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Annaly closes exchange offer to acquire Hatteras


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Annaly closes exchange offer to acquire Hatteras

Annaly CapitalManagement Inc. has closed its exchange offer to acquire all of the outstanding common sharesof Hatteras Financial Corp.

As of 5 p.m. ET on July 11, a total of 70,066,823 Hatteras common shares were validly tendered and notvalidly withdrawn, representing approximately 74.12% of the company's outstanding shares.

About 19,132,243 shares elected to receive mixedconsideration, consisting of $5.55 in cash and 0.9894Annaly common share for each Hatteras common share. About 3,000,559shares elected to receive $15.85 in cash for eachHatteras common share — the all-cash consideration. About 47,934,021shares elected to receive the all-stock consideration.

Hatteras shareholders whoelected the all-stock consideration will be subject to proration at a rate ofapproximately 69%. They will receive $15.85 in cash for each share not acceptedfor the all-stock election due to proration and 1.5226 Annalyshares for shares accepted for the all-stock election.

The deal is expected to close July 12.

Upon closing, Hatteras will become a wholly owned subsidiaryof Annaly. Hatteras common shares and Hatteras series A preferred stock willcease to be traded on the NYSE.

Wells Fargo Securities and Sandler O'Neill + Partners LP areserving as financial advisers to Annaly, and Wachtell Lipton Rosen & Katzis serving as Annaly's legal counsel.