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Duff & Phelps Agrees To Be Acquired By Private Investor Consortium

Stocks in this article: DUF

The merger agreement provides that the Company can continue to pay dividends if declared by the Company in the normal course prior to closing of the merger.

Advisors

Duff & Phelps:

  • M&A: Centerview Partners
  • Legal: Kirkland & Ellis LLP

The Consortium:

  • M&A: Sandler O’Neill + Partners, L.P. (Lead Advisor), Credit Suisse, Barclays, RBC Capital Markets
  • Financing: Credit Suisse, Barclays, RBC Capital Markets
  • Legal: Wachtell, Lipton, Rosen & Katz

About Duff & Phelps

As a leading global financial advisory and investment banking firm, Duff & Phelps balances analytical skills, deep market insight and independence to help clients make sound decisions. The firm provides expertise in the areas of valuation, transactions, financial restructuring, alternative assets, disputes and taxation, with more than 1,000 employees serving clients from offices in North America, Europe and Asia. Investment banking services in the United States are provided by Duff & Phelps Securities, LLC; Pagemill Partners; and GCP Securities, LLC. Member FINRA/SIPC. M&A advisory services in the United Kingdom and Germany are provided by Duff & Phelps Securities Ltd. Duff & Phelps Securities Ltd. is authorized and regulated by the Financial Services Authority. For more information, visit www.duffandphelps.com. (NYSE: DUF)

Important Additional Information and Where to Find It

In connection with the proposed transaction, Duff & Phelps intends to file a proxy statement with the Securities and Exchange Commission (the "SEC") and mail it to its stockholders. Stockholders of Duff & Phelps are urged to read the proxy statement and the other relevant material when they become available because they will contain important information about Duff & Phelps, the Consortium, the proposed transaction and related matters. STOCKHOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT AND THE OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED MERGER. The proxy statement and other relevant materials (when available), and any and all documents filed by Duff & Phelps with the SEC, may also be obtained for free at the SEC's website at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by Duff & Phelps by directing a written request to Duff & Phelps, Attention Corporate Secretary, 55 East 52 Street, Floor 31, New York, NY 10055.

This announcement is neither a solicitation of proxy, an offer to purchase nor a solicitation of an offer to sell shares of Duff & Phelps. Duff & Phelps, its executive officers and directors may be deemed to be participants in the solicitation of proxies from the security holders of Duff & Phelps in connection with the proposed merger. Information about those executive officers and directors of Duff & Phelps and their ownership of Duff & Phelps common stock is set forth in the Duff & Phelps proxy statement for its 2012 Annual Meeting of Stockholders, which was filed with the SEC on March 5, 2012, and its Annual Report on Form 10-K for the year ended December 31, 2011, which was filed with the SEC on February 21, 2012. These documents may be obtained for free at the SEC’s website at www.sec.gov, and from Duff & Phelps by contacting Duff & Phelps, Attention Corporate Secretary, 55 East 52 Street, Floor 31, New York, NY 10055. Additional information regarding the interests of participants in the solicitation of proxies in connection with the transaction will be included in the proxy statement that Duff & Phelps intends to file with the SEC.

Forward-Looking Statements

This release may include predictions, estimates and other information that might be considered forward-looking statements, including, without limitation, statements relating to the completion of this transaction. These statements are based on current expectations and assumptions that are subject to risks and uncertainties. Actual results could differ materially from those anticipated as a result of various factors, including: (1) Duff & Phelps may be unable to obtain stockholder approval as required for the transaction; (2) conditions to the closing of the transaction may not be satisfied; (3) the transaction may involve unexpected costs, liabilities or delays; (4) the business of Duff & Phelps may suffer as a result of uncertainty surrounding the transaction; (5) the outcome of any legal proceedings related to the transaction; (6) Duff & Phelps may be adversely affected by other economic, business, and/or competitive factors; (7) the occurrence of any event, change or other circumstances that could give rise to the termination of the transaction agreement; (8) the ability to recognize benefits of the transaction; (9) risks that the transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the transaction; and (10) other risks to consummation of the transaction, including the risk that the transaction will not be consummated within the expected time period or at all. Additional factors that may affect the future results of Duff & Phelps are set forth in its filings with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2011, which is available on the SEC’s website at www.sec.gov. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date thereof. Except as required by applicable law, Duff & Phelps undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date thereof.



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