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CreXus Investment Corp. (NYSE: CXS) (the “Company”) announced today that it has entered into a definitive merger agreement pursuant to which Annaly Capital Management, Inc. (NYSE: NLY) (“Annaly”) will acquire all of the outstanding shares of common stock of the Company not currently owned by Annaly for $13.00 per share in cash. The transaction, which is structured as a tender offer followed by a merger, has been approved by the Company’s board of directors upon the unanimous recommendation and approval of a Special Committee consisting of the Company’s three independent directors.
The $13.00 per share price represents a 17.1% premium to the Company’s unaffected share price on November 9, 2013, the trading day prior to Annaly first announcing its interest in acquiring the Company, and a 4.0% premium to Annaly’s original proposed price of $12.50 per share. The transaction represents a fully diluted equity value for the Company of approximately $1.0 billion.
The Company expects to declare and pay regular quarterly dividends while the transaction is pending. In addition, at the time the tender offer is completed, Annaly will increase the cash purchase price per share to reflect a pro-rated quarterly dividend for the quarter in which the tender offer is closed.
Under the terms of the agreement, the Company may solicit, receive, evaluate and enter into negotiations with respect to alternative proposals from third parties for a period of 45 calendar days continuing through March 16, 2013. The Special Committee, with the assistance of its independent advisors, will actively solicit alternative proposals during this period. The Company does not intend to disclose developments during this process, unless it determines that there is a need to update the market, and there can be no assurance that this process will result in receipt of a superior offer or that any other transaction will be approved or consummated. Annaly has agreed to not purchase shares of Company common stock in excess of the approximately 12.4% of the outstanding that it currently owns.