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Case Status:    DISMISSED    
On or around 08/28/2018 (Court's order of dismissal)

Filing Date: May 25, 2018

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.

This case was voluntarily dismissed on August 24, 2018.


Sector: Financial
Industry: Investment Services
Headquarters: United States


Ticker Symbol: MTGE
Company Market: NASDAQ
Market Status: Public (Listed)

About the Company & Securities Data

"Company" information provides the industry and sector classification and headquarters state for the primary company-defendant in the litigation. In general, "Securities" information provides the ticker symbol, market, and market status for the underlying securities at issue in the litigation.

In most cases, the primary company-defendant actually issued the securities that are the subject of the litigation, and the securities information and company information relate to the same entity. In a small subset of cases, however, the primary company-defendant is not the issuer (for example, cases against third party brokers/dealers), and the securities information and company information do not relate to the same entity.
COURT: D. Maryland
DOCKET #: 18-CV-01514
JUDGE: Hon. George Jarrod Hazel
DATE FILED: 05/25/2018
CLASS PERIOD END: 05/25/2018
  1. Levi & Korsinsky LLP (DC)
No Document Title Filing Date
—Reference Complaint Complaint Related Data is not available
—Related District Court Filings Data is not available