Attached files
| file | filename |
|---|---|
| EX-10.1 - HIGHBURY FINANCIAL INC | v169511_ex10-1.htm |
| EX-99.1 - HIGHBURY FINANCIAL INC | v169511_ex99-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
Of Report (Date Of Earliest Event Reported): December 18, 2009
Highbury
Financial Inc.
(Exact
name of Registrant as Specified in its Charter)
Commission
File Number: 000-51682
|
Delaware
|
20-3187008
|
|
|
(State
of Other Jurisdiction Of
|
(I.R.S.
Employer
|
|
|
Incorporation
or Organization)
|
Identification
No.)
|
999
Eighteenth Street, Suite 3000
Denver,
CO 80202
(Address
of Principal Executive Offices, Including Zip Code)
(303)
357-4802
(Registrant’s
Telephone Number, Including Area Code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
|
x
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
x
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Item
1.01 Entry Into a Material Definitive Agreement
On
December 18, 2009, Highbury Financial Inc. (“Highbury”) entered into an
agreement (the “Agreement”) with Peerless Systems Corporation (“Peerless”) and
Timothy E. Brog pursuant to which Peerless will end (i) its proxy contest to
elect Mr. Brog to Highbury’s board of directors at the 2009 annual meeting of
Highbury stockholders and (ii) its support of two non-binding stockholder
resolutions. Peerless filed a definitive proxy statement relating to
these matters with the Securities and Exchange Commission (the “SEC”) on
November 25, 2009. Peerless owns 3,070,355 shares of Highbury common
stock, representing 20.4% of the outstanding shares of Highbury.
Under the
Agreement, Peerless and Mr. Brog will (i) cease all of their proxy solicitation
efforts with respect to the 2009 annual meeting of Highbury stockholders, (ii)
not vote any proxies obtained by them at the 2009 annual meeting of Highbury
stockholders, (iii) vote all of their shares of Highbury common stock in favor
of the election of Hoyt Ammidon Jr. and John Weil as directors of Highbury for a
term expiring at the 2012 annual meeting of Highbury stockholders, (iv) vote all
of their shares in accordance with the recommendations of the Highbury board of
directors with respect to the proposed merger (the “Merger”) of Highbury into a
wholly-owned subsidiary of Affiliated Managers Group, Inc. (“AMG”) on the terms
currently proposed, (v) waive their appraisal and dissenters’ rights with
respect to the Merger and (vi) not take any action in opposition to the
recommendations or proposals of the board of directors of Highbury or to effect
a change of control of Highbury.
The
Agreement further provides that if the Merger is not completed on or before July
16, 2010, or the merger agreement between Highbury and AMG with respect to the
Merger (the “Merger Agreement”) is terminated, then the board of directors of
Highbury will take all necessary action to appoint Mr. Brog to serve on the
Highbury board of directors for a term expiring at the 2012 annual meeting of
stockholders. Highbury also has agreed to reimburse Peerless for
$200,000 of its expenses incurred in the proxy contest with respect to the 2009
annual meeting of stockholders. The parties also have agreed to
customary mutual releases, covenants not to sue and non-disparagement
provisions.
The
Agreement will terminate upon the earliest of (i) the mutual agreement of the
parties, (ii) consummation of the Merger, (iii) August 13, 2010 or (iv) the
termination of the Merger Agreement. The mutual releases and
covenants not to sue will survive such termination.
The
foregoing description of the Agreement is qualified in its entirety by the
Agreement which is attached as Exhibit 10.1 to this report and incorporated
herein by reference.
Item
8.01 Other Events
Highbury
issued a press release on December 21, 2009, a copy of which is attached as
Exhibit 99.1 to this report and incorporated herein by reference, in which it
announced the execution of the Agreement.
Item
9.01 Financial Statements and Exhibits
|
Exhibit
No.
|
Description
|
|
Exhibit
10.1
|
Agreement,
dated as of December 18, 2009, among Highbury Financial Inc., Peerless
Systems Corporation and Timothy E. Brog.
|
|
Exhibit
99.1
|
Press
Release of Highbury Financial Inc., dated December 21,
2009.
|
Where
to Find Additional Information
Highbury
and AMG intend to file with 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, and 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), 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 concerning 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.
Signature(s)
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this Report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
HIGHBURY
FINANCIAL INC.
|
||
|
By:
|
/s/
R. Bradley Forth
|
|
|
R.
Bradley Forth
|
||
|
Executive
Vice President and Chief Financial
Officer
|
||
Date:
December 21, 2009
EXHIBIT
INDEX
|
Exhibit
No.
|
Description
|
|
Exhibit
10.1
|
Agreement,
dated as of December 18, 2009, among Highbury Financial Inc., Peerless
Systems Corporation and Timothy E. Brog.
|
|
Exhibit
99.1
|
Press
Release of Highbury Financial Inc., dated December 21,
2009.
|