Mortgagit (NYSE:MHL)
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Deutsche Bank (XETRA: DBKGn.DE / NYSE: DB) announced
today the signing of a definitive agreement to acquire MortgageIT
Holdings, Inc. (NYSE: MHL), a residential mortgage real estate
investment trust (REIT), for $14.75 in cash per share of common stock,
or an estimated $429 million (EUR 338 million) in the aggregate. The
transaction is expected to close in the fourth quarter of 2006,
subject to various closing conditions including MortgageIT Holdings'
shareholders' approval and customary regulatory approvals.
This acquisition is expected to be earnings accretive in 2007 and
will add significant platform scale and synergies to Deutsche Bank's
existing US residential mortgage franchise. It is a key element of the
Bank's build-out of a vertically integrated mortgage origination and
securitization platform.
MortgageIT Holdings owns MortgageIT, Inc., a residential mortgage
lender that employs approximately 2,100 people in 50 branches, and is
licensed to originate residential mortgage loans in all 50 states. In
2005, MortgageIT grew its loan originations approximately 124% over
2004, to $29.2 billion, and is one of the fastest-growing and largest
residential mortgage loan originators in the US.
Upon closing, the operating company, MortgageIT, Inc., will become
a part of Deutsche Bank's Residential Mortgage Backed Securities
(RMBS) business, which is based in New York. Deutsche Bank's
acquisition of MortgageIT is the latest in a series of steps taken to
significantly increase its presence in the US mortgage markets. The
Bank has built a correspondent lending business which is on track to
purchase approximately $10 billion in residential mortgage loans this
year. In May, Deutsche Bank entered into a definitive agreement to
purchase Chapel Funding LLC, a sub-prime wholesale mortgage originator
which is expected to originate approximately $2 billion in mortgages
in 2006.
"As Deutsche Bank continues to grow its RMBS business, we believe
the vertical integration of a leading mortgage originator like
MortgageIT will provide significant competitive advantages, such as
access to a steady source of product for distribution into the
mortgage capital markets," said Phil Weingord, Head of Global Markets
for the Americas. "MortgageIT is a significant lender in the prime
Alt-A residential mortgage sector. Uniting their business with our
other channels of mortgage loan origination coupled with our trading,
structuring and distribution capabilities will further advance our
position as a leading RMBS player."
"The MortgageIT team has built an outstanding business, and we are
extremely pleased to have them join our effort as we continue to
expand our mortgage securitization platform in the US and globally,"
said Anshu Jain, Head of Global Markets and Member of the Deutsche
Bank Group Executive Committee. "We believe there is a tremendous
opportunity to provide additional products and services to clients in
the US mortgage market. Together with our new colleagues from
MortgageIT, we look forward to driving the market's evolution."
"Our company has been an outstanding growth story in residential
mortgage lending in recent years. Partnering our industry-leading team
with the institutional capital markets expertise and backing of a
world-class financial institution like Deutsche Bank is a perfect
marriage", said Doug Naidus, Chairman and Chief Executive Officer of
MortgageIT. "This transaction will enable us to accomplish our mutual
goal of becoming a top player in the US residential lending and
securitization markets in short order".
About Deutsche Bank
Deutsche Bank is a leading global investment bank with a strong
and profitable private clients franchise. A leader in Germany and
Europe, the bank is continuously growing in North America, Asia and
key emerging markets. With Euro 1,035 billion in assets and 64,103
employees, Deutsche Bank offers unparalleled financial services in 73
countries throughout the world. The bank competes to be the leading
global provider of financial solutions for demanding clients creating
exceptional value for its shareholders and people.
www.db.com
About MortgageIT Holdings, Inc.
MortgageIT Holdings, Inc. (NYSE: MHL) is a self-administered
mortgage real estate investment trust ("REIT") focused on the
residential lending market. The Company self-originates its investment
portfolio of high quality adjustable rate mortgage ("ARM") loans
through MortgageIT, Inc., its wholly owned residential mortgage
banking subsidiary. MortgageIT, Inc. is a full- service residential
mortgage banking company that is licensed to originate loans
throughout the United States. MortgageIT Holdings is organized and
conducts its operations to qualify as a REIT for federal income tax
purposes. MortgageIT is organized and operates as MortgageIT Holdings'
taxable REIT subsidiary. For more information, please visit
http://www.mortgageitholdings.com.
This Release contains forward-looking statements. Forward-looking
statements are statements that are not historical facts; they include
statements about Deutsche Bank's and MortgageIT Holdings' beliefs and
expectations. Any statement in this Release that states Deutsche
Bank's or MortgageIT Holdings' intentions, beliefs, expectations or
predictions (and the assumptions underlying them) is a forward-looking
statement. These statements are based on plans, estimates and
projections as they are currently available to the management of
Deutsche Bank or MortgageIT Holdings, as applicable. Forward-looking
statements therefore speak only as of the date they are made, and
neither Deutsche Bank nor MortgageIT Holdings undertakes any
obligation to update publicly any of them in light of new information
or future events.
By their very nature, forward-looking statements involve risks and
uncertainties. A number of important factors could therefore cause
actual results to differ materially from those contained in any
forward-looking statement. Such factors include: the conditions in the
financial markets in Germany (in the case of Deutsche Bank), in Europe
(in the case of Deutsche Bank), in the United States and elsewhere
from which Deutsche Bank and MortgageIT Holdings derive a substantial
portion of their respective revenues; potential defaults of borrowers
or trading counterparties; the implementation of their respective
management agendas; the reliability of their respective risk
management policies, procedures and methods; and other risks
referenced in their respective filings with SEC. With respect to
Deutsche Bank, such factors are described in detail in its SEC Form
20-F filed on 23 March 2006, on pages 7 through 13 under the heading
"Risk Factors." Copies of this document are readily available upon
request or can be downloaded from www.deutsche-bank.com/ir. With
respect to MortgageIT Holdings, Inc., such factors are described in
detail in its SEC Form 10-K, filed on March 15, 2006, on pages 11
through 29 under the heading "Risk Factors." Copies of this document
are readily available upon request or can be downloaded from
www.mortageitholdings.com or www.sec.gov.
Notice to MortgageIT Investors
MortgageIT Holdings intends to file a proxy statement in
connection with the proposed merger. MortgageIT Holdings investors and
security holders should read the proxy statement and other relevant
materials when they become available, because they will contain
important information about MortgageIT Holdings and the proposed
merger. In addition to the documents described above, MortgageIT
Holdings files annual, quarterly and current reports, proxy statements
and other information with the U.S. Securities and Exchange Commission
(the "SEC"). The proxy statement and other relevant materials (when
they become available), and any other documents filed with the SEC by
MortgageIT Holdings are available without charge at the SEC's website,
at www.sec.gov, or from the MortgageIT Holdings' website at
www.mortgageitholdings.com, under the heading Financial Reports - SEC
Filings.
MortgageIT Holdings and its directors and executive officers may
be deemed to be participants in the solicitation of proxies from
MortgageIT Holdings stockholders in connection with the proposed
merger. A description of certain interests of the directors and
executive officers of MortgageIT Holdings is set forth in the
MortgageIT Holdings proxy statement for its 2006 annual meeting which
was filed with the SEC on April 28, 2006. Additional information
regarding the interests of such potential participants will be
included in the definitive proxy statement and other relevant
documents to be filed with the SEC in connection with the proposed
merger.