According to the Complaint, CYS Investments, Inc. ("CYS") is a real estate investment trust (“REIT”) that invests in residential mortgage-backed securities with the principal and interest guaranteed by a federally chartered
corporation, such as the Federal National Mortgage Association, Federal Home Loan Mortgage Corporation, or an agency of the U.S. government, such as the Government National Mortgage Association. The Company also invests in debt securities issued by the U.S Department of the Treasury (“Treasury”) or a government-sponsored entity.
On April 26, 2018, CYS and Two Harbors Investment Corp. announced that they had entered into a definitive merger agreement (the “Merger Agreement”) pursuant to which Two Harbors will acquire all of the outstanding shares of common stock of CYS for approximately $7.79 per share in a mix of cash and Two Harbors stock (the “Merger Consideration”).
The Complaint alleges that Defendants have violated Sections 14(a) and 20(a) of the Exchange Act by causing a materially incomplete and misleading registration statement (the “S-4”) to be filed with the Securities and Exchange Commission (“SEC”) on May 25, 2018. The S-4 recommends that CYS stockholders vote in favor of the proposed transaction.