Filed by MTGE Investment Corp.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: MTGE Investment Corp.
File No.:
001-35260
MTGE Investment Corp. Announces Record Date and Other Information Regarding a Short Period Dividend Expected to be Declared on Shares of Common Stock in
Connection with Acquisition by Annaly Capital Management, Inc.
BETHESDA, Md., August 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 Companys 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
MTGEs 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 managements 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 MTGEs 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 Annalys and MTGEs 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.