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8-K - HIGHBURY FINANCIAL INC | v169511_8k.htm |
EX-10.1 - HIGHBURY FINANCIAL INC | v169511_ex10-1.htm |
Highbury
Financial Inc. Announces End of Proxy Contest; Peerless to Vote in Favor of
Merger with AMG
DENVER, CO, December 21, 2009
- Highbury Financial Inc. (“Highbury”) (OTCBB: HBRF, HBRFW, HBRFU) announced
today that it has entered into an agreement with Peerless Systems Corporation
and Timothy E. Brog which will end Peerless’ proxy contest to elect Timothy Brog
to Highbury’s board of directors at the 2009 annual meeting of Highbury
stockholders and will end Peerless’ support of two non-binding stockholder
resolutions. Peerless owns 3,070,355 shares of Highbury common stock,
representing 20.4% of the outstanding shares.
Under the
agreement, Peerless and Mr. Brog will cease all of their proxy solicitation
efforts with respect to the 2009 annual meeting of Highbury stockholders,
will not vote any proxies obtained by them at the 2009 annual meeting
of Highbury stockholders, will 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, will 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, will waive their
appraisal and dissenters’ rights with respect to the Merger and will not take
any action in opposition to the recommendations or proposals of the board of
directors of Highbury 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 among Highbury, Peerless and Mr. Brog 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.
Richard
S. Foote, President and Chief Executive Officer of Highbury, stated, “We are
pleased to have reached an agreement with Peerless Systems Corporation and Mr.
Brog to obtain their support for the recommendations of Highbury’s board of
directors for the proposals to be voted on at our 2009 annual meeting and at a
special meeting of stockholders to be held in 2010 with respect to our merger
with AMG. We look forward to working diligently toward the timely
consummation of the business combination.”
Despite
the agreement ending the proxy contest, the board of directors of Highbury urges
stockholders to show their support for the election of Messrs. Ammidon and Weil
at the 2009 annual meeting by returning the WHITE proxy
card.
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, 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 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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