According to the Complaint, on May 2, 2018, MTGE Investment Corp. ("MTGE" or the "Company") announced that it had entered into a definitive agreement (the “Merger Agreement”), by which Annaly Capital Management, Inc. ("Annaly" or the "Parent") would commence a tender offer (the “Tender Offer”) to acquire all of the outstanding shares of MTGE common stock for consideration to be paid in cash and shares of Annaly common stock (the “Merger Consideration”), in a transaction valued at approximately $900 million (the “Proposed Transaction”). Pursuant to the terms of the Merger Agreement, for each share of MTGE common stock validly tendered in the exchange offer or converted pursuant to the second-step merger described below, MTGE shareholders may elect to receive: (a) $9.82 in cash and 0.9519 shares of Annaly common stock; (b) $19.65 in cash (the “Cash Consideration Option”); or (c) 1.9037 shares of Annaly common stock (the “Stock Consideration Option”). The Tender Offer, commenced on May 16, 2018, and is set to expire at one minute after at 5:00 p.m., Eastern Time, on June 18, 2018.
In connection with the commencement of the Tender Offer, on May 16, 2018, the Company filed a Recommendation Statement on Schedule 14D-9 (the “Recommendation Statement”) with the SEC. The Complaint alleges that the Recommendation Statement is materially deficient and misleading because, inter alia, it omits to disclose material information concerning: (i) the Sales Process leading up to the Proposed Transaction; (ii) MTGE’s financial projections; (iii) conflicts of interest involving Barclays Capital Inc. (“Barclays”). Without this material information, MTGE stockholders will be forced to decide whether or not to tender their shares based upon materially incomplete and misleading information. The failure to adequately disclose such material information constitutes a violation of §§ 14(e) and 20(a) of the Exchange Act.