Annaly Shareholders Approve Acquisition of FIDAC.

Business Editors

NEW YORK--(BUSINESS WIRE)--May 27, 2004

Annaly Mortgage Management, Inc. (NYSE: NLY) announced that at its annual meeting held today Annaly stockholders voted to approve the acquisition of Fixed Income Discount Advisory Company ("FIDAC"). FIDAC is a registered investment advisor which, at December 31, 2003, managed, assisted in managing or supervised approximately $13.6 billion in gross assets for a wide variety of clients on a discretionary basis. FIDAC is a fee-based management business with a global distribution reach. FIDAC generally receives annual net investment advisory fees of approximately 10 to 15 basis points of the gross assets it manages, assists in managing or supervises. Following completion of the acquisition, Annaly will continue to operate as a self-managed and self-advised real estate investment trust, and FIDAC will operate as Annaly's wholly-owned taxable REIT subsidiary.

Michael A.J. Farrell, the Chairman, Chief Executive Officer and President of Annaly, said, "We are pleased with the outcome of today's vote. We believe that the acquisition of FIDAC will, among other things, enable us to take advantage of significant opportunities for growth, increase the efficiency and flexibility of our business and alleviate potential conflicts of interest. We look forward to closing this transaction as soon as practicable."

Under the Merger Agreement with FIDAC, the purchase price will be payable in shares of Annaly's common stock. Upon the consummation of the merger, Annaly will issue shares of its common stock worth $40.5 million, based upon a valuation of shares of its common stock as of December 31, 2003 of $18.40, to the stockholders of FIDAC. The Merger Agreement includes an earn out feature, under which Annaly will pay up to an additional $49.5 million, which will be payable in shares of its common stock, to the stockholders of FIDAC if FIDAC meets certain revenue and pre-tax profit margin targets over the next three years as described in the merger agreement.

The shares issued to the stockholders of FIDAC upon consummation of the merger will be subject to restrictions on resale for three years after completion of the merger, subject to certain exceptions. The shares issued to the stockholders of FIDAC under the earn out feature will be subject to restrictions on resale for either two years or one year after the applicable earn out period, subject to certain exceptions.

As previously reported, a requirement for approval of the Merger Agreement was a favorable vote by a majority of Annaly's shares of common stock voting at the annual meeting as long as the total vote cast at the stockholder meeting represented a majority of the shares outstanding. More than 96% of the shares that voted on the acquisition of FIDAC voted in favor of approving the Merger Agreement.

"We have a vision of Annaly as an asset management company that is organized to maximize tax efficiency and generate substantial dividends for shareholders," said Mr. Farrell. "We are now at the point where we are able to take a step toward fulfilling our vision by acquiring FIDAC. For Annaly shareholders, the purchase of FIDAC adds a growing, fee-based asset management business to diversify the Company's earnings stream. While the transaction is a relatively small one, it is expected to be accretive to Annaly's earnings and introduce a platform from which to continue to add assets under management."

The Company is a Maryland corporation which owns and manages a portfolio of investment securities. The Company's principal business objective is to generate net income for distribution to stockholders from the spread between the interest income on its investment securities and the cost of borrowing to finance their acquisition.

This news release and our public documents to which we refer contain or incorporate by reference certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements which are based on various assumptions (some of which are beyond our control) may be identified by reference to a future period or periods or by the use of forward-looking terminology, such as "may," "will," "believe," "expect," "anticipate," "continue," or similar terms or variations on those terms or the negative of those terms. Actual results could differ materially from those set forth in forward-looking statements due to a variety of factors, including, but not limited to, changes in interest rates, changes in yield curve, changes in prepayment rates, the availability of mortgage-backed securities for purchase, the availability of financing and, if available, the terms of any financing, FIDAC's clients removal of assets FIDAC manages, FIDAC's regulatory requirements, and competition in the investment management business. For a discussion of the risks and uncertainties which could cause actual results to differ from those contained in the forward-looking statements, see "Risk factors" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2003. We do not undertake, and specifically disclaim any obligation, to publicly release the result of any revisions which may be made to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements.