BETHESDA, Md., Aug. 21, 2018 /PRNewswire/ -- MTGE
Investment Corp. ("MTGE" or the "Company") (Nasdaq: MTGE) announced
that in accordance with the terms of the merger agreement by and
between the Company, Annaly Capital Management, Inc. (NYSE: NLY)
("Annaly") and Mountain Merger Sub Corporation, dated as of
May 2, 2018 (the "Merger Agreement"),
the Company expects to pay a cash dividend on shares of its common
stock for the period from June 29,
2018 through September 6,
2018, subject to completion of the exchange offer initiated
by Annaly under the Merger Agreement.
Common Stock Dividend
In accordance with the terms of the Merger Agreement, the Company
expects to pay a dividend of $0.38043
per common share for the period from June
29, 2018 through September 6,
2018, which is the business day before the expected closing
of the exchange offer, which is currently scheduled to expire at
7:00 a.m., Eastern Time, on
September 7, 2018. The dividend is
expected be paid on September 7,
2018, to stockholders of record as of 5:00 p.m. on August 31,
2018, with an ex-dividend date of August 30, 2018, subject to completion of the
exchange offer. A stockholder who tenders into the exchange offer
will be entitled to receive the foregoing dividend. The payment of
the dividend is subject to the approval of the Company's Board of
Directors and the completion of the exchange offer, which is
subject, among other things, to the tender of a number of shares of
MTGE common stock sufficient to cause the minimum condition to be
satisfied in accordance with the terms of the Merger
Agreement. If the exchange offer is extended beyond
September 7, 2018, the dividend
amount, record date and payment date would be expected to be
adjusted pursuant to the Merger Agreement to provide MTGE
stockholders of record four business days prior to the closing of
the exchange offer a prorated dividend based on MTGE's most recent
quarterly dividend amount.
For further information or questions, please contact Investor
Relations at (301) 968-9220 or IR@MTGE.com.
About MTGE Investment Corp.
MTGE Investment Corp. is a
real estate investment trust that invests in and manages a
leveraged portfolio of agency mortgage investments, non-agency
mortgage investments and other real estate-related investments. The
Company is externally managed and advised by MTGE Management, LLC,
an affiliate of AGNC Investment Corp. (Nasdaq: AGNC). For
further information, please refer to
www.MTGE.com.
Forward-Looking Statements
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, 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 or MTGE stock. These forward-looking statements
involve certain risks and uncertainties, many of which are beyond
the parties' 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 the parties 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 a majority of outstanding shares of
MTGE's common stock being validly tendered in the exchange offer;
business disruption following completion of the proposed
transaction; and the other risks and important factors contained
and identified in Annaly's and MTGE's filings with the Securities
and Exchange Commission (the "SEC"), including 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 Form 8-K are made only as of the date hereof. Neither
Annaly nor MTGE undertakes any obligation to update the
forward-looking statements to reflect subsequent events or
circumstances, except as required by law.
Additional Information about the Exchange Offer by Annaly
Capital Management, Inc.
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 MTGE 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. MTGE STOCKHOLDERS ARE URGED TO READ THESE DOCUMENTS
CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION THAT HOLDERS
OF MTGE SECURITIES SHOULD CONSIDER BEFORE MAKING ANY DECISION
REGARDING EXCHANGING THEIR SECURITIES. The exchange offer, the
related Letter of Transmittal and certain other exchange offer
documents, as well as the Solicitation/Recommendation Statement,
are available to all holders of MTGE 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 (1-888-826-6259). In addition to the exchange
offer, the related Letter of Transmittal and certain other exchange
offer documents, as well as the Solicitation/Recommendation
Statement, Annaly and MTGE file annual, quarterly and current
reports and other information with the SEC. You may read and copy
any reports or other information filed by Annaly and MTGE at the
SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the public reference
room. Annaly's and MTGE's filings with the SEC are also available
to the public from commercial document-retrieval services and at
the website maintained by the SEC at http://www.sec.gov.
CONTACT:
Investor Relations - (301) 968-9220
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SOURCE MTGE Investment Corp.