NFP Announces Stockholders' Approval Of Merger Agreement
NEW YORK, June 20, 2013 /PRNewswire/ -- National Financial Partners Corp. (NYSE: NFP) announced today that, at a special meeting of stockholders of NFP held on June 19, 2013, NFP's stockholders voted in favor of the proposal to adopt the previously announced Agreement and Plan of Merger, dated as of April 14, 2013 (the "Merger Agreement"), among Patriot Intermediate Holdings B Corp. (formerly known as Patriot Parent Corp.) ("Parent"), Patriot Merger Corp., a direct wholly owned subsidiary of Parent ("Merger Sub"), and NFP, pursuant to which Merger Sub will be merged with and into NFP, with NFP surviving the merger as a wholly-owned subsidiary of Parent (the "Merger"). Parent and Merger Sub are beneficially owned by affiliates of Madison Dearborn Partners, LLC.
Approximately 79.29% of NFP's total outstanding common stock voted in person or by proxy at yesterday's special meeting. Of these shares voted in person or by proxy at the special meeting, approximately 97.93% were voted in favor of the proposal to adopt the Merger Agreement, thereby approving the Merger.
NFP also announced today that its broker-dealer subsidiaries have received approval from the Financial Industry Regulatory Authority (FINRA) for the indirect change of ownership and control that will result from the consummation of the Merger.
The Merger remains subject to customary closing conditions that are required to be satisfied as of the closing date and is expected to close on July 1, 2013. Following consummation of the Merger, NFP will become a privately-held company and its common stock will be delisted from the New York Stock Exchange.About NFP National Financial Partners Corp. (NYSE: NFP), and its benefits, insurance and wealth management businesses provide diversified advisory and brokerage services to companies and high net worth individuals, partnering with them to preserve their assets and prosper over the long term. NFP advisors provide innovative and comprehensive solutions, backed by NFP's national scale and resources. NFP operates in three business segments. The Corporate Client Group provides corporate and executive benefits, retirement plans and property and casualty insurance. The Individual Client Group includes retail and wholesale life insurance brokerage and wealth management advisory services. The Advisor Services Group serves independent financial advisors by offering broker/dealer and asset management products and services. Most recently NFP was ranked eighth on Business Insurance's 100 Largest Brokers of U.S. Business; second on Business Insurance's Largest Agents and Brokers Headquartered in the U.S. Northeast; and as the ninth Top Global Insurance Broker by Best's Review; it operates the third largest executive benefits provider of nonqualified deferred compensation plans by total clients as ranked by PlanSponsor; operates a top 10 independent broker/dealer as ranked by Investment Advisor; and has three advisors ranked in Barron's Top 100 Independent Financial Advisors. NFP is also a leading independent life insurance distributor according to many top-tier carriers. For more information, visit www.nfp.com. About Madison Dearborn Partners Madison Dearborn Partners, based in Chicago, is one of the most experienced private equity investment firms in the United States. Since Madison Dearborn's formation in 1992, the firm has raised six funds with aggregate capital of over $18 billion and has completed approximately 125 investments. Madison Dearborn invests in businesses across a broad spectrum of industries, including financial and transaction services; basic industries; business and government services; consumer; health care; and telecom, media and technology services. Its noteworthy investments include CapitalSource, Nuveen Investments, PayPal, TransUnion, and EVO Payments. For more information, please visit www.mdcp.com. Forward-Looking Statements This press release contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, any statement that may project, indicate or imply future results, events, performance or achievements, and may contain the words "anticipate," "expect," "intend," "plan," "believe," "estimate," "may," "project," "will," "continue" and similar expressions of a future or forward-looking nature. Forward-looking statements may include discussions concerning revenue, expenses, earnings, cash flow, impairments, losses, dividends, capital structure, market and industry conditions, premium and commission rates, interest rates, contingencies, the direction or outcome of regulatory investigations and litigation, income taxes and the Company's operations or strategy. These forward-looking statements are based on management's current views with respect to future results. Forward-looking statements are based on beliefs and assumptions made by management using currently available information, such as market and industry materials, experts' reports and opinions, and current financial trends. These statements are only predictions and are not guarantees of future performance. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated by a forward-looking statement. These risks and uncertainties include, without limitation: (1) the merger may not be consummated in a timely manner, if at all; (2) the merger agreement may be terminated in circumstances that require the Company to pay a termination fee or reimburse certain expenses; (3) the diversion of management's attention from the Company's ongoing business operations; (4) the ability of the Company to retain and hire key personnel; (5) the failure of Madison Dearborn Partners to obtain the necessary financing to complete the merger; (6) litigation relating to the merger; (7) the effect of the announcement of the merger on the Company's business relationships, operating results and business generally; (8) competitive responses to the proposed merger; and (9) the failure of the requisite conditions precedent to the merger to be satisfied. Additional factors are set forth in NFP's filings with the Securities and Exchange Commission (the "SEC"), including its Annual Report on Form 10-K for the year ended December 31, 2012, filed with the SEC on February 15, 2013 and its Quarterly Report on Form 10-Q for the period ended March 31, 2013, filed with the SEC on May 3, 2013. Forward-looking statements speak only as of the date on which they are made. The Company expressly disclaims any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. SOURCE National Financial Partners Corp.
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