BETHESDA, Md., Aug. 28, 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 ("Merger Sub"),
dated as of May 2, 2018 (the "Merger
Agreement"), the Board of Directors of the Company declared a cash
dividend on shares of its common stock for the period from
June 29, 2018 through September 6, 2018 and announced the termination
of the Company's Dividend Reinvestment and Direct Stock Purchase
Plan.
Common Stock Dividend
In accordance with the terms of the Merger Agreement and as
anticipated by the Company's press release on August 21, 2018, the Board of Directors declared
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 previously announced exchange offer by Annaly and Merger Sub
for all of the outstanding shares of common stock of MTGE, which is
currently scheduled to expire at 7:00 a.m.,
Eastern Time on September 7,
2018. The dividend will be paid on September 7, 2018 to stockholders of record as of
5:00 p.m. on August 31, 2018. The ex-dividend date is
August 30, 2018. The payment of
the dividend is no longer subject to the completion of the exchange
offer.
Termination of Its Dividend Reinvestment and Direct Stock
Purchase Plan
In connection with the anticipated closing of the merger on
September 7, 2018, MTGE today
announced that MTGE has terminated its Dividend Reinvestment and
Direct Stock Purchase Plan, effective as of August 27, 2018.
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
View original
content:http://www.prnewswire.com/news-releases/mtge-investment-corp-declares-short-period-dividend-on-shares-of-common-stock-in-connection-with-the-acquisition-by-annaly-capital-management-inc-and-announces-termination-of-its-dividend-reinvestment-and-direct-stock-purchase--300703232.html
SOURCE MTGE Investment Corp.
