<PAGE> 1
FOR IMMEDIATE RELEASE
(REVISED PRESS RELEASE)
Contact:
Lilly H. Donohue
Vice President, Fortress
212-798-6118
ICH SIGNS DEFINITIVE MERGER AGREEMENT
SHAREHOLDERS TO RECEIVE $7.55 PER SHARE IN CASH
NEW YORK, October 6, 2000 - Impac Commercial Holdings, Inc. (the "Company" or
"ICH") (AMEX:"ICH"), today announced that it has signed a definitive merger
agreement providing for the acquisition of all of the Company's outstanding
shares of common stock not already owned by Fortress Investment Corp.
("Fortress") for $7.55 per share in cash.
The all-cash transaction, which is structured as a $7.55 per share cash tender
offer followed by a second-step merger of the Company with a subsidiary of
Fortress, is valued at approximately $41.4 million excluding shares already
owned by Fortress. The tender offer price reflects a 20.8% premium to
yesterday's closing price and a 37.3% premium to the average price of the last
12 months. The tender offer is expected to commence on or about October 12, 2000
and conclude on November 15, 2000. The Company has approximately 8.0 million
shares of common stock on a fully diluted basis, of which Fortress owns
approximately 2.5 million shares. The Company's Board of Directors, acting upon
the unanimous recommendation of a committee of independent directors composed
entirely of non-management directors (the "Independent Committee"), unanimously
recommends that the stockholders of the Company tender their shares pursuant to
the tender offer. The Independent Committee received an opinion from Bear,
Stearns & Co. Inc., the Independent
<PAGE> 2
Committee's financial advisor, to the effect that the $7.55 per share price in
the tender offer and the merger is fair to the stockholders (other than Fortress
and its affiliates) of the Company from a financial point of view.
The tender offer and merger will be subject to certain customary conditions; how
ever, the tender offer is not subject to a financing condition or a condition
that any minimum number of shares be tendered or a "break-up" or "commitment"
fee other than an expense reimbursement payment of $400,000 payable in the event
that the Independent Committee receives a higher offer from a third party and
accepts that offer pursuant to the exercise of its fiduciary duties. The
transaction is exempt from the requirements of the Hart-Scott-Rodino Act.
ICH is a specialty commercial property finance company that elects to be taxed
as a real estate investment trust for federal income tax purposes. Fortress is a
private real estate investment trust formed in June 1998 to pursue real estate
related investments worldwide. FIC is externally managed by Fortress Investment
Group LLC, a global real estate investment and asset management company based in
New York.
The tender offer for the outstanding shares of common stock of the Company
described in this announcement has not yet commenced, and this announcement is
neither an offer to purchase nor a solicitation of an offer to sell securities.
The tender offer will be made only through Fortress's offer to purchase and the
related letter of transmittal. We urge investors and security holders to read
the following documents when they become available, regarding the tender offer
and the merger (described above), because they will contain important
information:
-- Fortress's tender offer statement on Schedule TO including the
offer to purchase, letter of transmittal and notice of
guaranteed delivery.
-- The Company's solicitation/recommendation statement on
Schedule 14D-9.
These documents and amendments to these documents will be filed with the United
States Securities and Exchange Commission when the tender offer commences. When
these and other documents are filed with the SEC, they may be obtained free at
the SEC's web site at www.sec.gov. You may also obtain for free each of these
documents (when available) from the information agent for the offer, to be an-
nounced.
2
<PAGE> 3
This news release contains certain forward-looking statements. When used in this
news release, the words "believes," "expects," "anticipates," "estimates" and
similar words or expressions are generally intended to identify forward-looking
statements. These forward-looking statements involve risks and uncertainties,
such as the risks detailed in the Company's filings with the SEC.
3
<PAGE> 4
FOR FURTHER INFORMATION:
Lilly H. Donohue
Vice President, Fortress Investment
Fund LLC
212-798-6118
4
