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.