Filed by Annaly Capital Management, Inc.
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to
Rule 14d-2
under the Securities Exchange Act of 1934
Subject Company: MTGE Investment Corp.
Registration No.:
333-224968
Annaly Capital Management, Inc. Extends Exchange Offer to Acquire MTGE Investment Corp.
NEW YORK, NEW YORK August
20, 2018
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 7:00 a.m., Eastern Time, on
September 7, 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 satisfy
the remaining conditions to the completion of the Offer, as set forth in the prospectus/offer to exchange, dated June 4, 2018.
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 August 17,
2018, approximately 14,517,976 shares of common stock of MTGE have been validly tendered and not validly withdrawn pursuant to the Offer, representing approximately 31.7% of the outstanding shares of common stock of MTGE.
Wells Fargo Securities and Sandler ONeill + 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. Annalys 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.