Feb. 05, 2013 (Update) -- On Jan. 31, 2013 CreXus Investment Corp. (NYSE: CXS) announced that it has entered into a merger agreement pursuant to which Annaly Capital Management, Inc. (NYSE: NLY) will acquire all of the outstanding shares of common stock of the Company not currently owned by Annaly Capital Management, Inc. for $13.00 per share in cash.
However, given that following the takeover news shares of Crexus Investment Corp (NYSE:CXS) jumped in the open market to $13.29 per share, thus well above the current offer, the investigation a law firm concerns whether the proposed transaction is unfair to NYSE:CXS stockholders.

Nov. 26, 2012 (Shareholders Foundation) -- An investor in shares of Crexus Investment Corp (NYSE:CXS) filed a lawsuit to block the proposed takeover of Crexus Investment Corp by Annaly Capital Management, Inc at $12.50 per NYSE:CXS share.

The plaintiff alleges that the defendants breached their fiduciary duties owed NYSE:CXS stockholders by agreeing to sell the company at an unfair price and process to Annaly Capital Management, Inc.

On November 12, 2012, Annaly Capital Management, Inc. (NYSE: NLY) announced that it has proposed to the Board of Directors of CreXus Investment Corp. (NYSE: CXS) to acquire for cash all of the shares of CreXus Investment Corp. that Annaly Capital Management does not currently own. Under the terms of the proposal, Annaly Capital Management proposes to acquire all the CreXus Investment Corp shares it does not already own for $12.50 per share in cash.

However, the plaintiff alleges that the process is unfair to NYSE:CXS investors. In fact, CreXus has approximately 76,630,528 shares of common stock outstanding, of which Annaly holds 9,527,778 shares, or approximately 12.4% before the proposal.

Furthermore, so the plaintiff, the $12.50offer is unfair to NYSE:CXS stockholders. In fact, NYSE:CXS shares traded in early 2011 as high as $13.36 per share, thus above the current offer.