Two Harbors Investment Corp. (NYSE: TWO) (“Two Harbors”) and CYS
Investments, Inc. (NYSE: CYS) (“CYS”) today announced that Two
Harbors will hold a special meeting of its stockholders (the “Two
Harbors Special Meeting”) on Friday, July 27, 2018 at 9:00 a.m.
Central Time, at 601 Carlson Parkway, 2nd Floor, Minnetonka,
Minnesota 55305, and that CYS will hold a special meeting of its
stockholders (the “CYS Special Meeting”) on Friday, July 27, 2018
at 9:00 a.m. Eastern Time, at 50 Rowes Wharf, Boston, Massachusetts
02110.
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The close of business on Friday, June 22, 2018, has been set as
the record date for determining those stockholders entitled to vote
at each of the Two Harbors Special Meeting and the CYS Special
Meeting, respectively. At the Two Harbors Special Meeting, Two
Harbors’ stockholders will be asked to vote on a proposal to
approve the issuance of shares of Two Harbors common stock to the
CYS common stockholders in connection with the previously announced
merger of CYS with a subsidiary of Two Harbors (the “Merger”), and
upon any conversion (upon certain future changes of control of Two
Harbors, if any) of the Two Harbors’ 7.75% Series D Cumulative
Redeemable Preferred Stock and Two Harbors’ 7.50% Series E
Cumulative Redeemable Preferred Stock, in each case, in connection
with the previously announced Agreement and Plan of Merger, dated
as of April 25, 2018, by and among Two Harbors, Eiger Merger
Subsidiary LLC and CYS (the “Merger Agreement”). At the CYS Special
Meeting, CYS’s stockholders will be asked to vote on a proposal to
approve the Merger and a non-binding advisory proposal to approve
the compensation that may be paid or become payable to CYS’s named
executive officers that is based on or otherwise related to the
Merger.
About Two Harbors Investment Corp.
Two Harbors Investment Corp., a Maryland corporation, is a real
estate investment trust that invests in residential mortgage-backed
securities, mortgage servicing rights and other financial assets.
Two Harbors is headquartered in New York, New York, and is
externally managed and advised by PRCM Advisers LLC, a wholly owned
subsidiary of Pine River Capital Management L.P. Additional
information is available at www.twoharborsinvestment.com.
About CYS Investments, Inc.
CYS Investments, Inc., a Maryland corporation, is a specialty
finance company that invests on a leveraged basis primarily in
residential mortgage pass-through certificates for which the
principal and interest payments are guaranteed by Fannie Mae,
Freddie Mac or Ginnie Mae. CYS refers to these securities as Agency
RMBS. CYS has elected to be taxed as a real estate investment trust
for federal income tax purposes.
Forward-Looking Statements
This press release may contain “forward-looking statements”.
Such statements are subject to numerous assumptions, risks, and
uncertainties. Statements that do not describe historical or
current facts, including statements about beliefs and expectations,
are forward-looking statements. The forward-looking statements are
intended to be subject to the safe harbor provided by
Section 27A of the Securities Act of 1933, as amended (the
“Securities Act”), and Section 21E of the Securities Exchange
Act of 1934, and the Private Securities Litigation Reform Act of
1995. All statements, other than statements of historical
fact, included in this communication that address activities,
events or developments that Two Harbors or CYS expects, believes or
anticipates will or may occur in the future are forward-looking
statements. Words such as “project,” “predict,” “believe,”
“expect,” “anticipate,” “potential,” “create,” “estimate,” “plan,”
“continue,” “intend,” “could,” “foresee,” “should,” “may,” “will,”
“guidance,” “look,” “outlook,” “goal,” “future,” “assume,”
“forecast,” “build,” “focus,” “work,” or the negative of such terms
or other variations thereof and words and terms of similar
substance used in connection with any discussion of future plans,
actions, or events identify forward-looking statements. However,
the absence of these words does not mean that the statements are
not forward-looking. These forward-looking statements are not
guarantees of future performance and involve certain risks,
uncertainties and assumptions that are difficult to predict. Two
Harbors’ and CYS’s ability to predict results or the actual effect
of future events, actions, plans or strategies is inherently
uncertain. Although Two Harbors and CYS believe the expectations
reflected in any forward-looking statements are based on reasonable
assumptions, the companies can give no assurance that our
expectations will be attained and therefore, actual outcomes and
results may differ materially from what is expressed or forecasted
in such forward-looking statements.
There are a number of risks and uncertainties that could cause
actual results to differ materially from the forward-looking
statements included in this communication. These include: the
expected timing and likelihood of completion of the Merger; the
ability to successfully integrate the businesses; the occurrence of
any event, change or other circumstances that could give rise to
the termination of the Merger Agreement; the possibility that
stockholders of Two Harbors may not approve the issuance of Two
Harbors common stock in connection with the Merger or that
stockholders of CYS may not approve the Merger; the risk that the
parties may not be able to satisfy the conditions to the Merger in
a timely manner or at all; fluctuations in the adjusted book value
per share of both Two Harbors and CYS; risks related to disruption
of management’s attention from ongoing business operations due to
the Merger; the risk that any announcements relating to the Merger
could have adverse effects on the market price of common stock of
Two Harbors or CYS; the risk that the Merger and its announcement
could have an adverse effect on the ability of Two Harbors and CYS
to retain and hire key personnel and the effect on the operating
results and businesses of Two Harbors and CYS generally; the
outcome of any legal proceedings relating to the
Merger; changes in future loan production; the availability of
suitable investment opportunities; changes in interest rates;
changes in the yield curve; changes in prepayment rates; the
availability and terms of financing; general economic conditions;
market conditions; conditions in the market for mortgage-related
investments; legislative and regulatory changes that could
adversely affect the business of Two Harbors or CYS. All such
factors are difficult to predict and are beyond the control of Two
Harbors and CYS, including those detailed in Two Harbors’ annual
reports on Form 10-K, quarterly reports on
Form 10-Q and periodic reports on Form 8-K that
are available on Two Harbors’ website at
http://www.twoharborsinvestment.com and on the SEC’s website at
http://www.sec.gov, and those detailed in CYS’s annual reports on
Form 10-K, quarterly reports on Form 10-Q and
periodic reports on Form 8-K that are available on its
website at http://www.cysinv.com and on the SEC’s website at
http://www.sec.gov.
Each of the forward-looking statements of Two Harbors or CYS are
based on assumptions that Two Harbors or CYS, as applicable,
believes to be reasonable but that may not prove to be accurate.
Any forward-looking statement speaks only as of the date on which
such statement is made, and neither Two Harbors nor CYS undertakes
any obligation to correct or update any forward-looking statement,
whether as a result of new information, future events or otherwise,
except as required by applicable law. Readers are cautioned not to
place undue reliance on these forward-looking statements that speak
only as of the date hereof.
Certain Information Regarding Participants in the
Solicitation
Two Harbors, CYS and their respective directors, executive
officers and certain other members of management and employees of
Two Harbors and CYS may be deemed to be “participants” in the
solicitation of proxies from the stockholders of Two Harbors and
CYS in connection with the Merger. Stockholders can find
information about Two Harbors and its directors and executive
officers and their ownership of common stock of Two Harbors in Two
Harbors’ annual report on Form 10-K for the fiscal year ended
December 31, 2017, in its definitive proxy statement relating to
its 2018 annual meeting of stockholders filed with the Securities
and Exchange Commission (the “SEC”) on March 29, 2018 and in its
Current Report on Form 8-K filed on April 26, 2018. Stockholders
can find information about CYS and its directors and executive
officers and their ownership of common stock of CYS in CYS’s annual
report on Form 10-K for the fiscal year ended December 31, 2017, in
its definitive proxy statement relating to its 2018 annual meeting
of stockholders filed with the SEC on March 29, 2018 and in its
Current Report on Form 8-K filed on April 26, 2018. Additional
information regarding the interests of such individuals in the
Merger will be included in the joint proxy statement/prospectus
relating to the Merger when it is filed with the SEC. Free copies
of these documents may be obtained as described in the preceding
paragraph.
Additional Information about the Proposed Transaction and
Where to Find It
This communication relates to the proposed transaction pursuant
to the terms of the Merger Agreement.
In connection with the proposed Merger, Two Harbors has filed
with the SEC a registration statement on Form S-4 (which
registration statement has not yet been declared effective) that
includes a joint proxy statement of Two Harbors and CYS that also
constitutes a prospectus, which joint proxy statement/prospectus
has not yet been declared effective. Two Harbors and CYS also plan
to file other relevant documents with the SEC regarding the
proposed transaction. INVESTORS ARE URGED TO READ THE JOINT
PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH
THE SEC IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. You may obtain a free copy of the joint
proxy statement/prospectus and other relevant documents (if and
when they become available) filed by Two Harbors and CYS with the
SEC at the SEC’s website at www.sec.gov. Copies of documents filed
with the SEC by Two Harbors will be made available free of charge
on Two Harbors’ website at
http://www.twoharborsinvestment.com or by directing a request
to: Two Harbors Investment Corp., 575 Lexington Avenue, Suite 2930,
New York, NY 10022, Attention: Investor Relations. Copies of
documents filed with the SEC by CYS will be made available free of
charge on CYS’s website at http://www.cysinv.com or by
directing a request to: CYS Investments, Inc., 500 Totten Pond
Road, 6th Floor, Waltham, MA 02451, Attention: Richard E.
Cleary.
No Offer or Solicitation
This document shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the
Securities Act.
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Two Harbors Investment Corp.Margaret Field, 212-364-3663Investor
Relationsmargaret.field@twoharborsinvestment.comorCYS Investments,
Inc.Richard E. Cleary, 617-639-0440Chief Operating
Officerir@cysinv.com
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