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Investors Capital Holdings, Ltd. And RCS Capital Corporation Sign Definitive Merger Agreement

On October 27, 2013, Investors Capital Holdings, Ltd. (“ICH”) (NYSE MKT:ICH) executed a definitive merger agreement (the “Merger Agreement”) with RCS Capital Corporation (“RCAP”) (NYSE:RCAP), pursuant to which RCAP will acquire ICH and its subsidiaries, including Investors Capital Corporation, a four-time recipient of the Investment Adviser Magazine Broker-Dealer of the Year Award, for a total consideration of approximately $52.5 million comprised of cash and RCAP stock. This transaction will allow RCAP to further expand its footprint in the independent financial advisor segment of the financial services industry.

Through Investors Capital Corporation, ICH has over $8 billion in assets under administration across approximately 190,000 client accounts through more than 450 independent financial advisors located in over 300 branches in the United States. It is expected that following the merger, ICH will continue to operate autonomously under its current management structure as part of the RCAP family of companies under the “Investors Capital” brand.

The closing of the transaction is subject to customary closing conditions, including FINRA approval of the proposed change in control, as well as approval of the transaction by ICH stockholders. The transaction is expected to close in the first quarter of 2014.

Nicholas S. Schorsch, Chairman of RCAP, commented, “The signing of this definitive agreement moves us ever closer to our longstanding goal of expanding into the independent retail brokerage segment of the financial services industry. The combination of RCAP and ICH allows us to broaden our portfolio of financial companies to provide a fully integrated investment solution to the retail investor by delivering high-quality investment solutions through our growing network of independent financial advisors.”

“We are excited at the opportunities afforded to ICH by this partnership,” said Tim Murphy, CEO and President of ICH. “The combined capabilities of ICH and RCAP position us strategically to pursue our vision of becoming not the biggest but the best independent broker/dealer in the industry.”

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