NEW YORK–(BUSINESS WIRE)–Annaly Capital Management, Inc. (NYSE:NLY) (“Annaly”) announced that it
has extended its previously announced exchange offer (the “Offer”) to
purchase all of the outstanding shares of common stock of Hatteras
Financial Corp. (NYSE:HTS) (“Hatteras”). In the Offer, Hatteras common
stockholders may elect to receive, in exchange for each share of
Hatteras common stock they hold, (a) $5.55 in cash and 0.9894 shares of
Annaly common stock, (b) $15.85 in cash (the “all-cash election”) or (c)
1.5226 shares of Annaly common stock (the “all-stock election”).
Hatteras common stockholders tendering into the Offer and making an
all-cash election or an all-stock election will be subject to proration
so that approximately 65% of the aggregate consideration in the Offer
will be paid in shares of Annaly common stock, and 35% of the aggregate
consideration in the Offer will be paid in cash.
The Offer will now expire at 5:00 p.m., Eastern Time, on July 11, 2016,
unless further extended in accordance with the terms of the merger
agreement dated April 10, 2016, by and among Annaly, Ridgeback Merger
Sub Corporation and Hatteras (the “Merger Agreement”). All other terms
and conditions of the Offer remain unchanged.
The Offer has been extended to allow the parties to obtain the remaining
regulatory approvals, which are conditions to the completion of the
Offer, as set forth in the preliminary prospectus/offer to exchange,
dated June 15, 2016, as it may be amended. The parties currently
anticipate receiving these regulatory approvals by July 11, 2016. The
completion of the Offer remains subject to the satisfaction or waiver of
these and other conditions of the Offer.
Computershare Trust Company, N.A., the depositary and exchange agent for
the Offer, has advised Annaly that as of 5:00 p.m., Eastern Time on June
14, 2016, approximately 7,111,887 shares of common stock of Hatteras
have been validly tendered and not properly withdrawn pursuant to the
Offer, representing approximately 7.5% of the outstanding shares of
common stock of Hatteras.
Wells Fargo Securities and Sandler O’Neill + Partners, L.P. are serving
as financial advisors to Annaly, and Wachtell, Lipton, Rosen & Katz
serves as legal counsel to Annaly.
About Annaly Capital Management, Inc.
Founded in 1997 as a real estate investment trust (REIT), Annaly is a
leading mortgage REIT listed on the New York Stock Exchange. Annaly’s
principal business objectives are to generate net income for
distribution to shareholders and preserve capital through the prudent
selection and management of its investments. Since inception, Annaly has
paid $14 billion in dividends to shareholders through real estate
investments, primarily agency mortgage-backed securities.
This press release includes forward-looking statements. These
forward-looking statements generally can be identified by phrases such
as “will,” “expects,” “anticipates,” “foresees,” “forecasts,”
“estimates” or other words or phrases of similar import. Similarly,
statements herein that describe the proposed transaction with Hatteras,
including its financial and operational impact, and other statements of
management’s beliefs, intentions or goals also are forward-looking
statements. It is uncertain whether any of the events anticipated by the
forward-looking statements will transpire or occur, or if any of them
do, what impact they will have on the results of operations and
financial condition of the combined companies or the price of Annaly
stock. These forward-looking statements involve certain risks and
uncertainties, many of which are beyond Annaly’s control, that could
cause actual results to differ materially from those indicated in such
forward-looking statements, including but not limited to the ability of
Annaly to consummate the proposed transaction on a timely basis or at
all and the satisfaction of the conditions precedent to consummation of
the proposed transaction, including two-thirds of Hatteras’ common
shares being validly tendered into the exchange offer; required
regulatory approvals; business disruption following the merger; and the
other risks and important factors contained and identified in Annaly’s
and Hatteras’ filings with the Securities and Exchange Commission
(“SEC”), such as their respective Quarterly Reports on Form 10-Q and
Annual Reports on Form 10-K, any of which could cause actual results to
differ materially from the forward-looking statements. The
forward-looking statements included in this press release are made only
as of the date hereof. Annaly undertakes no obligation to update the
forward-looking statements to reflect subsequent events or
circumstances, except as required by law.
Additional Information and Where to Find It
This press release is for informational purposes only and is neither an
offer to purchase nor a solicitation of an offer to sell shares, nor is
it a substitute for the exchange offer materials that Annaly and its
merger subsidiary have filed with the SEC. Annaly and its merger
subsidiary have filed a tender offer statement on Schedule TO, Annaly
has filed a registration statement on Form S-4, and Hatteras has filed a
Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC
with respect to the exchange offer. THE EXCHANGE OFFER MATERIALS
(INCLUDING AN OFFER TO EXCHANGE, A RELATED LETTER OF TRANSMITTAL AND
CERTAIN OTHER EXCHANGE OFFER DOCUMENTS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT CONTAIN IMPORTANT INFORMATION.
HATTERAS SHAREHOLDERS ARE URGED TO READ THESE DOCUMENTS (AS THEY MAY BE
AMENDED FROM TIME TO TIME) CAREFULLY BECAUSE THEY CONTAIN IMPORTANT
INFORMATION THAT HOLDERS OF HATTERAS SECURITIES SHOULD CONSIDER BEFORE
MAKING ANY DECISION REGARDING EXCHANGING THEIR SECURITIES. The Offer to
Exchange, the related Letter of Transmittal and certain other exchange
offer documents, as well as the Solicitation/Recommendation Statement,
are available to all holders of Hatteras common stock at no expense to
them. The exchange offer materials and the Solicitation/Recommendation
Statement are available for free at the SEC’s website at www.sec.gov.
Additional copies may be obtained for free by contacting Annaly’s
Investor Relations department at 1-888-8Annaly (1-888-816-6159).
Annaly Capital Management, Inc.