November 5, 2012
TFG and its subsidiary, the Tetragon Financial Group Master Fund Limited (the "Master Fund") today announced the commencement of a tender offer (the "Offer") to purchase a portion of the outstanding non-voting shares of TFG for a maximum aggregate payment of
in cash. The Offer, which was initially announced by TFG on October 29, 2012, will be conducted as a "modified Dutch auction" with shareholders able to tender their TFG non-voting shares at prices ranging from
up to and including
per share (in increments of
). The Offer is expected to expire at
December 4, 2012
, unless terminated earlier. Deutsche Bank AG,
Branch ("Deutsche Bank") will act as dealer manager for the Offer and KAS BANK N.V. will act as tender agent for the Offer.
Eligible shareholders will be able to indicate how many TFG non-voting shares and at what price or prices within the specified range they wish to tender. Based on the number of shares tendered and the prices specified by the tendering shareholders, Deutsche Bank will determine the lowest price per share within the range that will enable the Master Fund to purchase
in value of TFG non-voting shares, or a lower amount if the Offer is not fully subscribed. All shares purchased by the Master Fund in the Offer will be purchased at the same price. The determined purchase price, as well as the proration factor (if applicable) is expected to be announced on or about
December 10, 2012
, and TFG expects the purchase of shares in the Offer would be settled promptly thereafter.
The Offer is not conditioned upon the receipt of any minimum number of shares being tendered.