HOUSTON, May 30, 2012 /PRNewswire/ -- The Edelman
Financial Group Inc. (NASDAQ: EF) ("TEFG" or the "Company") today
announced that the "go shop" period set forth in the previously
announced merger agreement, entered into on April 16, 2012, by and among TEFG, Summer
Holdings II, Inc. ("Parent"), and Summer Merger Sub, Inc., a wholly
owned subsidiary of Parent ("Merger Sub") has expired. Parent
and Merger Sub were formed by affiliates of Lee Equity Partners,
LLC, a New York based private
equity firm ("Lee Equity Partners"). The Merger Agreement was
negotiated on behalf of the Company by a special committee of the
Board of Directors of the Company composed entirely of independent
directors (the "Special Committee"), with the assistance of
independent financial and legal advisors.
Under the merger agreement, the Special Committee, on behalf of
TEFG, and its representatives had the right to solicit alternative
acquisition proposals from third parties during a "go shop" period
that expired at 11:59 p.m. (EDT) on
May 26, 2012. During the "go shop"
period, Stephens Inc., the Special Committee's financial advisor,
contacted potential acquirers that it and the Special Committee
believed might have an interest in an alternative transaction to
the merger with Parent. The Special Committee did not receive any
alternative acquisition proposals from third parties during the "go
shop" period.
The parties currently expect to complete the merger during the
third quarter of 2012, subject to customary closing conditions,
including receipt of shareholder approval. Following completion of
the transaction, TEFG will become a privately held company owned
primarily by Lee Equity Partners and its stock will no longer trade
on the Nasdaq Stock Market.
About The Edelman Financial Group
The Edelman Financial Group is a wealth management company that
manages approximately $17.7 billion
in client assets. Client assets include the gross value of assets
under management directly or via outside managers and assets held
in brokerage accounts for clients by outside clearing firms. TEFG
has approximately 500 employees in 21 states. Additional
information is available at www.edelmanfinancial.com.
About Lee Equity Partners
Lee Equity Partners is a middle-market private equity investment
firm managing more than $1 billion of
capital. Lee Equity was founded by Thomas
H. Lee and focuses on control buyouts and growth capital
financings, typically investing $30 million
to $150 million per transaction in companies with enterprise
values of $100 million to $500
million. The firm seeks to partner with top-tier management
teams to build companies with differentiated market position and
high growth potential. Target sectors include business services,
consumer/retail, distribution/logistics, financial services,
healthcare services, and media.
Cautionary Statement Regarding Forward Looking
Information
This press release contains forward looking statements which may
be identified by words such as "may," "could," "should," "would,"
"estimate," "expect," and similar expressions or statements of
current expectation, assumption or opinion. These are "forward
looking" statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, and as defined in the
U.S. Private Securities Litigation Reform Act of 1995. There are a
number of risks and uncertainties that could cause actual results
to differ materially from these forward looking statements,
including the following: (1) TEFG may be unable to obtain the
shareholder approval required for the transaction;
(2) conditions to the closing of the transaction may not be
satisfied or waived; (3) the transaction may involve
unexpected costs, liabilities or delays; (4) the business of
TEFG may suffer as a result of uncertainty surrounding the
transaction; (5) TEFG may be adversely affected by other
economic, business, and/or competitive factors;
(6) legislative developments; (7) changes in tax and
other laws; (8) the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger
agreement, (9) the failure to receive the necessary debt
financing set forth in the commitment letters received in
connection with 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
TEFG are set forth in its filings with the Securities and Exchange
Commission, including its recent filings on Forms 10-K, 10-K/A,
10-Q, and 8-K, including, but not limited to, those described in
TEFG's Form 10-K for the fiscal year ended December 31, 2011
and TEFG's Form 10-Q for the fiscal quarter ended March 31, 2012. These forward looking statements
reflect TEFG's expectations as of the date of this press release.
TEFG does not undertake any obligation to update any forward
looking statement, except as required under applicable law.
Additional Information and Where to Find It
This press release may be deemed to be solicitation material in
respect of the proposed acquisition of TEFG by Lee Equity. TEFG
filed a preliminary proxy statement on Schedule 14A with the SEC on
April 16, 2012. When completed, a
definitive proxy statement and a form of proxy will be mailed to
the shareholders of TEFG. TEFG and Parent also intend to file other
relevant materials with the SEC. INVESTORS AND SECURITY HOLDERS OF
THE EDELMAN FINANCIAL GROUP ARE ADVISED TO READ THE PRELIMINARY
PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC
WHEN THEY BECOME AVAILABLE, INCLUDING TEFG'S DEFINITIVE PROXY
STATEMENT, BECAUSE THOSE DOCUMENTS WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED ACQUISITION. The definitive proxy
statement will be mailed to shareholders of The Edelman Financial
Group seeking their approval of the proposed transaction. This
communication is not a solicitation of a proxy from any security
holder of TEFG.
Investors and security holders may obtain a free copy of the
definitive proxy statement when it becomes available, and other
documents filed by The Edelman Financial Group with the SEC, at the
SEC's website at http://www.sec.gov. Free copies of the proxy
statement, when it becomes available, and TEFG's other filings with
the SEC may also be obtained from TEFG by directing a request to
TEFG, Attention: Corporate Secretary, Susan
Bailey, or by calling (713) 220-5115. Such documents are not
currently available. You may also read and copy any reports,
statements and other information filed with the SEC at the SEC
public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at
(800) SEC-0330 or visit the SEC's website for further information
on its public reference room.
TEFG and its directors, executive officers, and other members of
its management and employees may be deemed to be soliciting proxies
from TEFG's shareholders in favor of the proposed acquisition.
Information regarding TEFG's directors and executive officers is
available in its Annual Report on Form 10-K/A for the year ended
December 31, 2011, filed with the SEC
on April 30, 2012. Additional
information regarding the interests of TEFG and its directors and
executive officers in the proposed acquisition, which may be
different than those of TEFG's shareholders generally, is included
in the preliminary proxy statement filed with the SEC and will be
included in the definitive proxy statement and other relevant
documents filed with the SEC when they become available.
SOURCE The Edelman Financial Group Inc.