NEW YORK--(BUSINESS WIRE)--
Annaly Capital Management, Inc. (NYSE:NLY) (“Annaly”) and CreXus
Investment Corp. (NYSE:CXS) (“CreXus”) today announced the final results
of the tender offer (the “Offer”), which commenced on March 18, 2013 and
expired at 5:00 PM ET on April 16, 2013, whereby through a newly formed
subsidiary, CXS Acquisition Corporation (“Acquisition”), Annaly offered
to purchase all the shares of CreXus that Annaly does not already own.
Annaly has accepted for purchase 55,225,336 shares of CreXus’ common
stock at a purchase price of $13.05206 per share, for an aggregate cost
of approximately $720.8 million, excluding fees and expenses relating to
the Offer. The 55,225,336 shares accepted for purchase in the tender
offer increase Annaly’s direct and indirect ownership to approximately
84.5% of CreXus’ common stock.
The final Offer price of $13.05206 per share consists of a price per
share of $13.00 plus a payment in lieu of a prorated CreXus dividend of
$0.05206 for the period from March 29, 2013 through April 16, 2013 (the
date the Offer expired). The payment in lieu of a prorated dividend is
based on the dividend of $0.25 per share that CreXus paid to holders of
record on March 28, 2013, the calendar quarter immediately before the
date the Offer expired.
“The expiration of this tender offer and anticipated subsequent closing
of a merger between Annaly and CreXus is a meaningful next step in the
evolution of Annaly’s capital allocation strategy,” said Wellington J.
Denahan, Annaly’s Chairman and Chief Executive Officer. “We estimate
that this acquisition will be accretive to the 2013 dividend, and the
true benefits to the Annaly shareholder will be further realized as we
continue to build upon our existing commercial real estate platform.”
Annaly has exercised its option, per the merger agreement, to purchase,
for the same per share price that Annaly is paying for shares that were
tendered in response to the Offer, additional shares directly from
CreXus that will increase the number of shares Annaly directly or
indirectly owns to 90% of the outstanding shares of CreXus’ common stock.
Annaly intends to complete the acquisition of CreXus through what is
known as a “short-form merger”, that is, without a vote or meeting of
CreXus’ remaining shareholders. In the merger, each of the remaining
shares of CreXus common stock will be converted into the right to
receive $13.05206 per share, less any withholding taxes, in cash and
without interest, which is the same amount per share that was paid in
the tender offer. The merger is expected to close on May 23 following a
30 day notice period.
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.
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.