Hatteras Financial Corp

Robbins Arroyo LLP: Acquisition of Hatteras Financial Corp. (HTS) by Annaly Capital Management Inc. (NLY) May Not Be in Shareholders’ Best Interests

Robbins Arroyo LLP is investigating the proposed acquisition of Hatteras Financial Corporation (NYSE: HTS) by Annaly Capital Management, Inc. (NYSE: NLY). On April 11, 2016 the two companies announced the signing of a definitive merger agreement pursuant to which Annaly Capital will acquire Hatteras Financial. Under the terms of the agreement, Hatteras Financial shareholders will receive either $15.85 in cash for each share of Hatteras Financial common stock, $5.55 in cash and 0.9894 shares of Annaly Capital common stock for each share of Hatteras Financial, or 1.5226 shares of Annaly Capital common stock for each share of Hatteras Financial.

Is the Proposed Acquisition Best for Hatteras Financial and Its Shareholders?

Robbins Arroyo LLP’s investigation focuses on whether the board of directors at Hatteras Financial is undertaking a fair process to obtain maximum value and adequately compensate its shareholders.

As an initial matter, the $15.85 merger consideration represents a premium of only 10.5% based on Hatteras Financial’s one-month average closing price. This premium is significantly below the average one-month premium of nearly 25% for comparable transactions within the past year. Further, the $15.85 merger consideration is below the target price set by five analysts between February and March 2016, ranging from $20.00 (RBC Capital Markets) to $16.00 (Nomura). In the last three years, Hatteras Financial traded as high as $27.76 on April 11, 2013 and most recently traded above the merger consideration – at $15.87 – on October 26, 2015.

In light of these facts, Robbins Arroyo LLP is examining Hatteras Financial’s board of directors’ decision to sell the company now rather than allow shareholders to continue to participate in the company’s continued success and future growth prospects.

Hatteras Financial shareholders have the option to file a class action lawsuit to ensure the board of directors obtains the best possible price for shareholders and the disclosure of material information.

Hatteras Financial shareholders interested in information about their rights and potential remedies can contact attorney Darnell R. Donahue at (800) 350-6003, or you can complete the form below and we will contact you directly.


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