Rodman & Renshaw Capital Group, Inc. (NASDAQ: RODM) “Rodman” and Hudson Holding Corporation (OTCBB: HDHL) “Hudson” today announced that they have entered into a definitive merger agreement pursuant to which Rodman will acquire Hudson. An investor and analyst conference call has been scheduled for today, January 5, 2011 at 11 am (Eastern Standard Time) to discuss this development.
The terms of the merger agreement, approved by the boards of both companies, provides for each Hudson share to be exchanged for 0.0338 shares of Rodman common stock. The deal is valued at approximately $7 million, based upon a $2.69 valuation per share of Rodman’s stock. The exchange ratio and aggregate merger consideration are subject to adjustment, up or down, based upon the net liquid assets of Hudson at the effective time of the merger. The transaction, which is expected to close in the second quarter of 2011, is subject to Hudson stockholder approval, FINRA approval and other customary closing conditions.
Based upon each company’s most recent trailing twelve month results for the period ended September 30, 2010, the combined entity would have estimated sales and trading and investment banking revenue of approximately $130 million. Hudson generated approximately $34 million of sales, trading and commission revenue and approximately $2 million of investment banking revenue during the twelve month period ended September 30, 2010 and Rodman generated approximately $90 million of investment banking revenue and approximately $4 million of commission (sales and trading) revenue for the twelve months ended September 30, 2010.
For the twelve months ended December 31, 2010, Rodman announced that it generated approximately $87 million of investment banking revenue and approximately $4 million of commission revenue, including approximately $22 million of investment banking revenue and approximately $1 million of commission revenue in the fourth quarter of 2010.