Crexus Investment Sued by Shareholder Over Annaly Deal

Crexus Investment Corp. (CXS), a commercial-mortgage investor, was sued by a shareholder over its proposed acquisition by the real estate investment trust Annaly Capital Management Inc. (NLY)

Parker Crowell, who owns about 85,000 shares of Crexus, sued the company, its board of directors and Annaly Feb. 1 in New York State Supreme Court in Manhattan, seeking to stop the proposed acquisition.

The board breached its fiduciary duties by agreeing to sell Crexus without first taking steps to ensure that investors would receive adequate compensation and engineered the acquisition to benefit themselves, according to the complaint.

A call to Crexus’s investor-relations department seeking comment on the suit wasn’t immediately returned. Annaly Capital’s investor relations-department didn’t immediately respond to an e-mail seeking comment on the suit.

Annaly, the largest real estate investment trust that buys mortgage debt, agreed to purchase the rest of Crexus for about $872 million last week to expand its commercial-property business.

Annaly, which already owns 12.4 percent of Crexus, plans to pay $13 a share in cash for the remaining stock, valuing the company at $996 million, according to a statement from the New York-based REIT today. In November, Annaly bid $12.50 a share.

The purchase of Crexus is part of Annaly’s plan to broaden its business after Federal Reserve purchases of government- backed residential debt reduced yields in its main market.

New York-based Crexus, which Annaly started in 2009, has a 45-day period to explore alternatives.

The case is Crowell v. Riordan, 650358/2013, New York State Supreme Court, New York County (Manhattan).

To contact the reporter on this story: Chris Dolmetsch in New York State Supreme Court at cdolmetsch@bloomberg.net.

To contact the editor responsible for this story: Michael Hytha at mhytha@bloomberg.net.

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