Annaly Capital Management, Inc. (NYSE: NLY) (“Annaly” or the “Company”) announced today that it has proposed to the Board of Directors of CreXus Investment Corp. (NYSE: CXS) (“CreXus”) to acquire for cash all of the shares of CreXus that Annaly does not currently own.
CreXus has approximately 76,630,528 shares of common stock outstanding, of which Annaly holds 9,527,778 shares, or approximately 12.4%.
Under the terms of the proposal, Annaly proposes to acquire all the CreXus shares it does not already own for $12.50 per share in cash. This represents approximately a 13% premium to CreXus’ last reported share price, approximately a 16% premium to the last 3-month average price and approximately a 5% premium to the common stock book value per share as reported in CreXus’ earnings release for the third quarter of 2012. The proposal states that it is subject to satisfactory negotiation of mutually acceptable definitive documentation, which documentation will not have any financing condition to close.Given that Fixed Income Discount Advisory Company (“FIDAC”), a wholly owned subsidiary of Annaly, manages CreXus, and two employees of FIDAC are on CreXus’ Board of Directors, Annaly expects that CreXus’ Board will create a Special Committee consisting entirely of directors who are independent of Annaly to consider the proposal contained in Annaly’s letter and to negotiate the terms of any transaction resulting from that proposal. A copy of the Company’s proposal to the Board of Directors of CreXus is set forth below. Advisors BofA Merrill Lynch is acting as financial advisor and K&L Gates LLP is acting as legal advisor to Annaly in connection with this proposal. About Annaly Capital Management, Inc. Annaly’s principal business objective is to generate net income for distribution to investors from its investment securities and from dividends it receives from its subsidiaries. Annaly is a Maryland corporation that has elected to be taxed as a real estate investment trust (“REIT”).