Attached files
file | filename |
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8-K - CURRENT REPORT - HIGHBURY FINANCIAL INC | v168844_8-k.htm |
EX-10.3 - SEVERANCE AGREEMENT - R. BRADLEY FORTH - HIGHBURY FINANCIAL INC | v168844_ex10-3.htm |
EX-10.2 - SEVERANCE AGREEMENT - RICHARD S. FOOTE - HIGHBURY FINANCIAL INC | v168844_ex10-2.htm |
EX-10.1 - AGREEMENT OF PLAN OF MERGER - HIGHBURY FINANCIAL INC | v168844_ex10-1.htm |
EX-10.5 - TERMINATION AGREEMENT - ASTON ASSET MANAGEMENT LLC. - HIGHBURY FINANCIAL INC | v168844_ex10-5.htm |
EX-10.6 - AMENDMENT NUMBER ONE TO RIGHTS AGREEMENT - HIGHBURY FINANCIAL INC | v168844_ex10-6.htm |
EX-10.4 - TERMINATION AGREEMENT - BERKSHIRE CAPITAL SECURITIES LLC - HIGHBURY FINANCIAL INC | v168844_ex10-4.htm |
EXHIBIT
99.1
Highbury
Financial Inc. Announces Definitive Merger Agreement with Affiliated Managers
Group, Inc.
DENVER, CO, December 14, 2009
- Highbury Financial Inc. (“Highbury”) (OTCBB: HBRF, HBRFW,HBRFU) and Affiliated
Managers Group, Inc. (“AMG”) (NYSE: AMG) have entered into a definitive merger
agreement whereby AMG will acquire Highbury. Under the terms of the
agreement, AMG would issue an aggregate of up to 1,748,879 shares of AMG common
stock in exchange for all of the outstanding equity of Highbury. In addition,
shortly before the closing, which is expected to occur in the second quarter of
2010, Highbury expects to pay a special cash dividend to its common and
preferred stockholders in an aggregate amount equal to its working capital in
excess of $5 million. Assuming an April 30, 2010 closing, this
special dividend is estimated to be in the range of $0.34 to $1.09 per Highbury
share (calculated including the shares of Highbury’s Series B Convertible
Preferred Stock on an as converted basis) depending on the number of outstanding
warrants of Highbury exercised prior to closing. Based on an AMG
stock price of $66.90 (which was determined using the average closing sales
price of AMG shares over the 25 trading days ending December 11, 2009) the
transaction values the Highbury common stock at $6.10 to $6.33 per share
depending on the number of outstanding warrants of Highbury exercised prior to
closing, although the actual value will depend on the AMG stock price at the
time of the closing.
Pursuant
to the agreement, the number of AMG shares to be issued in the merger may be
reduced if the aggregate revenue run rate for Aston Asset Management LLC,
Highbury’s wholly-owned principal operating subsidiary, at the end of the month
prior to closing is less than 90% of the aggregate revenue run rate calculated
as of November 30, 2009, excluding the impact of market movement between those
dates.
Richard
S. Foote, Highbury’s President and Chief Executive Officer, stated, “We
evaluated a number of strategic alternatives to maximize the value of Highbury
for our stockholders, and we believe the transaction with AMG best provides
Highbury stockholders with current value and the ability to continue to
participate in the asset management industry through the ownership of AMG
stock.”
The
transaction has been approved by the boards of directors of Highbury and AMG,
following, in the case of Highbury, the recommendation of the independent
special committee of its board of directors, and is subject to the approval of
both Highbury stockholders and Aston mutual fund shareholders, as well as other
customary closing conditions and regulatory approvals. Stockholders
holding approximately 30% of Highbury’s outstanding common stock, assuming
conversion of outstanding shares of Highbury’s Series B Convertible Preferred
Stock, have entered into voting agreements with AMG to vote in favor of the
merger. The transaction is intended to be tax-free with respect to
the AMG common stock to be received in the transaction by Highbury
stockholders.
Where to
Find Additional Information
Highbury
and AMG intend to file with the Securities and Exchange Commission (the “SEC”) a
joint registration statement and proxy statement, which will contain a
prospectus relating to the securities AMG intends to issue in the proposed
merger and a preliminary proxy statement in connection with the proposed merger,
and Highbury intends to mail a definitive proxy statement and other relevant
documents to Highbury stockholders. Stockholders of Highbury and other
interested persons are advised to read, when available, Highbury’s preliminary
proxy statement, and amendments thereto, and definitive proxy statement in
connection with Highbury’s solicitation of proxies for the special meeting to be
held to approve the merger because these proxy statements will contain important
information about AMG, Highbury and the proposed merger. The definitive
proxy statement will be mailed to stockholders as of a record date to be
established for voting on the merger. Stockholders will also be able to obtain a
copy of the preliminary and definitive proxy statements, without charge, once
available, at the SEC's Internet site at http://www.sec.gov or
by directing a request to: Highbury Financial Inc., 999 Eighteenth Street, Suite
3000, Denver, CO 80202, Attention: Corporate Secretary, Tel: (303)
357-4802.
Highbury
and its directors and executive officers may, under SEC rules, be deemed to be
participants in the solicitation of proxies from Highbury’s stockholders in
connection with the special meeting to be held to approve the merger. Additional
information concerning Highbury’s directors and executives officers, including
information regarding Highbury’s directors’ and officers’ beneficial ownership
of Highbury common stock and preferred stock, will be included in the
preliminary and definitive proxy statements filed with the SEC when the
preliminary and definitive proxy statements become available.
2009
Annual Meeting
Additional
information relating to Highbury’s director nominees and its 2009 annual meeting
is included in the Definitive Proxy Statement filed with the SEC on November 24,
2009. The Definitive Proxy Statement and any other documents filed by
Highbury with the SEC may be obtained free of charge at the SEC’s web site at
http://www.sec.gov. In
addition, investors and security holders may obtain free copies of the documents
filed with the Commission by Highbury on the “Investor Information” pages of
Highbury’s website at http://www.highburyfinancial.com, or by
contacting Richard S. Foote at (212) 688-2341. Investors and security holders
should read the proxy statement and the other relevant materials when they
become available before making any voting or other decision with respect to the
2009 annual meeting. Highbury and its directors and executive
officers may, under SEC rules, be deemed to be participants in the solicitation
of proxies from Highbury’s stockholders in connection with the 2009 annual
meeting of stockholders. Additional information concerning Highbury’s directors
and executives officers is included in the Definitive Proxy Statement filed with
the SEC.
Cautionary
Statements Regarding Forward-Looking Statements
Certain
statements in this communication regarding the proposed merger between AMG and
Highbury, other statements relating to future results, strategy and plans of AMG
and Highbury (including certain projections and business trends, and statements
which may be identified by the use of the words "may", "intend", "expect" and
like words) and statements relating to the amount of the special dividend
constitute "forward-looking statements" as defined in the Private Securities
Litigation Reform Act of 1995. Actual results may differ materially from those
projected as a result of certain risks and uncertainties. For AMG, these risks
and uncertainties include, but are not limited to changes in the securities or
financial markets or in general economic conditions, the availability of equity
and debt financing, competition for acquisitions of interests in investment
management firms, the ability to close pending investments, the investment
performance of AMG’s affiliates and their ability to effectively market their
investment strategies and other risks detailed from time to time in AMG’s
filings with the SEC. For Highbury, factors include, but are not limited to: the
successful combination of Highbury with AMG’s business, the ability to retain
key personnel and the ability to achieve stockholder and regulatory approvals
and to successfully close the transaction. Additional information on other
factors that may cause actual results and Highbury’s performance to differ
materially is included in Highbury’s periodic reports filed with the SEC,
including but not limited to Highbury’s Form 10-K for the year ended December
31, 2008 and subsequent Forms 10-Q. Copies may be obtained by contacting
Highbury or at the SEC’s web site at http://www.sec.gov.
Highbury cautions readers not to place undue reliance upon any forward-looking
statements, which speak only as of the date made. These forward-looking
statements are made only as of the date hereof, and Highbury undertakes no
obligations to update or revise the forward-looking statements, whether as a
result of new information, future events or otherwise, except as required by
law.
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