. Mr. Johnson will serve as the Chair of the Governance and Nominating Committee. -- Stephen G. Kasnet, Director and Chairman of the Board of Columbia Laboratories, Inc., and President and Chief Executive Officer of Raymond Property Company LLC. Mr. Kasnet will serve as the Chair of the Audit Committee. -- Peter Niculescu, Partner and Head of Fixed Income Advisory at Capital Market Risk Advisors. From 1999 to 2008 Mr. Niculescu held senior positions with Fannie Mae, including head of the Capital Markets business. Prior to joining Fannie Mae Mr. Niculescu was Managing Director responsible for running Mortgage Research for Goldman Sachs. -- W. Reid Sanders, Co-Founder and former Executive Vice President of Southeastern Asset Management, and former President of the Longleaf Funds. Mr. Sanders will serve as the Chair of the Compensation Committee.
"These four individuals will bring expertise to the Two Harbors board in multiple disciplines, including capital markets, trading, finance, accounting, compliance and governance," said Tom Seiring, Two Harbors'' President and Chief Executive Officer. "We are delighted to welcome them to the company, and we expect that they will make strong contributions going forward."
Capitol Acquisition Corp.
Capitol Acquisition Corp. is a Washington, D.C. specified purpose acquisition company formed for the purpose of completing a business combination. As of June 30, 2009, Capitol held approximately $259 million in a trust account maintained by an independent trustee, which will be released upon the consummation of the business combination. Additional information is available at http://www.capitolacquisition.com/.
Two Harbors Investment Corp.
Two Harbors is a newly-formed Maryland corporation focused on investing in, financing and managing residential mortgage-backed securities. Two Harbors was formed solely to complete the business combination with Capitol and has no material assets or liabilities. Two Harbors will be externally managed and advised by PRCM Advisers, LLC, a wholly-owned subsidiary of Pine River Capital Management L.P. Founded in 2002, Pine River is a global multi-strategy asset management firm, with approximately $1.2 billion in assets under management as of October 1, 2009.
Safe Harbor
This press release includes "forward-looking statements" within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Actual results may differ from expectations, estimates and projections and, consequently, you should not rely on these forward looking statements as predictions of future events. Words such as "expect," "estimate," "project," "budget," "forecast," "anticipate," "intend," "plan," "may," "will," "could," "should," "believes," "predicts," "potential," "continue," and similar expressions are intended to identify such forward-looking statements. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Factors that may cause such differences include the possibility that the merger will not close due to the failure to received required stockholder and warrant holder approvals, or will not close on the date of the scheduled special meetings of stockholders and warrant holders.
Additional information concerning these and other risk factors is contained in Capitol''s most recent filings with the Securities and Exchange Commission ("SEC"). All subsequent written and oral forward-looking statements concerning Capitol and Two Harbors, the merger, the related transactions or other matters and attributable to Capitol and Two Harbors or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Capitol and Two Harbors caution readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Capitol and Two Harbors do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement to reflect any change in their expectations or any change in events, conditions or circumstances on which any such statement is based.
Additional Information
Capitol has filed a definitive proxy statement, and Two Harbors has filed a registration statement and prospectus, with the SEC regarding their merger and related transactions. Stockholders and warrant holders of Capitol and other interested persons are advised to read the definitive proxy statement/prospectus in connection with solicitation of proxies for the special meetings of Capitol''s stockholders and Capitol''s warrant holders to be held to approve the transaction because these proxy statements/prospectuses contain important information about Capitol, Two Harbors and the proposed transactions. Such persons can also read Capitol''s final prospectus from its initial public offering dated November 8, 2007, its annual report on form 10-K for the fiscal year ended December 31, 2008, which was filed with the SEC on March 16, 2009 ("Annual Report"), and other reports as filed with the SEC, for a description of the security holdings of Capitol''s officers and directors and their affiliates and their other respective interests in the successful consummation of the proposed transaction. Stockholders and warrant holders can also obtain a copy of the definitive proxy statements/prospectuses, without charge, at the SEC''s Internet site at http://www.sec.gov/ or by directing a request to: Capitol Acquisition Corp., 509 7th Street, NW, Washington, DC 20004, telephone (202) 654-7060.
Participation and Interests in Solicitation
Capitol, Two Harbors, PRCM Advisors and their respective directors, executive officers, affiliates and other persons may be deemed to be participants in the solicitation of proxies for the special meetings of Capitol''s stockholders and Capitol''s warrant holders to approve the proposed transaction. As part of the proposed transaction, an affiliate of the founders of Capitol will be providing certain services to PRCM Advisors pursuant to which such entity will be paid by PRCM Advisors a percentage of the management fees to be paid to it by Two Harbors. Additionally, upon consummation of the merger, the underwriters in Capitol''s initial public offering will be entitled to receive a certain amount of deferred underwriting commissions. If the merger is not consummated and Capitol is required to be liquidated, the underwriters will not receive any of such funds and such funds will be returned to Capitol''s public stockholders upon its liquidation. Capitol''s stockholders and warrant holders may obtain additional information about the interests of such individuals and entities in the transaction by reading the proxy statement/prospectus and other relevant materials filed by Capitol and Two Harbors with the SEC.
Disclaimer
This press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of Capitol or Two Harbors, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.
Capitol Acquisition Corp.
CONTACT: Media: Patrick Clifford or Pen Pendleton, The Abernathy
MacGregor Group, +1-212-371-5999; or Investors: Andrew Garcia, Vice President,
Business Development, Two Harbors Investment Corp., +1-612-238-3307; or Mark
Ein, Chief Executive Officer, Capitol Acquisition Corp., +1-202-654-7001
Web Site: http://www.capitolacquisition.com/
