New York-based Annaly Capital Management Inc. has extended its previously announced exchange offer to purchase all of the outstanding shares of common stock of MTGE Investment Corp. In the Offer, MTGE common stockholders may elect to receive, in exchange for each share of MTGE common stock they hold, (a) $9.82 in cash and 0.9519 shares of Annaly common stock, (b) $19.65 in cash (the “all cash election”) or (c) 1.9037 shares of Annaly common stock (the “all stock election”).
MTGE 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 50% of the aggregate consideration in the offer will be paid in shares of Annaly common stock, and 50% of the aggregate consideration in the offer will be paid in cash, according to a prepared statement.
The offer will now expire at 5:00 p.m., Eastern Time, on July 18, 2018, unless further extended in accordance with the terms of the merger agreement dated May 2, 2018, by and among Annaly, Mountain Merger Sub Corp. and MTGE.
The release says that 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 prospectus/offer to exchange, dated June 4, 2018. The parties currently anticipate receiving these regulatory approvals in the third quarter of 2018. The completion of the offer remains subject to the satisfaction or waiver of these and other conditions of the offer.
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.
Annaly is a leading diversified capital manager that invests in and finances residential and commercial assets. Annaly’s principal business objective is to generate net income for distribution to its shareholders and to preserve capital through prudent selection of investments and continuous management of its portfolio.