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Annaly and CreXus Announce Final Results of Annaly Tender Offer

  Annaly and CreXus Announce Final Results of Annaly Tender Offer

Business Wire

NEW YORK -- April 17, 2013

Annaly Capital Management, Inc. (NYSE:NLY) (“Annaly”) and CreXus Investment
Corp. (NYSE:CXS) (“CreXus”) today announced the final results of the tender
offer (the “Offer”), which commenced on March 18, 2013 and expired at 5:00 PM
ET on April 16, 2013, whereby through a newly formed subsidiary, CXS
Acquisition Corporation (“Acquisition”), Annaly offered to purchase all the
shares of CreXus that Annaly does not already own. Annaly has accepted for
purchase 55,225,336 shares of CreXus’ common stock at a purchase price of
$13.05206 per share, for an aggregate cost of approximately $720.8 million,
excluding fees and expenses relating to the Offer. The 55,225,336 shares
accepted for purchase in the tender offer increase Annaly’s direct and
indirect ownership to approximately 84.5% of CreXus’ common stock.

The final Offer price of $13.05206 per share consists of a price per share of
$13.00 plus a payment in lieu of a prorated CreXus dividend of $0.05206 for
the period from March 29, 2013 through April 16, 2013 (the date the Offer
expired). The payment in lieu of a prorated dividend is based on the dividend
of $0.25 per share that CreXus paid to holders of record on March 28, 2013,
the calendar quarter immediately before the date the Offer expired.

“The expiration of this tender offer and anticipated subsequent closing of a
merger between Annaly and CreXus is a meaningful next step in the evolution of
Annaly’s capital allocation strategy,” said Wellington J. Denahan, Annaly’s
Chairman and Chief Executive Officer. “We estimate that this acquisition will
be accretive to the 2013 dividend, and the true benefits to the Annaly
shareholder will be further realized as we continue to build upon our existing
commercial real estate platform.”

Annaly has exercised its option, per the merger agreement, to purchase, for
the same per share price that Annaly is paying for shares that were tendered
in response to the Offer, additional shares directly from CreXus that will
increase the number of shares Annaly directly or indirectly owns to 90% of the
outstanding shares of CreXus’ common stock.

Annaly intends to complete the acquisition of CreXus through what is known as
a “short-form merger”, that is, without a vote or meeting of CreXus’ remaining
shareholders. In the merger, each of the remaining shares of CreXus common
stock will be converted into the right to receive $13.05206 per share, less
any withholding taxes, in cash and without interest, which is the same amount
per share that was paid in the tender offer. The merger is expected to close
on May 23 following a 30 day notice period.

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.

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.

Contact:

Annaly Capital Management, Inc.
Investor Relations
1-888-8Annaly
www.annaly.com
 
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