CYS Investments, Inc. (NYSE: CYS) (“CYS”) today announced that
CYS has decided to terminate its Dividend Reinvestment
and Direct Stock Purchase Plan, effective as of July 20, 2018, in
connection with the pending merger pursuant to the previously
announced Agreement and Plan of Merger, dated as of April 25, 2018,
by and among Two Harbors Investment Corp. (“Two Harbors”), Eiger
Merger Subsidiary LLC and CYS (the “Merger Agreement”).
Additional information regarding the proposed merger with Two
Harbors is included in the joint proxy statement/prospectus
relating to the merger that was filed with the Securities and
Exchange Commission (the “SEC”) on June 25, 2018 and mailed to
stockholders on or about June 27, 2018.
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. 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,
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 and those detailed in the
section entitled “Risk Factors” in the joint proxy
statement/prospectus relating to the merger filed with the SEC on
June 25, 2018.
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 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 is included in the joint proxy
statement/prospectus relating to the merger filed with the SEC on
June 25, 2018. 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 been declared effective) that includes a
joint proxy statement of Two Harbors and CYS that also constitutes
a prospectus. 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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