Annaly Capital Management, Inc. Extends Exchange Offer to Acquire MTGE Investment Corp.
June 15 2018 - 4:15PM
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 MTGE Investment Corp. (NASDAQ: MTGE) (“MTGE”). In the Offer,
MTGE common stockholders may elect to receive, in exchange for each
share of MTGE common stock they hold, (a) $9.82 in cash and 0.9519
shares of Annaly common stock, (b) $19.65 in cash (the “all cash
election”) or (c) 1.9037 shares of Annaly common stock (the “all
stock election”). MTGE 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 50% of the aggregate
consideration in the Offer will be paid in shares of Annaly common
stock, and 50% 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
18, 2018, unless further extended in accordance with the terms of
the merger agreement dated May 2, 2018, by and among Annaly,
Mountain Merger Sub Corporation and MTGE (as may be amended or
supplemented from time to time, 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 prospectus/offer to
exchange, dated June 4, 2018. The parties currently anticipate
receiving these regulatory approvals in the third quarter of 2018.
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, 2018, approximately 955,185 shares of
common stock of MTGE have been validly tendered and not validly
withdrawn pursuant to the Offer, representing approximately 2.1% of
the outstanding shares of common stock of MTGE.
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.
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 the proposed 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 or MTGE stock. These forward-looking statements
involve certain risks and uncertainties, many of which are beyond
the parties’ 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 the parties 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 a majority of outstanding shares of
MTGE’s common stock being validly tendered in the Offer; that
required regulatory approvals for the proposed transaction may not
be obtained in a timely manner, if at all; business disruption
following completion of the proposed transaction; and the other
risks and important factors contained and identified in Annaly’s
and MTGE’s filings with the Securities and Exchange Commission (the
“SEC”), including 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 Form 8-K are made
only as of the date hereof. Neither Annaly nor MTGE undertakes 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 EXCHANGING THEIR SECURITIES. 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/20180615005772/en/
Annaly Capital Management, Inc.Investor
Relations1-888-8Annalywww.annaly.com
Annaly Capital Management (NYSE:NLY)
Historical Stock Chart
From Aug 2024 to Sep 2024
Annaly Capital Management (NYSE:NLY)
Historical Stock Chart
From Sep 2023 to Sep 2024