Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - Artio Global Investors Inc. | dp17739_8k.htm |
| EX-10.1 - EXHIBIT 10.1 - Artio Global Investors Inc. | dp17739_ex1001.htm |
Exhibit
99.1
News
Release
Artio
Global Investors Inc.
Artio
Global Investors Inc. Announces Principals’ Exchange of New Class A Units and
Related Synthetic Secondary Share Offering
New York – (BUSINESS WIRE)
– May 21, 2010 – Artio Global Investors Inc.
(NYSE: ART) (the “Company”) today announced that Richard Pell and Rudolph-Riad
Younes (collectively the “Principals”) have exercised their rights under the
Exchange Agreement to exchange New Class A Units of Artio Global Holdings
LLC (“Units”) for shares of Class A common stock of the Company (“Shares”)
on a one-for-one basis. In connection with the Exchange, and the expected
subsequent exchange, the Company has filed a Form S-1 in anticipation of a
synthetic secondary offering of approximately 3.7 million Shares (subject to
increase if the underwriters exercise their option to purchase additional
Shares). The proceeds of the offering will be used to purchase Units or to
repurchase Shares from the Principals in an amount sufficient to cover their
estimated tax liabilities (calculated at a deemed tax rate) arising on the
Exchange and the expected subsequent exchange.
Exchange
of Units
On May
18, 2010, the Principals exercised their rights pursuant to the Exchange
Agreement entered into in connection with the Company’s initial public offering
(“IPO”) and each exchanged 3.0 million Units for an equal number of restricted
Shares (the
“Exchange”). Pursuant to the terms of the Exchange Agreement an equal number of
the Principals’ shares of Class B common stock were cancelled. The Principals
have informed the Company that, in connection with the offering described below,
they each expect to exchange or sell to the Company all but 600,000 of the Units
each holds. Accordingly, we expect each Principal to exchange an aggregate of
5.35 million Units (including the 3.0 million each exchanged on May 18,
2010).
Offering
of Shares
Under the
terms of the Exchange Agreement, the Principals are subject to a five-year
lock-up on their ownership interests in the Company, under which each Principal
is permitted to sell up to 20% of his Shares on or after the first anniversary
of the pricing of the IPO, and an additional 20% per year on or after each of
the following four anniversaries. However, each Principal may sell Shares in
connection with any exchange up to an amount necessary to generate proceeds
(after deducting discounts and commissions) sufficient to cover related taxes
calculated at an assumed tax rate. All shares beyond those permitted to be sold
in respect of taxes remain subject to the five-year lock-up.
Consequently,
the Company expects to conduct a synthetic secondary public offering of
approximately 3.7 million Shares, the proceeds of which will be used to purchase
Units from the Principals to cover deemed taxes arising as a result of their
exchange on May 18, 2010 and their exchange contemplated in connection with the
offering. The precise number of Shares to be sold will depend upon the price
obtained in the offering and could change as a result of any changes to the tax
laws.
GAM
Holding Ltd. has informed the Company that it will not exercise its piggyback
registration rights in connection with the offering.
Principals’
Ownership Interest
Prior to
the Exchange and the anticipated offering the Principals each owned 7.8 million
Units, representing an ownership interest in the Company on a fully exchanged
basis of approximately 13.0%, or together approximately 26.0%. Following the
transactions described in this release, and assuming that the underwriters’
option to purchase additional shares is not exercised, we expect that each
Principal will own approximately 5.35 million Shares and 600,000 Units,
representing an ownership interest in the Company on a fully exchanged basis of
approximately 9.9%, or together approximately 19.8%.
Rule
134 Legend
A
registration statement relating to the securities to be sold in the Company’s
expected public offering has been filed with the Securities and Exchange
Commission but has not yet become effective. These securities may not be sold
nor may offers to buy be accepted prior to the time the registration statement
becomes effective. The information in this press release shall not constitute an
offer to sell or a solicitation of an offer to buy these securities, nor shall
there be any sale of these securities in any state or jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state. Copies of a
prospectus, when available, may be obtained from Goldman, Sachs & Co.,
Prospectus Department, 200 West Street, New York, NY 10282, telephone:
1-866-471-2526, facsimile: 212-902-9316 or by emailing
prospectus-ny@ny.email.gs.com.
About
Us
Artio
Global Investors Inc. is the indirect holding company of Artio Global Management
LLC (“Artio Global Management”), a registered investment adviser headquartered
in New York City that actively invests in global equity and fixed income
markets, primarily for institutional and intermediary clients.
Best
known for International Equities, Artio Global Management also offers a select
group of other investment strategies, including High Grade Fixed Income, High
Yield and Global Equity, as well as a series of US Equity strategies. Access to
these strategies is offered through a variety of investment vehicles, including
separate accounts, commingled funds and SEC-registered mutual
funds.
Since
1995, our investment professionals have built a successful long-term track
record by taking an unconventional approach to investing. Based on a philosophy
of style-agnostic investing across a broad range of opportunities, we have
consistently pursued a global approach that we believe provides critical
insights, thereby adding value for clients over the long-term.
| Investor Contact: | Media Contact: |
| Peter Sands | Neil Shapiro |
| Head of Investor Relations | Intermarket Communications |
| +1 212 297 3891 | +1 212 754 5423 |
| ir@artioglobal.com | nshapiro@intermarket.com |