Charles A. Davis, Chief Executive Officer of Stone Point Capital, added, “Noah and his colleagues have performed admirably throughout market cycles and have done a superb job executing their business plan to grow the Company. Today, Duff & Phelps is well-positioned in the marketplace, and we believe that demand for the Company’s independence, integrity and professionalism will only increase in the current environment.”The merger agreement provides for a “go-shop” period commencing immediately and ending on February 8, 2013, during which the Company, with the assistance of its financial and legal advisors, will actively solicit and potentially receive, evaluate and enter into negotiations with third parties that offer alternative transaction proposals. It is not anticipated that any developments will be disclosed with regard to this process, unless the Duff & Phelps board makes a decision with respect to a potential superior proposal. There is no guarantee that this process will result in a superior proposal. The merger agreement provides for a break-up fee of approximately $6.65 million if the Company terminates the agreement prior to March 8, 2013, in connection with a superior proposal that first arose during the go-shop period. All members of the senior management team have agreed to remain employed by, and invest in the equity of, the Company following the closing of the transaction. They have agreed to offer to participate on similar terms in any other acquisition proposal that may be made for the Company. The pro forma Board of Directors will comprise nine members – including two representatives each from the management team, The Carlyle Group and Stone Point Capital, in addition to three independent directors. No single member of the Consortium will own more than 35% of the pro forma Company. The transaction has been approved by the Board of Directors of Duff & Phelps, following the recommendation of a transaction committee consisting of independent directors. The Board of Directors of Duff & Phelps recommends that stockholders vote in favor of the transaction at the special meeting of stockholders that will be called to approve the transaction. Stockholders beneficially owning an aggregate of approximately 10% of the outstanding shares of the Company have already agreed to vote their shares in favor of the transaction; these commitments terminate if the merger agreement is terminated.
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
- 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