Annaly announced that it has proposed to the board of CreXus to acquire for cash all of the shares of CreXus that Annaly does not currently own.
CreXus has approximately 76,630,528 shares of common stock outstanding, of which Annaly holds 9,527,778 shares, or approximately 12.4%.
Under the terms of the proposal, Annaly proposes to acquire all the CreXus shares it does not already own for $12.50 per share in cash.
This represents approximately a 13% premium to CreXus’ last reported share price, approximately a 16% premium to the last 3-month average price and approximately a 5% premium to the common stock book value per share as reported in CreXus’ earnings release for Q3 of 2012.
The proposal states that it is subject to satisfactory negotiation of mutually acceptable definitive documentation, which documentation will not have any financing condition to close.
Given that Fixed Income Discount Advisory Company (“FIDAC”), a wholly owned subsidiary of Annaly, manages CreXus, and two employees of FIDAC are on CreXus’ board, Annaly expects that CreXus’ board will create a Special Committee consisting entirely of directors who are independent of Annaly to consider the proposal contained in Annaly’s letter and to negotiate the terms of any transaction resulting from that proposal.