NEW YORK--(BUSINESS WIRE)--
Annaly Capital Management, Inc. (NYSE:NLY) (“Annaly”) announced today
that, through a newly formed subsidiary, CXS Acquisition Corporation
(“Acquisition”), it has commenced an offer (the “Offer”) to purchase all
the shares of CreXus Investment Corp. (NYSE:CXS) (“CreXus”) that Annaly
does not already own for a price per share of $13.00 plus a sum
approximating a prorated portion of the dividend the tendering
stockholder would have received with regard to the quarter during which
the offer expires, in cash net to the seller, but subject to any
required withholding tax. The Offer will expire at 5:00 p.m. New York
City time on April 16, 2013, unless it is extended.
The Board of Directors of CreXus, acting in accordance with a unanimous
recommendation by a Special Committee of that Board consisting entirely
of directors who are independent and are not employees or affiliates of
Annaly or any of its subsidiaries (including the Annaly subsidiary that
manages CreXus, FIDAC), unanimously (with the two directors who are
employees of Annaly not present or voting) determined to recommend that
the CreXus stockholders, other than Annaly and its subsidiaries, tender
their shares in response to the Offer.
The Offer is being made pursuant to a previously announced Agreement and
Plan of Merger dated as of January 30, 2013, among Annaly, Acquisition
and CreXus. Under that Agreement and Plan of Merger, Acquisition will
not be permitted to accept the shares that are tendered in response to
the Offer unless they include at least 51% of the shares that are not
owned by Annaly or any of its subsidiaries, or by officers or directors
of Annaly, CreXus or FIDAC. If that condition is satisfied and
Acquisition purchases the shares that are properly tendered and not
withdrawn, Acquisition will subsequently be merged into CreXus (the
“Merger”) in a transaction in which Annaly will become the sole
stockholder of CreXus and the persons who are stockholders of CreXus
immediately before the Merger will receive the same amount per share
they would have received if they had tendered their CreXus stock in
response to the Offer.
The payment in lieu of a dividend will be based on the dividend paid
with regard to the calendar quarter immediately before the calendar
quarter during which the Offer expires. CreXus has declared a dividend
of $0.25 per share with regard to the first quarter of 2013 payable to
holders of record on March 28, 2013. Therefore, if the expiration date
of the Offer occurs during the second quarter of 2013, the payment in
lieu of a dividend will be $0.002740 for each day between March 29,
2013, and the expiration date of the Offer (including the expiration
date). If the Offer expires on April 16, 2013, the amount that will paid
with regard to shares that are tendered in response to the Offer, and
will be paid as a result of the Merger to CreXus stockholders who do not
tender their shares, will be $13.05206 per share.
The Offer is subject to customary conditions in addition to the 51%
tender condition. Annaly has the right to waive any or all of those
additional conditions. Annaly also has the right to extend the
expiration date of the Offer and to amend the terms of the Offer, except
that the Agreement and Plan of Merger does not permit Annaly to decrease
the offer price, to reduce the number of shares it is seeking or to
change the form of consideration.
The Information Agent with regard to the offer is Innisfree M&A
Incorporated, American Stock Transfer & Trust Company LLC is the
Depositary, and BofA Merrill Lynch is the Dealer Manager.
Notice to Investors
This press release is not an offer to purchase, or a solicitation of
sales of, CreXus Common Stock or any other securities. The Offer is made
solely by the Offer to Purchase and the related Letter of Transmittal.
Acquisition and Annaly are filing with the Securities and Exchange
Commission today a Tender Offer Statement on Schedule TO that includes
the Offer to Purchase and the related Letter of Transmittal and other
documents relating to the Offer. In addition, CreXus is filing with the
SEC today a Solicitation/Recommendation Statement on Schedule 14D-9 that
describes, among other things, the unanimous recommendation of CreXus’
Board (with two members who are employees of Annaly not present or
voting) that CreXus’ stockholders (other than Annaly and its
subsidiaries) tender their shares in response to the Offer and, if
approval of the Merger by CreXus’ stockholders is required by applicable
law or by the rules of a stock exchange or securities quotation system
on which CreXus’ Common Stock is listed or quoted in order to carry out
the Merger, that the CreXus stockholders vote any shares of Common Stock
they own in favor of approving the Merger. The documents filed with the
SEC contain important information, and CreXus stockholders are urged to
read them and the exhibits to them in their entirety in connection with
their decision whether to tender their shares. Those documents can be
obtained at no charge at the SEC’s website, www.sec.gov.
In addition, copies of the Offer to Purchase, the Letter of Transmittal
and other documents relating to the Offer can be obtained from the
Information Agent, Innisfree M&A Incorporated, at 501 Madison Avenue, 20th
Floor, New York, NY 10022 or by calling toll free (877) 687-1875 (for
stockholders) or (212) 750-5833 (banks and brokers).
Forward-Looking Statements
This news release and our public documents to which we refer contain or
incorporate by reference certain forward-looking statements which are
based on various assumptions (some of which are beyond our control) may
be identified by reference to a future period or periods or by the use
of forward-looking terminology, such as “may,” “will,” “believe,”
“expect,” “anticipate,” “continue,” or similar terms or variations on
those terms or the negative of those terms. Actual results could differ
materially from those set forth in forward-looking statements due to a
variety of factors, including, but not limited to, changes in interest
rates; changes in the yield curve; changes in prepayment rates; the
availability of mortgage-backed securities for purchase; the
availability of financing and, if available, the terms of any
financings; changes in the market value of our assets; changes in
business conditions and the general economy; our ability to consummate
the transaction and integrate the commercial mortgage business; our
ability to consummate any contemplated investment opportunities; risks
associated with the businesses of our subsidiaries, including the
investment advisory business of our wholly-owned subsidiaries,
including: the removal by clients of assets managed, their regulatory
requirements, and competition in the investment advisory business; risks
associated with the broker-dealer business of our wholly-owned
subsidiary; changes in government regulations affecting our business;
our ability to maintain our qualification as a REIT for federal income
tax purposes; and our ability to maintain our exemption from
registration under the Investment Company Act of 1940, as amended. For a
discussion of the risks and uncertainties which could cause actual
results to differ from those contained in the forward-looking
statements, see “Risk Factors” in our most recent Annual Report on Form
10-K and any subsequent Quarterly Reports on Form 10-Q. We do not
undertake, and specifically disclaim any obligation, to publicly release
the result of any revisions which may be made to any forward-looking
statements to reflect the occurrence of anticipated or unanticipated
events or circumstances after the date of such statements.
Annaly Capital Management, Inc.
Investor Relations
1-888-8Annaly
www.annaly.com
Source: Annaly Capital Management, Inc.