CYS Investments, Inc. Stockholders Approve Merger with Two Harbors Investment Corp.
July 27 2018 - 1:00PM
Business Wire
CYS Investments, Inc. (NYSE: CYS) (“CYS”) announced that at the
special meeting of stockholders held today, its stockholders
approved the merger transaction in which Eiger Merger Subsidiary
LLC (“Merger Sub”), an indirect, wholly owned subsidiary of Two
Harbors Investment Corp. (NYSE: TWO) (“Two Harbors”), will merge
with and into CYS, pursuant to the previously announced merger
agreement among CYS, Merger Sub and Two Harbors. At the special
meeting, approximately 59.50% of the outstanding shares of CYS
common stock were voted, with approximately 96.52% of the votes
cast in favor of the CYS merger proposal.
The merger is expected to close on July 31, 2018, subject to
customary closing conditions. As a result of the merger, among
other things, each share of CYS common stock outstanding at the
effective time of the merger will be converted into the right to
receive from Two Harbors (i) 0.4680 newly issued shares of Two
Harbors common stock and (ii) cash consideration of $0.0965 per
share. CYS common stock is expected to be delisted from trading on
the New York Stock Exchange (“NYSE”) after the close of trading on
July 31, 2018. Two Harbors common stock will continue to trade
on the NYSE under the existing ticker symbol “TWO”.
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 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. CYS’s
ability to predict results or the actual effect of future events,
actions, plans or strategies is inherently uncertain. Although CYS
believes the expectations reflected in any forward-looking
statements are based on reasonable assumptions, CYS 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, including, among others,
risks related to the merger. All such factors are difficult to
predict and are beyond the control of CYS, including 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 CYS’s website at
http://cysinv.com and on the
Securities and Exchange Commission’s (the “SEC”) 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 CYS are based on
assumptions that CYS 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 CYS does not
undertake 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20180727005489/en/
CYS Investments, Inc.Richard E. Cleary, 617-639-0440Chief
Operating Officerir@cysinv.com
Cys Investments, Inc. (NYSE:CYS)
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