At the conclusion of the 45-day active solicitation period, a subsidiary of Annaly will commence a cash tender offer for all of the outstanding shares of Company common stock not already owned by Annaly and its subsidiaries for $13.00 per share, plus a pro-rated quarterly dividend through the end of the tender offer period. The tender offer will be conditioned upon, among other things, satisfaction of a minimum tender of 51% of the outstanding shares of Company common stock not owned Annaly, any of its subsidiaries, officers or directors, and other customary conditions. If the tender offer is successfully completed, it will be followed by a cash merger in which any remaining outstanding shares of Company common stock will be converted into the right to receive the same cash consideration per share as paid in the tender offer. The Company currently expects the tender offer to expire in mid-April 2013, and the merger to close as soon as practicable thereafter.
Nancy Jo Kuenstner, chairman of the Special Committee, said, “The Special Committee is very pleased to have reached a definitive agreement with Annaly that we believe provides compelling value to CreXus stockholders. We also look forward to exploring what alternatives might be available to us during the “go-shop” period, as permitted by the terms of our agreement.”
Lazard is acting as independent financial advisor and Goodwin Procter LLP is acting as independent legal advisor to the Special Committee in connection with this transaction. Bank of America Merrill Lynch is acting as financial advisor and K&L Gates LLP is acting as legal advisor to Annaly.
About CreXus Investment Corp.CreXus acquires, manages and finances, directly or through its subsidiaries, commercial mortgage loans and other commercial real estate debt, commercial real property, commercial mortgage-backed securities and other commercial and residential real estate-related assets. The Company’s principal business objective is to generate net income for distribution to investors from the spread between the yields on its investments and the cost of borrowing to finance their acquisition and secondarily to provide capital appreciation. The Company, a Maryland corporation that has elected to be taxed as a real estate investment trust (“REIT”), is externally managed by Fixed Income Discount Advisory Company, a wholly owned subsidiary of Annaly Capital Management, Inc.