Annaly and CreXus Announce Final Results of Annaly Tender Offer
2013年4月17日 - 9:47PM
ビジネスワイヤ(英語)
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.
Crexus Investment Corp. Crexus Investment Corp. (NYSE:CXS)
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