NEW YORK--(BUSINESS WIRE)--
Annaly Capital Management, Inc. (NYSE:NLY) (“Annaly”), announced today
that it has completed the previously announced exchange offer for all of
the outstanding shares of common stock of MTGE Investment Corp. (“MTGE”).
The exchange offer to acquire all of the outstanding shares of MTGE
common stock expired at 7:00 a.m., Eastern Time, on September 7, 2018.
The depositary for the exchange offer has informed Annaly that a total
of 34,632,768 shares of MTGE common stock, representing approximately
75.62% of MTGE’s outstanding common stock, were validly tendered and not
validly withdrawn in the exchange offer. All shares that were validly
tendered and not validly withdrawn have been accepted by Annaly for
payment in accordance with the terms of the exchange offer and
applicable law.
Of the shares of MTGE common stock tendered in the exchange offer,
holders of 5,739,769 shares made an election to receive the mixed
consideration, holders of 5,462,059 shares made an election to receive
the all-cash consideration and holders of 23,430,939 shares made an
election to receive the all-stock consideration.
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MTGE common stockholders who elected to receive the mixed
consideration or tendered without a valid election will receive the
mixed consideration, which consists of $9.82 in cash and 0.9519 shares
of Annaly common stock per share of MTGE common stock;
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MTGE common stockholders who elected to receive the all-cash
consideration will receive $19.65 in cash per share of MTGE common
stock; and
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MTGE common stockholders who elected to receive the all-stock
consideration will be subject to proration at a rate of approximately
62%, and will receive their consideration in the form of $19.65 in
cash for each share not accepted for the all-stock election due to
proration and 1.9037 shares of Annaly common stock per share of MTGE
common stock for shares that were accepted for the all-stock election.
MTGE common stockholders will receive cash in lieu of fractional shares
of Annaly common stock.
Annaly also announced today that, pursuant to the merger agreement,
dated as of May 2, 2018, among Annaly, MTGE and Mountain Merger Sub
Corporation, a wholly owned subsidiary of Annaly (“Merger Sub”), Annaly
completed the acquisition of MTGE through a second-step merger of MTGE
with and into Merger Sub without a vote of MTGE’s stockholders, pursuant
to Section 3-106.1 of the Maryland General Corporation Law (the
“Merger”). In accordance with Maryland law, the Merger was consummated
on September 7, 2018. Upon consummation of the Merger, MTGE became a
wholly owned subsidiary of Annaly. In connection with the Merger, all
shares of MTGE common stock not validly tendered into the exchange offer
were cancelled and converted into the right to receive merger
consideration in the same amounts offered in the exchange offer. Holders
of these shares will have the opportunity to elect among the mixed
consideration, the all-cash consideration and the all-stock
consideration, subject to proration, as described in the
prospectus/offer to exchange, dated June 4, 2018, filed by Annaly with
the Securities and Exchange Commission in connection with the
transaction. In addition, upon consummation of the Merger, each
outstanding share of MTGE 8.125% Series A Cumulative Redeemable
Preferred Stock (the “MTGE Series A Preferred Stock”) was cancelled and
converted into the right to receive one newly issued share of Annaly’s
8.125% Series H Cumulative Redeemable Preferred Stock, which has
substantially the same terms as the existing terms of the MTGE Series A
Preferred Stock.
As a result of the acquisition, shares of MTGE common stock and MTGE
Series A Preferred Stock will cease to be traded on NASDAQ.
Wells Fargo Securities and Sandler O’Neill + Partners, L.P. are serving
as financial advisors to Annaly, and Wachtell, Lipton, Rosen & Katz
serves as legal counsel to Annaly.
About Annaly
Annaly is a leading diversified capital manager that invests in and
finances residential and commercial assets. Annaly’s principal business
objective is to generate net income for distribution to its shareholders
and to preserve capital through prudent selection of investments and
continuous management of its portfolio. Annaly has elected to be taxed
as a real estate investment trust, or REIT, for federal income tax
purposes. Annaly is externally managed by Annaly Management Company LLC.
Additional information about Annaly can be found at www.annaly.com.
Forward-Looking Statements
This press release includes forward-looking statements. These
forward-looking statements generally can be identified by phrases such
as “will,” “expects,” “anticipates,” “foresees,” “forecasts,”
“estimates” or other words or phrases of similar import. Similarly,
statements herein that describe certain elements of the transaction,
including its financial and operational impact, and other statements of
management’s beliefs, intentions or goals also are forward-looking
statements. It is uncertain whether any of the events anticipated by the
forward-looking statements will transpire or occur, or if any of them
do, what impact they will have on the results of operations and
financial condition of the combined companies or the price of Annaly
stock. These forward-looking statements involve certain risks and
uncertainties, many of which are beyond Annaly’s control, that could
cause actual results to differ materially from those indicated in such
forward-looking statements, including but not limited to business
disruption following completion of the transaction; and the other risks
and important factors contained and identified in Annaly’s filings with
the Securities and Exchange Commission (the “SEC”), including its
Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K, any of
which could cause actual results to differ materially from the
forward-looking statements. The forward-looking statements included in
this Form 8-K are made only as of the date hereof. Annaly does not
undertake any obligation to update the forward-looking statements to
reflect subsequent events or circumstances, except as required by law.
Additional Information and Where to Find It
This press release is for informational purposes only and is neither an
offer to purchase nor a solicitation of an offer to sell shares, nor is
it a substitute for the Offer materials that Annaly and its merger
subsidiary have filed with the SEC. Annaly and its merger subsidiary
have filed a Tender Offer Statement on Schedule TO, Annaly has filed a
Registration Statement on Form S-4 and MTGE has filed a
Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC
with respect to the Offer. THE OFFER MATERIALS (INCLUDING AN OFFER TO
EXCHANGE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER OFFER
DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT CONTAIN
IMPORTANT INFORMATION. MTGE STOCKHOLDERS ARE URGED TO READ THESE
DOCUMENTS CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION THAT
HOLDERS OF MTGE SECURITIES SHOULD CONSIDER BEFORE MAKING ANY DECISION
REGARDING THE TRANSACTION. The Offer to Exchange, the related Letter of
Transmittal and certain other Offer documents, as well as the
Solicitation/Recommendation Statement, are available to all holders of
MTGE common stock at no expense to them. The Offer materials and the
Solicitation/Recommendation Statement are available for free at the
SEC’s website at www.sec.gov.
Additional copies may be obtained for free by contacting Annaly’s
Investor Relations department at 1-888-8Annaly (1-888-826-6259). In
addition to the Offer to Exchange, the related Letter of Transmittal and
certain other Offer documents, as well as the
Solicitation/Recommendation Statement, Annaly and MTGE file annual,
quarterly and current reports and other information with the SEC. You
may read and copy any reports or other information filed by Annaly and
MTGE at the SEC public reference room at 100 F Street, N.E., Washington,
D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference room. Annaly’s and MTGE’s filings
with the SEC are also available to the public from commercial
document-retrieval services and at the website maintained by the SEC at http://www.sec.gov.
View source version on businesswire.com: https://www.businesswire.com/news/home/20180907005222/en/
Annaly Capital Management, Inc.
Investor Relations
1-888-8Annaly
www.annaly.com
Source: Annaly Capital Management, Inc.