NEW YORK–(BUSINESS WIRE)–The Board of Directors of CYS Investments, Inc. (NYSE: CYS) (“CYS”)
today declared an interim common stock dividend.
The Board of Directors of CYS has declared a cash dividend of $0.090870
per share of common stock. The common stock dividend will be paid on
July 30, 2018 to stockholders of record of common stock on July 25, 2018.
Interim Dividend Requirement
The interim third quarter dividend is being made pursuant to the terms
of the previously announced Agreement and Plan of Merger, dated as of
April 25, 2018, by and among Two Harbors Investment Corp. (“Two
Harbors”), Eiger Merger Subsidiary LLC and CYS (the “Merger Agreement”).
Under the Merger Agreement, the common stockholders of CYS are entitled
to receive a partial payment of the current quarter’s dividend prior to
the anticipated closing date of the merger. This interim dividend
payment was calculated based on (a) the per share amount of CYS’ most
recent quarterly dividend, multiplied by (b) the quotient of (i) the
number of days elapsed since CYS’ last dividend record date through and
including the day prior to the expected July 31, 2018 closing date of
the merger, divided by (ii) the actual number of days in the calendar
quarter in which the interim dividend is declared. Under the Merger
Agreement, Two Harbors is also required to distribute a similar partial
payment dividend to its stockholders of record.
Additional information regarding the interim dividend and the proposed
merger with Two Harbors is included in the joint proxy
statement/prospectus relating to the merger that was filed with the
Securities and Exchange Commission (the “SEC”) on June 25, 2018 and
mailed to stockholders on or about June 27, 2018.
About CYS Investments, Inc.
CYS Investments, Inc., a Maryland corporation, is a specialty finance
company that invests on a leveraged basis primarily in residential
mortgage pass-through certificates for which the principal and interest
payments are guaranteed by Fannie Mae, Freddie Mac or Ginnie Mae. CYS
refers to these securities as Agency RMBS. CYS has elected to be taxed
as a real estate investment trust for federal income tax purposes.
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 or CYS
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’ and CYS’s ability to predict results or the
actual effect of future events, actions, plans or strategies is
inherently uncertain. Although Two Harbors and CYS believe the
expectations reflected in any forward-looking statements are based on
reasonable assumptions, the companies 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
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 those related to the payment
of future dividends. All such factors are difficult to predict and are
beyond the control of Two Harbors and CYS, 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 SEC’s website at http://www.sec.gov,
those detailed in CYS’s annual reports on Form 10-K, quarterly reports
on Form 10-Q and periodic reports on Form 8-K that are available on its
website at http://www.cysinv.com
and on the SEC’s 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 or CYS are based
on assumptions that Two Harbors or CYS, as applicable, 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 neither Two Harbors nor CYS undertakes any obligation 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.
Certain Information Regarding Participants in the Solicitation
Two Harbors, CYS and their respective directors, executive officers and
certain other members of management and employees of Two Harbors and CYS
may be deemed to be “participants” in the solicitation of proxies from
the stockholders of Two Harbors and CYS in connection with the Merger.
Stockholders can find information about Two Harbors and its directors
and executive officers and their ownership of common stock of Two
Harbors in Two Harbors’ annual report on Form 10-K for the fiscal year
ended December 31, 2017, in its definitive proxy statement relating to
its 2018 annual meeting of stockholders filed with the SEC on March 29,
2018 and in its Current Report on Form 8-K filed on April 26, 2018.
Stockholders can find information about CYS and its directors and
executive officers and their ownership of common stock of CYS in CYS’s
annual report on Form 10-K for the fiscal year ended December 31, 2017,
in its definitive proxy statement relating to its 2018 annual meeting of
stockholders filed with the SEC on March 29, 2018 and in its Current
Report on Form 8-K filed on April 26, 2018. Additional information
regarding the interests of such individuals in the Merger is included in
the joint proxy statement/prospectus relating to the Merger filed with
the SEC on June 25, 2018. Free copies of these documents may be obtained
as described in the preceding paragraph.
Additional Information about the Proposed Transaction and Where to
This communication relates to the proposed transaction pursuant to the
terms of the Merger Agreement.
In connection with the proposed Merger, Two Harbors has filed with the
SEC a registration statement on Form S-4 (which registration statement
has been declared effective) that includes a joint proxy statement of
Two Harbors and CYS that also constitutes a prospectus. Two Harbors and
CYS also plan to file other relevant documents with the SEC regarding
the proposed transaction. INVESTORS ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF
AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. You may obtain a free copy of the joint proxy
statement/prospectus and other relevant documents (if and when they
become available) filed by Two Harbors and CYS with the SEC at the SEC’s
website at www.sec.gov.
Copies of documents filed with the SEC by Two Harbors will be made
available free of charge on Two Harbors’ website at http://www.twoharborsinvestment.com or
by directing a request to: Two Harbors Investment Corp., 575 Lexington
Avenue, Suite 2930, New York, NY 10022, Attention: Investor Relations.
Copies of documents filed with the SEC by CYS will be made available
free of charge on CYS’s website at http://www.cysinv.com
or by directing a request to: CYS Investments, Inc., 500 Totten Pond
Road, 6th Floor, Waltham, MA 02451, Attention: Richard E. Cleary.
No Offer or Solicitation
This document shall not constitute an offer to sell or the solicitation
of an offer to buy any securities, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the requirements
of Section 10 of the Securities Act.
Two Harbors Investment Corp.
Margaret Field, 212-364-3663
Richard E. Cleary, 617-639-0440