Annaly Capital Management, Inc. Extends Exchange Offer to Acquire Hatteras Financial Corp.
June 15 2016 - 9:00AM
Business Wire
Annaly Capital Management, Inc. (NYSE:NLY) (“Annaly”) announced
that it has extended its previously announced exchange offer (the
“Offer”) to purchase all of the outstanding shares of common stock
of Hatteras Financial Corp. (NYSE:HTS) (“Hatteras”). In the Offer,
Hatteras common stockholders may elect to receive, in exchange for
each share of Hatteras common stock they hold, (a) $5.55 in cash
and 0.9894 shares of Annaly common stock, (b) $15.85 in cash (the
“all-cash election”) or (c) 1.5226 shares of Annaly common stock
(the “all-stock election”). Hatteras common stockholders tendering
into the Offer and making an all-cash election or an all-stock
election will be subject to proration so that approximately 65% of
the aggregate consideration in the Offer will be paid in shares of
Annaly common stock, and 35% of the aggregate consideration in the
Offer will be paid in cash.
The Offer will now expire at 5:00 p.m., Eastern Time, on July
11, 2016, unless further extended in accordance with the terms of
the merger agreement dated April 10, 2016, by and among Annaly,
Ridgeback Merger Sub Corporation and Hatteras (the “Merger
Agreement”). All other terms and conditions of the Offer remain
unchanged.
The Offer has been extended to allow the parties to obtain the
remaining regulatory approvals, which are conditions to the
completion of the Offer, as set forth in the preliminary
prospectus/offer to exchange, dated June 15, 2016, as it may be
amended. The parties currently anticipate receiving these
regulatory approvals by July 11, 2016. The completion of the Offer
remains subject to the satisfaction or waiver of these and other
conditions of the Offer.
Computershare Trust Company, N.A., the depositary and exchange
agent for the Offer, has advised Annaly that as of 5:00 p.m.,
Eastern Time on June 14, 2016, approximately 7,111,887 shares of
common stock of Hatteras have been validly tendered and not
properly withdrawn pursuant to the Offer, representing
approximately 7.5% of the outstanding shares of common stock of
Hatteras.
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 Capital Management, Inc.
Founded in 1997 as a real estate investment trust (REIT), Annaly
is a leading mortgage REIT listed on the New York Stock Exchange.
Annaly’s principal business objectives are to generate net income
for distribution to shareholders and preserve capital through the
prudent selection and management of its investments. Since
inception, Annaly has paid $14 billion in dividends to shareholders
through real estate investments, primarily agency mortgage-backed
securities.
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 the proposed transaction with
Hatteras, 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 the ability of Annaly to
consummate the proposed transaction on a timely basis or at all and
the satisfaction of the conditions precedent to consummation of the
proposed transaction, including two-thirds of Hatteras’ common
shares being validly tendered into the exchange offer; required
regulatory approvals; business disruption following the merger; and
the other risks and important factors contained and identified in
Annaly’s and Hatteras’ filings with the Securities and Exchange
Commission (“SEC”), such as their respective 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 press
release are made only as of the date hereof. Annaly undertakes no
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 exchange 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 Hatteras has filed a Solicitation/Recommendation
Statement on Schedule 14D-9 with the SEC with respect to the
exchange offer. THE EXCHANGE OFFER MATERIALS (INCLUDING AN OFFER TO
EXCHANGE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER
EXCHANGE OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION
STATEMENT CONTAIN IMPORTANT INFORMATION. HATTERAS SHAREHOLDERS ARE
URGED TO READ THESE DOCUMENTS (AS THEY MAY BE AMENDED FROM TIME TO
TIME) CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION THAT
HOLDERS OF HATTERAS SECURITIES SHOULD CONSIDER BEFORE MAKING ANY
DECISION REGARDING EXCHANGING THEIR SECURITIES. The Offer to
Exchange, the related Letter of Transmittal and certain other
exchange offer documents, as well as the
Solicitation/Recommendation Statement, are available to all holders
of Hatteras common stock at no expense to them. The exchange 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 (1-888-816-6159).
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