Two Harbors Investment Corp. Stockholders Approve Merger with CYS Investments Inc.
28 July 2018 - 2:00AM
Business Wire
Two Harbors Investment Corp. (NYSE: TWO) announced
that at the special meeting of stockholders held today its
stockholders approved the issuance of the company’s common stock
pursuant to the terms of the previously announced merger agreement
with CYS Investments, Inc. (NYSE: CYS).
The merger is expected to close on July 31, 2018, subject to
customary closing conditions. As a result of the merger, among
other things, each share of CYS common stock outstanding at the
effective time of the merger will be converted into the right to
receive from Two Harbors (i) 0.4680 newly issued shares of Two
Harbors common stock and (ii) cash consideration of $0.0965 per
share. CYS common stock is expected to be delisted from trading on
the New York Stock Exchange (“NYSE”) after the close of trading on
July 31, 2018. Two Harbors common stock will continue to trade
on the NYSE under the existing ticker symbol “TWO”.
Two Harbors Investment Corp.
Two Harbors Investment Corp., a Maryland corporation, is a real
estate investment trust that invests in residential mortgage-backed
securities, mortgage servicing rights and other financial assets.
Two Harbors is headquartered in New York, New York, and is
externally managed and advised by PRCM Advisers LLC, a wholly owned
subsidiary of Pine River Capital Management L.P. Additional
information is available at www.twoharborsinvestment.com.
Additional Information
Stockholders of Two Harbors and other interested persons may
find additional information regarding the company at the Securities
and Exchange Commission’s Internet site at www.sec.gov or by
directing requests to: Two Harbors Investment Corp., 575 Lexington
Avenue, Suite 2930, New York, NY 10022, telephone 612-629-2500.
Forward-Looking Statements
This press release may contain “forward-looking statements”.
Such statements are subject to numerous assumptions, risks, and
uncertainties. Statements that do not describe historical or
current facts, including statements about beliefs and expectations,
are forward-looking statements. The forward-looking statements are
intended to be subject to the safe harbor provided by Section 27A
of the Securities Act of 1933, as amended (the “Securities Act”),
and Section 21E of the Securities Exchange Act of 1934, and the
Private Securities Litigation Reform Act of 1995. All statements,
other than statements of historical fact, included in this
communication that address activities, events or developments that
Two Harbors expects, believes or anticipates will or may occur in
the future are forward-looking statements. Words such as “project,”
“predict,” “believe,” “expect,” “anticipate,” “potential,”
“create,” “estimate,” “plan,” “continue,” “intend,” “could,”
“foresee,” “should,” “may,” “will,” “guidance,” “look,” “outlook,”
“goal,” “future,” “assume,” “forecast,” “build,” “focus,” “work,”
or the negative of such terms or other variations thereof and words
and terms of similar substance used in connection with any
discussion of future plans, actions, or events identify
forward-looking statements. However, the absence of these words
does not mean that the statements are not forward-looking. These
forward-looking statements are not guarantees of future performance
and involve certain risks, uncertainties and assumptions that are
difficult to predict. Two Harbors’ ability to predict results or
the actual effect of future events, actions, plans or strategies is
inherently uncertain. Although Two Harbors believes the
expectations reflected in any forward-looking statements are based
on reasonable assumptions, Two Harbors can give no assurance that
our expectations will be attained and therefore, actual outcomes
and results may differ materially from what is expressed or
forecasted in such forward-looking statements.
There are a number of risks and uncertainties that could cause
actual results to differ materially from the forward-looking
statements included in this communication, including, among others,
risks related to the merger. All such factors are difficult to
predict and are beyond the control of Two Harbors, including those
detailed in Two Harbors’ annual reports on Form 10-K, quarterly
reports on Form 10-Q and periodic reports on Form 8-K that are
available on Two Harbors’ website at
http://www.twoharborsinvestment.com and on the Securities and
Exchange Commission’s (the “SEC”) website at http://www.sec.gov,
and those detailed in the section entitled “Risk Factors” in the
joint proxy statement/prospectus relating to the merger filed with
the SEC on June 25, 2018.
Each of the forward-looking statements of Two Harbors are based
on assumptions that Two Harbors believes to be reasonable but that
may not prove to be accurate. Any forward-looking statement speaks
only as of the date on which such statement is made, and Two
Harbors does not undertake to correct or update any forward-looking
statement, whether as a result of new information, future events or
otherwise, except as required by applicable law. Readers are
cautioned not to place undue reliance on these forward-looking
statements that speak only as of the date hereof.
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version on businesswire.com: https://www.businesswire.com/news/home/20180727005421/en/
Investors:Two Harbors Investment Corp.Margaret Field,
212-364-3663Investor
Relationsmargaret.field@twoharborsinvestment.com
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