Annaly Commences Offer for CreXus Shares

  Annaly Commences Offer for CreXus Shares

Business Wire

NEW YORK -- March 18, 2013

Annaly Capital Management, Inc. (NYSE:NLY) (“Annaly”) announced today that,
through a newly formed subsidiary, CXS Acquisition Corporation
(“Acquisition”), it has commenced an offer (the “Offer”) to purchase all the
shares of CreXus Investment Corp. (NYSE:CXS) (“CreXus”) that Annaly does not
already own for a price per share of $13.00 plus a sum approximating a
prorated portion of the dividend the tendering stockholder would have received
with regard to the quarter during which the offer expires, in cash net to the
seller, but subject to any required withholding tax. The Offer will expire at
5:00 p.m. New York City time on April 16, 2013, unless it is extended.

The Board of Directors of CreXus, acting in accordance with a unanimous
recommendation by a Special Committee of that Board consisting entirely of
directors who are independent and are not employees or affiliates of Annaly or
any of its subsidiaries (including the Annaly subsidiary that manages CreXus,
FIDAC), unanimously (with the two directors who are employees of Annaly not
present or voting) determined to recommend that the CreXus stockholders, other
than Annaly and its subsidiaries, tender their shares in response to the

The Offer is being made pursuant to a previously announced Agreement and Plan
of Merger dated as of January 30, 2013, among Annaly, Acquisition and CreXus.
Under that Agreement and Plan of Merger, Acquisition will not be permitted to
accept the shares that are tendered in response to the Offer unless they
include at least 51% of the shares that are not owned by Annaly or any of its
subsidiaries, or by officers or directors of Annaly, CreXus or FIDAC. If that
condition is satisfied and Acquisition purchases the shares that are properly
tendered and not withdrawn, Acquisition will subsequently be merged into
CreXus (the “Merger”) in a transaction in which Annaly will become the sole
stockholder of CreXus and the persons who are stockholders of CreXus
immediately before the Merger will receive the same amount per share they
would have received if they had tendered their CreXus stock in response to the

The payment in lieu of a dividend will be based on the dividend paid with
regard to the calendar quarter immediately before the calendar quarter during
which the Offer expires. CreXus has declared a dividend of $0.25 per share
with regard to the first quarter of 2013 payable to holders of record on March
28, 2013. Therefore, if the expiration date of the Offer occurs during the
second quarter of 2013, the payment in lieu of a dividend will be $0.002740
for each day between March 29, 2013, and the expiration date of the Offer
(including the expiration date). If the Offer expires on April 16, 2013, the
amount that will paid with regard to shares that are tendered in response to
the Offer, and will be paid as a result of the Merger to CreXus stockholders
who do not tender their shares, will be $13.05206 per share.

The Offer is subject to customary conditions in addition to the 51% tender
condition. Annaly has the right to waive any or all of those additional
conditions. Annaly also has the right to extend the expiration date of the
Offer and to amend the terms of the Offer, except that the Agreement and Plan
of Merger does not permit Annaly to decrease the offer price, to reduce the
number of shares it is seeking or to change the form of consideration.

The Information Agent with regard to the offer is Innisfree M&A Incorporated,
American Stock Transfer & Trust Company LLC is the Depositary, and BofA
Merrill Lynch is the Dealer Manager.

Notice to Investors

This press release is not an offer to purchase, or a solicitation of sales of,
CreXus Common Stock or any other securities. The Offer is made solely by the
Offer to Purchase and the related Letter of Transmittal. Acquisition and
Annaly are filing with the Securities and Exchange Commission today a Tender
Offer Statement on Schedule TO that includes the Offer to Purchase and the
related Letter of Transmittal and other documents relating to the Offer. In
addition, CreXus is filing with the SEC today a Solicitation/Recommendation
Statement on Schedule 14D-9 that describes, among other things, the unanimous
recommendation of CreXus’ Board (with two members who are employees of Annaly
not present or voting) that CreXus’ stockholders (other than Annaly and its
subsidiaries) tender their shares in response to the Offer and, if approval of
the Merger by CreXus’ stockholders is required by applicable law or by the
rules of a stock exchange or securities quotation system on which CreXus’
Common Stock is listed or quoted in order to carry out the Merger, that the
CreXus stockholders vote any shares of Common Stock they own in favor of
approving the Merger. The documents filed with the SEC contain important
information, and CreXus stockholders are urged to read them and the exhibits
to them in their entirety in connection with their decision whether to tender
their shares. Those documents can be obtained at no charge at the SEC’s
website, In addition, copies of the Offer to Purchase, the Letter
of Transmittal and other documents relating to the Offer can be obtained from
the Information Agent, Innisfree M&A Incorporated, at 501 Madison Avenue,
20^th Floor, New York, NY 10022 or by calling toll free (877) 687-1875 (for
stockholders) or (212) 750-5833 (banks and brokers).

Forward-Looking Statements

This news release and our public documents to which we refer contain or
incorporate by reference certain forward-looking statements which are based on
various assumptions (some of which are beyond our control) may be identified
by reference to a future period or periods or by the use of forward-looking
terminology, such as “may,” “will,” “believe,” “expect,” “anticipate,”
“continue,” or similar terms or variations on those terms or the negative of
those terms. Actual results could differ materially from those set forth in
forward-looking statements due to a variety of factors, including, but not
limited to, changes in interest rates; changes in the yield curve; changes in
prepayment rates; the availability of mortgage-backed securities for purchase;
the availability of financing and, if available, the terms of any financings;
changes in the market value of our assets; changes in business conditions and
the general economy; our ability to consummate the transaction and integrate
the commercial mortgage business; our ability to consummate any contemplated
investment opportunities; risks associated with the businesses of our
subsidiaries, including the investment advisory business of our wholly-owned
subsidiaries, including: the removal by clients of assets managed, their
regulatory requirements, and competition in the investment advisory business;
risks associated with the broker-dealer business of our wholly-owned
subsidiary; changes in government regulations affecting our business; our
ability to maintain our qualification as a REIT for federal income tax
purposes; and our ability to maintain our exemption from registration under
the Investment Company Act of 1940, as amended. For a discussion of the risks
and uncertainties which could cause actual results to differ from those
contained in the forward-looking statements, see “Risk Factors” in our most
recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form
10-Q. We do not undertake, and specifically disclaim any obligation, to
publicly release the result of any revisions which may be made to any
forward-looking statements to reflect the occurrence of anticipated or
unanticipated events or circumstances after the date of such statements.


Annaly Capital Management, Inc.
Investor Relations
Press spacebar to pause and continue. Press esc to stop.