Annaly Capital Management, Inc. (NYSE:NLY) (“Annaly”) announced today that, through a newly formed subsidiary, CXS Acquisition Corporation (“Acquisition”), it has commenced an offer (the “Offer”) to purchase all the shares of CreXus Investment Corp. (NYSE:CXS) (“CreXus”) that Annaly does not already own for a price per share of $13.00 plus a sum approximating a prorated portion of the dividend the tendering stockholder would have received with regard to the quarter during which the offer expires, in cash net to the seller, but subject to any required withholding tax. The Offer will expire at 5:00 p.m. New York City time on April 16, 2013, unless it is extended.
The Board of Directors of CreXus, acting in accordance with a unanimous recommendation by a Special Committee of that Board consisting entirely of directors who are independent and are not employees or affiliates of Annaly or any of its subsidiaries (including the Annaly subsidiary that manages CreXus, FIDAC), unanimously (with the two directors who are employees of Annaly not present or voting) determined to recommend that the CreXus stockholders, other than Annaly and its subsidiaries, tender their shares in response to the Offer.
The Offer is being made pursuant to a previously announced Agreement and Plan of Merger dated as of January 30, 2013, among Annaly, Acquisition and CreXus. Under that Agreement and Plan of Merger, Acquisition will not be permitted to accept the shares that are tendered in response to the Offer unless they include at least 51% of the shares that are not owned by Annaly or any of its subsidiaries, or by officers or directors of Annaly, CreXus or FIDAC. If that condition is satisfied and Acquisition purchases the shares that are properly tendered and not withdrawn, Acquisition will subsequently be merged into CreXus (the “Merger”) in a transaction in which Annaly will become the sole stockholder of CreXus and the persons who are stockholders of CreXus immediately before the Merger will receive the same amount per share they would have received if they had tendered their CreXus stock in response to the Offer.