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.
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 Plan
BETHESDA, Md., August 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 Companys
Dividend Reinvestment and Direct Stock Purchase Plan.
Common Stock Dividend
In accordance with the terms of the Merger Agreement and as anticipated by the Companys 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 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.