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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
(1) | Title of each class of securities to which transaction applies: |
(2) | Aggregate number of securities to which transaction applies: |
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange ActRule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
(4) | Proposed maximum aggregate value of transaction: $1,440,445,651 |
(5) | Total fee paid: |
þ | Check box if any part of the fee is offset as provided by Exchange ActRule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
(1) | Amount Previously Paid: |
(2) | Form, Schedule or Registration Statement No.: |
(3) | Filing Party: |
(4) | Date Filed: |
* | Includes 58,904,993 shares of Common Stock that are issuable upon conversion of 58,904,993 shares of Ordinary Class B Shares, par value $0.0001 per share, of FA Sub 2 Limited that are held by the Selling Stockholders, and awards under GLG Partners, Inc.’s stock plans which represent a right to receive 12,929,481 shares of Common Stock upon satisfaction of vesting conditions, which shall be assumed by Man Group plc in the transaction and shall be settleable in shares of Man Group plc following the transaction upon satisfaction of such vesting conditions. |
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DATED AUGUST 10, 2010
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399 Park Avenue, 38th Floor
New York, New York 10022
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• | On May 17, 2010, we agreed to be acquired by Man Group plc subject to, among other things, the approval of the respective stockholders of Man and GLG as described in this proxy statement. The proposed acquisition is contemplated to be made through two concurrent transactions: |
• | a cash merger under an agreement and plan of merger dated as of May 17, 2010 among Man, Escalator Sub 1 Inc. and GLG; and | |
• | a share exchange (which will occur immediately prior to the merger) under a share exchange agreement dated as of May 17, 2010 among Man and the following: |
• | Noam Gottesman, Pierre Lagrange and Emmanuel Roman, whom we refer to collectively as the “Individual Principals”; | |
• | the Gottesman GLG Trust, the Roman GLG Trust and its wholly owned subsidiary Jackson Holdings Services Inc., and the Lagrange GLG Trust and its wholly owned subsidiary Point Pleasant Ventures Ltd., which together with the Individual Principals and TOMS International Ltd. (“TOMS”), a wholly owned subsidiary of the Gottesman GLG Trust, we refer to collectively as the “Principals”; | |
• | Sage Summit LP and Lavender Heights Capital LP, which are limited partnerships that held shares of GLG common stock for the benefit of non-Principal members of GLG’s senior management and key investment personnel based principally in the UK who are participants in GLG’s equity participation plan who were allocated interests in a percentage of the cash and shares of GLG common stock paid as consideration in the reverse acquisition by Freedom Acquisition Holdings, Inc. of GLG Partners LP and certain affiliated entities in November 2007; and | |
• | the permitted transferees of Sage Summit LP and Lavender Heights Capital LP described in the next sentence, which together with the Principals (other than TOMS), we refer to as the “Selling Stockholders”. On June 21, 2010, Sage Summit LP and Lavender Heights Capital LP transferred all of their shares of GLG common stock to Blue Hill Trust and Green Hill Trust, respectively, and these permitted transferees became parties to the share exchange agreement and the voting and support agreement. |
• | The parties to the merger agreement are the following: |
• | GLG Partners, Inc., a Delaware corporation, is a global asset management company offering its clients a wide range of performance-oriented investment products and managed account services. GLG’s primary business is to provide investment management advisory services for various investment funds and companies. Net assets under management as of June 30, 2010 were approximately $23.0 billion. GLG has an investment management team and supporting staff of over 400 people. GLG’s common stock is traded on the New York Stock Exchange under the symbol “GLG”. |
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• | Man Group plc is a public limited company incorporated under the laws of England and Wales. Man is a leading alternative investment management business delivering a comprehensive range of innovative guaranteed and open-ended products and tailor-made solutions to private and institutional investors globally. Man’s investment products are designed to offer performance across market cycles and are developed and structured internally and through partnerships with other financial institutions. Man has a global distribution network and an investment management track record dating back more than 20 years. Funds under management as of June 30, 2010 were $38.5 billion. Man employs approximately 1,500 permanent employees worldwide, with key centers in London and Pfaeffikon, Switzerland. Man’s ordinary shares are listed on the Official List of the Financial Services Authority and traded on the London Stock Exchange (LSE: EMG) and Man is a member of the FTSE 100 Index. | |
• | Escalator Sub 1 Inc., which we refer to as “Merger Sub”, is a Delaware corporation and wholly owned subsidiary of Man Principal Strategies Holdings LLC, which we refer to as “Holdco”. Holdco is a Delaware limited liability company and wholly owned subsidiary of Man. Holdco was formed solely for the purpose of owning Merger Sub. Merger Sub was formed solely for the purpose of entering into the merger agreement described below and consummating the transactions contemplated by the merger agreement. |
• | You are being asked to vote to adopt the agreement and plan of merger dated as of May 17, 2010 among GLG, Man and Merger Sub, which we refer to as the “Merger Proposal”. | |
• | Pursuant to the merger agreement, Merger Sub will merge with and into GLG. | |
• | GLG will be the surviving corporation in the merger and will continue to do business as “GLG Partners, Inc.” following the merger. | |
• | Upon completion of the proposed merger, GLG will cease to be a publicly traded company and Man, indirectly through Holdco, will own 100% of the outstanding shares of GLG common stock. As a result, you will no longer have any direct or indirect equity interest in GLG or any interest in our future earnings or growth, if any. | |
• | Following completion of the merger, the registration of our common stock and our reporting obligations with respect to our common stock under the Securities Exchange Act of 1934, as amended, are expected to be terminated. In addition, upon completion of the proposed merger, our shares of common stock will no longer be listed on the New York Stock Exchange. |
• | As of the effective time of the merger, each issued and outstanding share of our common stock (other than (i) shares owned by GLG as treasury stock or owned by certain subsidiaries of GLG, (ii) shares owned by Man or Merger Sub (including the shares acquired from the Selling Stockholders in the share exchange), (iii) shares held by dissenting stockholders, (iv) restricted shares issued under GLG’s stock and incentive plans, and (v) awards under GLG’s stock and incentive plans representing a right to receive shares of common stock of GLG) will be converted into the right to receive $4.50 in cash, without interest, at which time all such shares of GLG common stock will no longer be outstanding and will automatically be canceled. |
• | Immediately prior to the effective time of the merger, each issued and outstanding share of restricted common stock of GLG issued under GLG’s stock and incentive plans will be converted into the right to receive $4.50 in cash, without interest, the receipt of which will be (except in the case of restricted shares held by our non-employee directors) subject to the same vesting terms and conditions and other rights and restrictions that were applicable to such shares of restricted common stock prior to the effective time, except in cases where the acceleration of the vesting of such cash awards to the effective time of the merger, in an |
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amount sufficient to pay the income taxand/or employee national insurance contributions, may be necessary for liability that arises as a result of the merger for U.K. employees; |
• | Immediately prior to the effective time of the merger, all outstanding restricted stock awards held by our non-employee directors will be converted into the right to receive $4.50 per share and the vesting of such restricted stock awards will be accelerated to the effective time of the merger; and | |
• | At the effective time of the merger, each outstanding award under GLG’s stock and incentive plans representing a right to receive shares of common stock of GLG (other than shares of restricted common stock) will be settled in ordinary shares of Man, in an amount equal to the number of shares underlying such stock rights multiplied by the exchange ratio set forth in the share exchange agreement, or if our representation in the merger agreement that each holder of such stock rights is anon-U.S. resident is not correct or if the assumption of the stock rights by the surviving corporation is prohibited by applicable securities laws, then such stock rights will instead be converted at the effective time of the merger into a right to receive $4.50 in cash, without interest, multiplied by the number of shares covered by such stock rights. In either case, the ordinary shares of Man or the cash amount will be subject to the same vesting and other terms and conditions that were applicable to such stock rights prior to the effective time of the merger. |
• | In considering the recommendation of the special committee of our board of directors and our board of directors with respect to the merger agreement, you should be aware that some of our directors and executive officers have interests in the merger that are different from, or in addition to, the interests of our stockholders generally. These interests include, among others: |
• | the Selling Stockholders are parties to the share exchange agreement pursuant to which they will transfer to Man, immediately prior to the effective time of the merger, all of their shares (subject to certain exceptions) of (a) our common stock, (b) our Series A voting preferred stock, (c) our subsidiary FA Sub 2 Limited’s exchangeable Ordinary Class B Shares, which are exchangeable into shares of our common stock (at which time the associated Series A voting preferred stock is redeemed), and (d) any other shares of our capital stock or such FA Sub 2 exchangeable shares they acquire after the date of the share exchange agreement, in exchange for ordinary shares of Man at an exchange ratio of 1.0856 ordinary shares of Man per share of our common stock exchanged by the Selling Stockholders (which ratio may be reduced prior to closing under certain circumstances), which would represent a value of $3.50 per share of our common stock based on the closing price of Man ordinary shares on May 14, 2010, the last trading day prior to the announcement of the merger and share exchange, and the applicable currency exchange rate on that date; | |
• | following the consummation of the share exchange, as holders of Man ordinary shares, the Selling Stockholders will be entitled to receive dividends declared and paid by Man; for example, the Man board intends to recommend a dividend of at least 22 cents per Man ordinary share in its fiscal year ending March 31, 2011; | |
• | each of Messrs. Gottesman, Lagrange and Roman will enter into employment or service agreements with Man entities providing for, among other things, the payment of an annual base salary of $1,000,000, which is equal to the annual base salary currently being paid to each such person pursuant to their respective employment agreements with GLG, certain employee benefits, and, in certain circumstances, a payment of severance in lieu of 12 months’ advance written notice of termination of employment, such that the payment is calculated by reference to their base salary for the whole or any unexpired part of the notice period to which they are entitled; | |
• | each of Messrs. Gottesman, Lagrange and Roman, under the terms of a non-competition and non-solicitation agreement or a deed of vendor covenant, has agreed to be bound by certain restrictive covenants relating to competition with GLG’s business or solicitation of GLG’s employees and directors beginning on the date of the closing of the share exchange and ending on the third anniversary of such date in exchange for a $100,000 payment (payable within 14 days after the date of the closing of the share exchange); |
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• | each of Messrs. Gottesman, Lagrange and Roman, through their respective trusts, hold our 5.00% dollar-denominated convertible subordinated notes due May 15, 2014, which pursuant to their terms upon conversion during a specified period following the merger will be entitled to a make-whole premium, in addition to the right to receive a cash amount equal to the merger consideration for each share of common stock into which the notes are convertible, which aggregate principal amount and make-whole premium are described under “Special Factors — Interests of Certain Persons in the Merger — A Portion of Our 5.00% Dollar-Denominated Convertible Subordinated Notes are Held by the Principals” below; | |
• | outstanding restricted stock awards held by our non-employee directors will be accelerated and paid a cash amount equal to the merger consideration for each restricted share as a result of the merger, which outstanding restricted stock award amounts are described under “Special Factors — Interests of Certain Persons in the Merger — Treatment of Awards Under the Restricted Stock Plan, 2007 Long Term Incentive Plan, 2009 Long Term Incentive Plan and the Equity Participation Plan” below; | |
• | indemnification and directors’ and officers’ liability insurance coverage will continue to be provided by the surviving corporation in the merger to GLG’s current and former officers and directors; | |
• | pursuant to the terms of the merger agreement, we are required to use reasonable best efforts to launch a tender offer to purchase all of our outstanding warrants to purchase shares of our common stock, including warrants held by certain of our directors described under “Special Factors — Interests of Certain Persons in the Merger — Warrant Tender Offer” below, at a price of $0.129 per warrant; | |
• | certain of our executive officers and employees are entitled to severance payments in the event their employment is terminated under specified circumstances subsequent to the consummation of the merger in the amounts described under “Special Factors — Interests of Certain Persons in the Merger — Amendments to Certain Employment Agreements with GLG” below; and | |
• | compensation will be paid to the directors serving on the special committee in the amounts described under “Special Factors — Interests of Certain Persons in the Merger — Compensation Paid to Members of the Special Committee” below. |
• | The special committee and our board of directors were aware of these interests and considered them, among other matters, in reaching their decision to approve the merger agreement and recommend that GLG’s stockholders vote in favor of the Merger Proposal. |
• | The approval of the Merger Proposal will require the affirmative vote of: |
(i) | the holders of a majority of all of GLG’s outstanding shares of common stock and Series A voting preferred stock as of the record date for the meeting voting as a single class, which vote we refer to as the “Statutory Stockholder Approval”; and |
(ii) | the holders of a majority of GLG’s outstanding shares of common stock as of the record date for the special meeting, other than shares of common stock held by: |
• | the Selling Stockholders and their affiliates; | |
• | Man and its affiliates; | |
• | GLG and its affiliates (other than directors on the special committee); and | |
• | employees of GLG. |
• | Pursuant to the terms of a voting and support agreement dated as of May 17, 2010 among Man, Merger Sub, the Selling Stockholders and TOMS, the Selling Stockholders and TOMS have agreed to vote their shares of common stock and Series A voting preferred stock in favor of the Merger Proposal. Our other directors and executive officers have informed us that they intend to vote all of their shares of common stock and Series A voting preferred stock in favor of the Merger Proposal for the reasons described more fully in “Special |
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Factors — Fairness of the Merger and Recommendations of the Special Committee and the GLG Board”. Except as described in this proxy statement, to GLG’s knowledge, after making reasonable inquiry, none of GLG’s directors, officers or affiliates has made any public recommendation either in support of or opposed to the merger. Because the Selling Stockholders and our other directors and executive officers collectively hold approximately 51.5% of the combined shares of our common stock and Series A voting preferred stock as of the record date for the special meeting, we expect that the Statutory Stockholder Approval will be obtained. |
• | Abstentions and broker non-votes in the case of both the Statutory Stockholder Approval and the Minority Stockholder Approval will have the same effect as votes against the Merger Proposal. |
• | The special committee is a committee of our board of directors that was formed on April 29, 2010. The special committee has authority, among other things, to: |
• | establish, approve, modify, monitor and direct the process, procedures and activities relating to the review, evaluation and negotiation of one or more proposals made to GLG by Man for a potential transaction and any alternative transaction; | |
• | review, consider, evaluate, respond to, negotiate, reject, recommend or approve on behalf of GLG or the GLG board (except as otherwise required by law) a potential transaction with Man or an alternative transaction; | |
• | if it determines that continuing GLG’s business without engaging in a potential transaction with Man or an alternative transaction is in the best interest of GLG, reject any such potential transaction with Man or an alternative transaction; | |
• | determine whether any such potential transaction with Man or an alternative transaction is advisable and is fair to, and in the best interests of, GLG and its stockholders (other than the Selling Stockholders); and | |
• | recommend to the GLG board of directors what action, if any, should be taken in connection with any such potential transaction with Man or an alternative transaction. |
• | The special committee has unanimously: |
• | determined that (i) it is in the best interests of GLG and its stockholders for GLG to enter into the merger agreement, and (ii) the transactions contemplated by the merger agreement, including the merger, the share exchange agreement and the voting and support agreement are advisable and fair to GLG and its unaffiliated stockholders; | |
• | approved the waiver of the restrictions on transfer applicable to shares of capital stock of GLG held by the Selling Stockholders under the GLG Shareholders Agreement (described under “Important Information Regarding the Principals — GLG Shareholders Agreement”); and | |
• | recommended that the GLG board of directors (i) determine it is in the best interests of GLG and its stockholders for GLG to enter into the merger agreement, (ii) authorize and approve the execution, delivery and performance by GLG of the merger agreement (subject to the Minority Stockholder Approval), (iii) waive the restrictions on transfer applicable to shares of GLG capital stock held by the Selling Stockholders under the GLG Shareholders Agreement, as requested by the Selling Stockholders, (iv) approve the share exchange agreement and the consummation of the transactions contemplated thereby, (v) submit the adoption of the merger agreement to a vote at a special meeting of GLG stockholders called for that purpose, and (vi) recommend that stockholders of GLG vote to adopt the merger agreement at the special meeting. |
• | Our board of directors, acting upon the unanimous recommendation of the special committee, unanimously: |
• | determined that the merger agreement and the transactions contemplated thereby are advisable and fair to and in the best interests of, GLG and its stockholders; |
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• | authorized and approved the execution, delivery and performance by GLG of the merger agreement (subject to the Minority Stockholder Approval); | |
• | approved the waiver of all the restrictions on transfer applicable to shares of GLG capital stock held by the Selling Stockholders under the GLG Shareholders Agreement, as requested by the Selling Stockholders; | |
• | approved the share exchange agreement and the consummation of the transactions contemplated thereby; | |
• | determined to submit the adoption of the merger agreement to a vote at a special meeting of stockholders called for that purpose; and | |
• | recommended that stockholders of GLG vote to adopt the merger agreement at the special meeting of stockholders. |
• | Moelis & Company LLC, the special committee’s financial advisors, delivered to the special committee an oral opinion, subsequently confirmed by delivery of a written opinion dated May 16, 2010 that, as of May 16, 2010 and based upon and subject to the limitations and qualifications set forth therein, the consideration of $4.50 per share in cash to be received by the GLG stockholders (other than the Selling Stockholders) in the merger was fair from a financial point of view to such holders other than the Selling Stockholders. | |
• | The full text of the written opinion of Moelis dated May 16, 2010 is attached as Appendix D to this proxy statement. The written opinion of Moelis sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the reviews undertaken in connection with rendering the opinion. Moelis provided its opinion for the information and assistance of the special committee in connection with its consideration of the merger agreement. The Moelis opinion is not a recommendation as to how any holder of our common stock should vote with respect to the merger or any other matter. Under the terms of the engagement letter between Moelis and GLG, GLG agreed to pay Moelis (i) a nonrefundable work fee of $500,000 which will be offset, to the extent previously paid, against the transaction fee described below, (ii) an opinion fee of $1.5 million, which became payable upon delivery of the Moelis opinion described above, and which fee will be offset, to the extent previously paid, against the transaction fee and (iii) a transaction fee of $4.5 million plus 0.6% of the equity value (as defined in the engagement letter) in excess of the equity value implied at a price of $4.50 per share payable upon the closing of the transaction. |
• | Goldman Sachs International delivered its oral opinion, which was subsequently confirmed in writing, to the GLG board of directors that, as of May 17, 2010 and based upon and subject to the factors and assumptions set forth in its written opinion, the Aggregate Consideration (described under “Special Factors—Opinion of GLG’s Financial Advisor”) to be paid to the holders (other than Man and its affiliates) of shares of GLG common stock, FA Sub 2 exchangeable shares and convertible notes pursuant to the share exchange agreement and merger agreement was fair from a financial point of view to such holders. | |
• | The full text of the written opinion of Goldman Sachs, dated May 17, 2010, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Appendix E. Goldman Sachs provided its opinion for the information and assistance of the GLG board of directors in connection with its consideration of the transactions contemplated by the share exchange agreement and the merger agreement. The Goldman Sachs opinion is not a recommendation as to how any holder of shares of GLG common stock, FA Sub 2 exchangeable sharesand/or convertible notes should vote with respect to the share exchange agreement and the merger agreement or any other matter. Pursuant to an engagement letter between GLG and Goldman Sachs, GLG has agreed to pay Goldman Sachs a transaction fee of approximately $4 million, with $1 million of the transaction fee having been payable upon the execution of the share exchange agreement and merger agreement and the remainder of the fee being payable upon consummation of the share exchange and the merger. |
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• | We have agreed not to, and to cause our subsidiaries not to, and to not authorize or permit our or our subsidiaries’ officers, directors, employees, advisors, agents and representatives to: |
• | solicit, facilitate or encourage the making of an alternative takeover proposal involving 15% or more of our common stock or other equity securities or assets; or | |
• | engage in any negotiations or discussions with any third party regarding such an alternative takeover proposal. |
• | However, if prior to the approval of the Merger Proposal by our stockholders, we or our subsidiaries or our representatives receive an unsolicited takeover proposal that does not involve a breach of the merger agreement or any standstill agreement, and our board of directors (or any authorized committee thereof) reasonably determines in good faith (after consultation with outside legal counsel and an outside financial advisor) that such takeover proposal constitutes or is reasonably likely to lead to a “superior proposal” (as described below under “The Merger Agreement — Restrictions on Solicitations of Other Offers”) and its failure to take action would be inconsistent with its fiduciary duties to our stockholders, then we may engage in discussions and negotiations regarding such takeover proposal if we comply with certain requirements to provide information to Man. |
• | Before completion of the merger, a number of closing conditions must be satisfied or, to the extent permitted by law and the merger agreement, waived. These conditions are described more fully below under “The Merger Agreement — Conditions to the Completion of the Merger” and they include, among others, obtaining GLG and Man stockholder approvals (including the Minority Stockholder Approval), obtaining any required governmental authorizations and the absence of any law or governmental order prohibiting or enjoining the merger. | |
• | If these and other conditions are not satisfied or, to the extent permitted by law or the merger agreement, waived, the merger will not be completed, even if our stockholders approve the Merger Proposal. |
• | The merger agreement may be terminated at any time by the mutual written consent of us and Man, and under certain circumstances by us or by Man, as more fully described below under “The Merger Agreement — Termination of the Merger Agreement”. | |
• | If the merger agreement is terminated, then the share exchange agreement and the voting and support agreement will be automatically terminated. | |
• | If the Merger Proposal is not approved by our stockholders, or if the merger is not completed for any other reason, our stockholders will not receive any payment for their shares pursuant to the merger agreement. Instead, GLG will remain as a public company and our common stock will continue to be registered under the Exchange Act and listed and traded on the New York Stock Exchange. Under specified circumstances, we may be required to pay Man a termination feeand/or reimburse Man for certain fees and expenses, or Man may be required to pay us a termination fee or reimburse us for certain fees and expenses, as described in “The Merger Agreement — Termination Fees and Expense Reimbursement”. | |
• | In addition, failure to complete the merger could have a negative impact on the market price of our common stock, as the price of those shares may decline to the extent that the current market price reflects a market assumption that the merger will be completed. We will be required to pay significant costs incurred in connection with the merger, whether or not the merger is completed. In addition, we may be obligated to pay Man itsout-of-pocket expensesand/or a termination fee if the merger is not completed for certain reasons, as discussed below. |
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• | We will be required to pay Man a termination fee equal to $48 million (inclusive of any applicable value added tax or its equivalent) if: |
• | (A) an alternative takeover proposal involving 15% or more of our common stock or other equity securities or assets is made to GLG or any third party announces an intention to make any such proposal, and (B) following such event the merger agreement is terminated as a result of certain specified events, and (C) within twelve (12) months of the date the merger agreement is terminated, we enter into one or more definitive agreements with respect to, or consummate a transaction contemplated by, any alternative takeover proposal involving 40% or more of our common stock or other equity securities or assets; | |
• | the merger agreement has been terminated by Man because our board of directors has either (x) withdrawn, qualified or changed in a manner adverse to Man its recommendation that our stockholders adopt the merger agreement or (y) failed to reject a publicly disclosed alternative takeover proposal involving 15% or more of our common stock or other equity securities or assets and to reconfirm its recommendation that the stockholders adopt the merger agreement following a request from Man that it do so, or similar events occur, except in certain circumstances; or | |
• | we have terminated the merger agreement in order to enter into a transaction pursuant to which a third party would acquire more than 50% of our equity securities or all or substantially all of our assets on terms and conditions which the board of directors determines to be more favorable from a financial point of view to our stockholders than the merger and the merger agreement, and concurrently with such termination we enter into one or more definitive agreements providing for such transaction. |
• | Man will be required to pay us a termination fee equal to $48 million (inclusive of any applicable value added tax or its equivalent) if Man’s board of directors has either, except in certain circumstances: |
• | not made a recommendation that Man’s shareholders approve the transactions contemplated by the merger agreement, the share exchange agreement and the voting and support agreement in the shareholder circular for the Man shareholders’ meeting called for such purpose; or | |
• | withdrawn, qualified or adversely modified such recommendation once contained in the shareholder circular. |
• | If the merger agreement is terminated because the Statutory Stockholder Approval and the Minority Stockholder Approval were not obtained (except in certain circumstances), or because we failed to perform or breached certain obligations under the merger agreement, and no termination fee is payable by us to Man at the time of such termination, we will be required to reimburse Man for itsout-of-pocket fees and expenses in connection with the proposed merger up to $15 million. We will remain obligated to pay the termination fee described above if it becomes payable, less the amount of expenses actually paid by us to Man pursuant to the previous sentence. | |
• | If the merger agreement is terminated due to Man’s failure to obtain the affirmative vote of the holders of a majority of Man’s outstanding ordinary shares present and voting at a meeting of its shareholders in favor of approving the transactions contemplated by the merger agreement (except in certain circumstances), Man will be required to reimburse us for ourout-of-pocket fees and expenses in connection with the proposed merger up to $15 million. |
• | As of August , 2010, the record date for the special meeting, our directors and executive officers had the right to vote, in the aggregate, 87,044,209 shares of our common stock and 58,904,993 shares of our Series A voting preferred stock, which together represented approximately 47.0% of the combined voting power of our securities on the record date for the special meeting. | |
• | Pursuant to the terms of the voting and support agreement, the Selling Stockholders and TOMS have agreed to vote their shares of common stock and Series A voting preferred stock “FOR” the Merger Proposal and “FOR” the Adjournment Proposal. |
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• | Our other directors and executive officers have informed us that they intend to vote all of their shares of common stock “FOR” the approval of the Merger Proposal and “FOR” the Adjournment Proposal. | |
• | As of the record date for the special meeting, our directors and executive officers (other than the Selling Stockholders) had the right to vote, in the aggregate, 8,491,340 shares of our common stock, which represented approximately 2.7% of the combined voting power of our securities on the record date for the special meeting. |
• | Under the share exchange agreement, the Selling Stockholders agreed with Man to exchange all of their shares of (a) our common stock, (b) our Series A voting preferred stock, (c) our subsidiary FA Sub 2 Limited’s exchangeable Ordinary Class B Shares which are exchangeable into shares of our common stock (at which time the associated Series A voting preferred stock is redeemed), and (d) any other shares of our capital stock or such exchangeable stock they acquire after the date of the share exchange agreement, in exchange for ordinary shares of Man at an exchange ratio of 1.0856 ordinary shares of Man per share of our common stock exchanged by the Selling Stockholders (which ratio may be reduced prior to closing under certain circumstances). | |
• | The shares subject to the share exchange agreement will not include any shares of our common stock acquired by a Selling Stockholder upon conversion of our 5.00% dollar-denominated convertible subordinated notes due 2014, or any shares of our common stock acquired by a Selling Stockholder in the open market prior to the date of the share exchange agreement. | |
• | Before completion of the share exchange, which is expected to occur immediately prior to the completion of the merger, a number of closing conditions must be satisfied or waived. These conditions are described more fully below under “Descriptions of Other Transaction Agreements — Share Exchange Agreement — Conditions to the Completion of the Share Exchange”. |
• | Under the voting and support agreement, the Selling Stockholders and TOMS have agreed with Man and Merger Sub to vote or cause to be voted all of the shares of our common stock and Series A voting preferred stock held by them as of the date of the voting and support agreement and acquired after such date, at any meeting of our stockholders (or any adjournment thereof) or upon any action by written consent in lieu of a meeting: |
• | in favor of the Merger Proposal; | |
• | against any alternative takeover proposal involving 15% or more of our consolidated assets or to which 15% or more of our revenues or earnings on a consolidated basis are attributable, acquisition of beneficial ownership of 15% or more of our outstanding common stock, a tender offer or exchange offer that if consummated would result in any third party owning 15% or more of our outstanding common stock or merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving us, in each case other than the merger agreement, the transactions contemplated by the merger agreement, the voting and support agreement and the share exchange transaction; and | |
• | against any agreement (including, without limitation, any amendment of any agreement), amendment of our organizational documents or other action that is intended or could reasonably be expected to prevent, impede, interfere with, delay, postpone or discourage the consummation of the merger. |
• | We have agreed to, and to cause our subsidiaries to, use reasonable best efforts to commence, prior to the closing date, offers to purchase all of the outstanding warrants to purchase shares of our common stock at a price of $0.129 per warrant. The offers will be conditioned upon completion of the merger. |
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• | Holders of our common stock who object to the merger may elect to pursue their appraisal rights to receive the judicially determined “fair value” of their shares, which could be more or less than, or the same as, the per share merger consideration for the common stock, but only if they comply with the procedures required under Delaware law. In order to qualify for these rights, you must (1) not vote in favor of the Merger Proposal, nor consent thereto in writing, (2) make a written demand to GLG for appraisal prior to the taking of the vote on the adoption of the merger agreement at the special meeting, (3) continue to hold your shares until the consummation of the merger and (4) otherwise comply with the Delaware law procedures for exercising appraisal rights. For a summary of these Delaware law procedures, see “Appraisal Rights”. | |
• | An executed proxy that is not marked “AGAINST” or “ABSTAIN” will be voted for approval of the Merger Proposal and will disqualify the stockholder submitting that proxy from demanding appraisal rights. A copy of Section 262 of the General Corporation Law of the State of Delaware is also attached as Appendix F to this proxy statement. Failure to follow the procedures set forth in Section 262 will result in the loss of appraisal rights. |
• | On May 14, 2010, the last trading day before we announced the execution of the merger agreement, the high and low sales prices of our common stock were $2.99 and $2.90, respectively. The merger consideration of $4.50 per share represents a premium of approximately 55% over the closing trading price of $2.91 per share on May 14, 2010, and approximately 41% over the average closing prices of our common stock for the30-trading day period ending on May 14, 2010. On August , 2010, the most recent practicable date before the printing of this proxy statement, the high and low reported sales prices of our common stock were $ and $ , respectively. On May 14, 2010, the closing price of our publicly traded warrants was $0.129. You are urged to obtain a current market price quotation for our common stock. |
• | For U.S. federal income tax purposes, the receipt of the cash merger consideration in exchange for shares of GLG common stock in the merger by a U.S. holder will be a taxable transaction. The amount of the gain or loss recognized will be measured by the difference, if any, between the cash received in the merger and the holder’s tax basis in the shares of GLG common stock. Any gain realized by anon-U.S. holder as a result of the receipt of the cash merger consideration will generally not be subject to U.S. federal income tax, except in certain situations. | |
• | None of GLG, Man, Holdco or Merger Sub will recognize any gain or loss for U.S. federal income tax purposes as a result of the merger. | |
• | For U.S. federal income tax purposes, the receipt of ordinary shares of Man by the Selling Stockholders in exchange for shares of our common stock pursuant to the share exchange agreement (and the receipt of cash by TOMS if it converts convertible notes into shares of our common stock prior to the merger) will be a taxable transaction even though the Selling Stockholders are receiving ordinary shares of Man instead of cash. | |
• | You should consult your own tax advisor regarding the U.S. federal income tax considerations relevant to the merger, as well as the effects of your state, local and foreign tax laws. |
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THE SPECIAL MEETING OF STOCKHOLDERS
Q: | When and where is the special meeting? | |
A: | The special meeting will be held on September , 2010, at 10:00 a.m., Eastern Time, at the offices of Chadbourne & Parke LLP, 30 Rockefeller Plaza, New York, New York 10112. | |
Q: | What matters will be voted on at the special meeting? | |
A: | At the special meeting and any postponements or adjournments thereof, you will be asked to consider and vote on the following matters: | |
• To approve the Merger Proposal; | ||
• To approve the Adjournment Proposal; and | ||
• To transact such other business as may properly come before the meeting or any adjournment or postponement of the meeting. | ||
Q: | Who is entitled to attend and vote at the special meeting? | |
A: | Stockholders of record holding GLG’s voting securities as of the close of business on August , 2010, the record date for the special meeting, are entitled to vote at the special meeting. As of the record date, there were 251,202,732 shares of GLG common stock outstanding and 58,904,993 shares of Series A voting preferred stock outstanding. Every holder of GLG common stock is entitled to one vote per share of our common stock held as of the record date and every holder of GLG’s Series A voting preferred stock is entitled to one vote per share of our Series A voting preferred stock held as of the record date. | |
If you want to attend the special meeting and your shares are held in “street name” by your broker, bank or other nominee, you must bring to the special meeting a proxy from the record holder (your broker, bank or other nominee) of the shares authorizing you to vote at the special meeting. | ||
Q: | What constitutes a quorum for the special meeting? | |
A: | The presence in person or by proxy of a majority of the combined shares of our common stock and Series A voting preferred stock outstanding on the record date is required for a quorum. Shares that are voted “FOR”, “AGAINST”, or “ABSTAIN” a matter are treated as being present at the special meeting for purposes of establishing a quorum. In the event that there are not sufficient shares present for a quorum, the special meeting may be adjourned in order to permit further solicitation of proxies. However, the presence in person or by proxy of the Selling Stockholders and our other directors and executive officers, who collectively hold approximately 51.5% of the combined shares of our common stock and Series A voting preferred stock as of the record date for the special meeting, will assure that a quorum is present at the meeting. | |
Q: | What vote is required to approve the Adjournment Proposal? | |
A: | Approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the combined shares of our common stock and Series A voting preferred stock, voting as a single class, present in person or by proxy and entitled to vote on the matter. |
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Q: | Who is soliciting my vote? | |
A: | The enclosed proxy is being solicited on behalf of our board of directors for use in voting at the special meeting, including any postponements or adjournments thereof. We are paying for the proxy solicitation. In addition, we have retained Morrow & Co., LLC, Stamford, Connecticut, which we refer to as “Morrow”, to assist in the solicitation. We will pay Morrow $10,000 plusout-of-pocket expenses for its assistance. Our directors, officers and employees may also solicit proxies by personal interview, mail,e-mail, telephone, facsimile or by other means of communication. These persons will not be paid additional compensation for their efforts. We will also request brokers and other fiduciaries to forward proxy solicitation material to the beneficial owners of shares of our common stock that the brokers and fiduciaries hold of record. We will reimburse them for their reasonableout-of-pocket expenses. | |
Q: | What do I need to do now? | |
A: | After you carefully read this proxy statement, please consider how the merger affects you and then vote or provide voting instructions as described below. Even if you plan on attending the special meeting, we urge you to vote now by giving us your proxy. This will ensure that your vote is represented at the meeting. If you do attend the special meeting, you can change your vote at that time, if you then desire to do so.Do NOT enclose or return your stock certificate(s) with your proxy. | |
Q: | How do I vote my shares? | |
A: | You may vote using one of the following methods if you hold your shares in your own name as stockholder of record: | |
• Internet. You may submit a proxy to vote on the Internet up until 11:59 p.m. Eastern Time on September , 2010 by going to the website for Internet voting on your proxy card (www.proxyvote.com) and following the instructions on your screen. Have your proxy card available when you access the web page. If you vote by the Internet, you should not return your proxy card. | ||
• Telephone. You may submit a proxy to vote by telephone by calling the toll-free telephone number on your proxy card, 24 hours a day and up until 11:59 p.m. Eastern Time on September , 2010, and following the prerecorded instructions. Have your proxy card available when you call. If you vote by telephone, you should not return your proxy card. | ||
• Mail. You may submit a proxy to vote by mail by marking the enclosed proxy card, dating and signing it, and returning it in the postage-paid envelope provided, or to GLG Partners, Inc.,c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 as long as your proxy card is received by September , 2010. If you own shares in various registered forms, such as jointly with your spouse, as trustee of a trust or as custodian for a minor, you will receive, and will need to sign and return, a separate proxy card for those shares because they are held in a different form of record ownership. Shares held by a corporation or business entity must be voted by an authorized officer of the entity. | ||
• In Person. You may vote your shares in person by attending the special meeting and submitting your vote at the meeting. | ||
If you hold your shares in “street name” through a broker, bank or other nominee, then you received this proxy statement from the nominee, along with the nominee’s instruction card which includes voting instructions and instructions on how to change your vote. | ||
Q: | How will my proxy be voted? | |
A: | If you use our Internet or telephone voting procedures or duly complete, sign and return a proxy card to authorize the named proxies to vote your shares, your shares will be voted as specified. If your proxy card is signed but does not contain specific instructions, your shares will be voted as recommended by our board of directors “FOR” the Merger Proposal and “FOR” the Adjournment Proposal. In addition, if other matters come |
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before the special meeting, the persons named as proxies will vote in accordance with their best judgment with respect to such matters. | ||
Q: | If my shares are held in “street name”, how will my broker, bank or other nominee vote? | |
A: | If your broker, bank or other nominee is the holder of record of your shares (i.e., your shares are held in “street name”), you will receive voting instructions from the holder of record. You must follow these instructions in order for your shares to be voted. We urge you to instruct your broker, bank or other nominee how to vote your shares by following those instructions. The broker, bank or other nominee is required to vote those shares in accordance with your instructions. If you do not give instructions to the broker, bank or other nominee, the broker, bank or other nominee maynot have discretion to vote your shares with respect to the proposals. | |
In addition, because any shares you may hold in “street name” will be deemed to be held by a different stockholder than any shares you hold of record, shares held in street name will not be combined for voting purposes with shares you hold of record. To be sure your shares are voted, you should instruct your broker, bank or other nominee to vote your shares. | ||
Q: | May I revoke my proxy? | |
A: | For stockholders of record, whether you vote via the Internet, by telephone or by mail, you may revoke your proxy at any time before it is voted at the special meeting by: | |
• delivering a written notice of revocation to the Secretary of GLG; | ||
• casting a later vote using the Internet or telephone voting procedures; | ||
• submitting a properly signed proxy card with a later date; or | ||
• voting in person at the special meeting. | ||
If your shares are held in “street name”, you must contact your broker, bank or other nominee to revoke your proxy. Your proxy is not revoked simply because you attend the special meeting. | ||
Q: | Will my vote be confidential? | |
A: | It is our policy to keep confidential all proxy instructions and proxy cards, ballots and voting tabulations that identify individual stockholders, except as may be necessary to meet any applicable legal requirements and, in the case of any contested proxy solicitation, as may be necessary to permit proper parties to verify the propriety of proxies presented by any person and the results of the voting. The independent inspector of election and any employees involved in processing proxy instructions and cards or ballots and tabulating the vote are required to comply with this policy of confidentiality. | |
Q: | What do I do if I receive more than one proxy or set of voting instructions? | |
A: | If you receive more than one proxy, it means that you hold shares that are registered in more than one account. To ensure that all of your shares are voted, you will need to submit each proxy you receive. | |
Q: | When is the merger expected to be completed? | |
A: | We are working toward completing the merger as quickly as possible, and we anticipate that it will be completed by the end of September 2010 or as soon as practicable thereafter. In order to complete the merger, we must obtain GLG and Man stockholder approvals (including the Minority Stockholder Approval) and the other closing conditions under the merger agreement must be satisfied or, to the extent permitted by law and the merger agreement, waived. See “The Merger Agreement — Conditions to the Completion of the Merger”. | |
Q: | Should I send my stock certificate now? | |
A: | No. After the merger is completed, you will be sent a letter of transmittal with detailed written instructions for exchanging your shares of GLG common stock for the merger consideration. If your shares are held in “street |
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name” by your broker, bank or other nominee you will receive instructions from your broker, bank or other nominee as to how to effect the surrender of your “street name” shares in exchange for the merger consideration. Please donot send your certificates now. | ||
Q: | How can I obtain additional information about GLG? | |
A: | GLG maintains an Internet website at www.glgpartners.com. Our annual reports onForm 10-K, quarterly reports onForm 10-Q, current reports onForm 8-K and amendments to such reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, along with our annual report to stockholders and other information related to GLG filed with the Securities and Exchange Commission (“SEC”), are available free of charge on this site as soon as reasonably practicable after we electronically file or furnish this information with the SEC. The information provided on our website is not part of this proxy statement, and therefore is not incorporated by reference herein, except to the extent expressly set forth below under “Incorporation by Reference”. | |
Q: | Who can help answer my questions? | |
A: | If you have additional questions about the merger or the other proposals to be voted on at the special meeting after reading this proxy statement or need assistance voting your shares, please call our proxy solicitor, Morrow, toll-free at800-607-0088. Banks and brokers should contact Morrow at203-658-9400. |
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• | establish, approve, modify, monitor and direct the process, procedures and activities relating to the review, evaluation and negotiation of one or more proposals made to GLG by Man for a potential transaction and any alternative transaction; | |
• | review, consider, evaluate, respond to, negotiate, reject, recommend or approve on behalf of GLG or the GLG Board (except as otherwise required by law) a potential transaction with Man or an alternative transaction; | |
• | if it determines that continuing GLG’s business without engaging in a potential transaction with Man or an alternative transaction is in the best interest of GLG, reject any such potential transaction with Man or an alternative transaction; | |
• | determine whether any such potential transaction with Man or an alternative transaction is advisable and is fair to, and in the best interests of, GLG and its stockholders (other than the Selling Stockholders); and | |
• | recommend to the board of directors what action, if any, should be taken in connection with any such potential transaction with Man or an alternative transaction. |
• | determined that (i) it is in the best interests of GLG and its stockholders for GLG to enter into the merger agreement, and (ii) the transactions contemplated by the merger agreement, including the merger, the share exchange agreement and the voting and support agreement are advisable and fair to GLG and its unaffiliated stockholders; | |
• | approved the waiver of the restrictions on transfer applicable to shares of capital stock of GLG held by the Selling Stockholders under the Shareholders Agreement; and | |
• | recommended that the GLG Board (i) determine it is in the best interests of GLG and its stockholders for GLG to enter into the merger agreement, (ii) authorize and approve the execution, delivery and performance by GLG of the merger agreement (subject to the Minority Stockholder Approval), (iii) waive the restrictions on transfer applicable to shares of GLG capital stock held by the Selling Stockholders under the GLG Shareholders Agreement, as requested by the Selling Stockholders, (iv) approve the share exchange agreement and the consummation of the transactions contemplated thereby, (v) submit the adoption of the merger agreement to a vote at a special meeting of GLG stockholders called for that purpose, and (vi) recommend that stockholders of GLG vote to adopt the merger agreement at the special meeting. |
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• | the current and prospective conditions in the alternative investment industry and the potential challenges that GLG faces in attracting assets under management and maintaining or growing management and performance fee revenues; | |
• | the possible alternatives to a sale, including maintaining GLG as an independent public company, conducting a stock repurchase or undertaking a recapitalization, and the potential risks, rewards and uncertainties associated with those alternatives, including: |
• | the risks associated with remaining an independent company arising from a decline in assets under management and related management and performance fee revenue; | |
• | the risks associated with the need to refinance GLG’s outstanding indebtedness under its credit facility and convertible notes beginning as early as May 2011; and | |
• | the need to pay GLG’s investment professionals a significant amount, including in the form of additional shares, in order to retain these professionals, which could result in additional dilution to GLG’s stockholders; |
• | the process for maximizing stockholder value in a sale of GLG, including: |
• | the special committee’s assessment, after consultation with its financial advisor, of the relative likelihood that other potential acquirors would submit competitive proposals absent a pending transaction, given the limited number of potential acquirors in the industry with the financial resources required to consummate an acquisition of GLG; | |
• | the potential harm to GLG’s business of conducting a public auction; | |
• | the potential competitive harm to GLG’s business of providing potential bidders access to GLG’s confidential due diligence materials; | |
• | the potential harm to GLG’s business of engaging with a bidder that did not present a significant likelihood of achieving a successful transaction; | |
• | the risk of loss of opportunity to enter into a transaction with Man; and | |
• | the lack of assurance that there would be another opportunity for GLG stockholders (other than the Selling Stockholders) to receive as significant a premium as that contemplated by the proposed merger; |
• | the current and historical market prices for the shares of GLG in comparison to the offer price of $4.50 per share, including that the one-year average trading price of GLG stock was $3.40 and that GLG stock had traded as low as $2.58 in the past year, and that the merger would provide GLG stockholders (other than the Selling Stockholders) with an opportunity to receive an immediate cash payment for their shares at a price that represents a premium of approximately 55% over the closing price of $2.91 per share on May 14, 2010, the last trading day prior to the public announcement of the proposed merger, providing them with immediate liquidity without the risks related to GLG’s current business plan, which could take an extended period of time to achieve positive returns; | |
• | the current market price for Man ordinary shares and that the per share consideration in the merger represents a premium of $1 as of the date the proposed merger was publicly announced, over the value of the per share consideration in the share exchange, which premium may not be reduced to less than $0.25 per share on the closing date; | |
• | based on a range of estimates of the potential synergies available with the combination of the two businesses, a determination that the merger consideration included an appropriate share of the total synergies value resulting from the merger; |
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• | the certainty of immediate cash that the merger would provide to the GLG stockholders (other than the Selling Stockholders), without incurring brokerage costs or other costs typically associated with market sales, as well as the flexibility to invest that cash in other assets, including in Man ordinary shares; | |
• | that as a result of the merger, GLG stockholders would no longer be subject to the market, economic and other risks which arise from owning an interest in a public company; | |
• | that GLG is dependent on the continued services of the Individual Principals and key personnel who, in addition to voting their GLG shares against a proposed alternative transaction, could preclude an alternative takeover by discontinuing their services with GLG; | |
• | the desire and willingness of the Selling Stockholders to sell their shares at this time and enter into the share exchange with Man, without which the merger transaction with Man would not have been possible because Man was unwilling to offer GLG stockholders (other than the Selling Stockholders) merger consideration in the form of Man ordinary shares as doing so would require Man to register its shares in the U.S., become subject to reporting requirements under U.S. federal securities laws and consequently to incur significant costs and administrative effort required to comply with both the U.K. and U.S. regulatory regimes, and Man’s desire to offer the Selling Stockholders consideration in the form of Man ordinary shares to align the interests of the Selling Stockholders with Man’s shareholders; | |
• | the substantial market “overhang” of shares held by the Selling Stockholders and the significant number of other shares held by stockholders, employees and key personnel subject to transfer restrictions under the GLG Shareholders Agreement and other restricted stock agreements that would be free of such restrictions within the next 12 to 18 months; | |
• | that the Principals would be prohibited from selling any of the Man ordinary shares they receive as merger consideration for two years, and could sell only one-third of such shares in the third year following the consummation of the merger; | |
• | presentations by and discussions with senior management of GLG, the Individual Principals, Man and the special committee’s legal and financial advisors regarding the principal terms of the merger agreement, the share exchange agreement and other ancillary documents; | |
• | the oral opinion of Moelis delivered to the special committee, subsequently confirmed by delivery of a written opinion dated May 16, 2010, that, as of May 16, 2010 and based upon and subject to the limitations and qualifications set forth therein, the consideration of $4.50 per share in cash to be received by GLG stockholders (other than the Selling Stockholders) in the merger was fair from a financial point of view to such holders other than the Selling Stockholders, which opinion is attached as Appendix D to this proxy statement, and the presentation by, and the discussions with representatives of Moelis as to matters relevant to such opinion, as described under “— Background of the Merger” above, with the understanding that Moelis was entitled to receive a fee upon delivery of its opinion and that, upon the closing of the transaction, Moelis will become entitled to a transaction fee in consideration of providing financial advice to the special committee; | |
• | the opinion of Goldman Sachs International delivered to the board that, as of May 17, 2010 and based upon and subject to the factors and assumptions set forth therein, the Aggregate Consideration (defined below) to be paid to the holders (other than Man and its affiliates) of shares of GLG common stock, FA Sub 2 exchangeable shares and convertible notes pursuant to the share exchange agreement and merger agreement was fair from a financial point of view to such holders, which opinion is attached as Appendix E to this proxy statement, and the presentation by, and the discussions with representatives of Goldman Sachs as to matters relevant to such opinion, as described under “—Background of the Merger” above, with the understanding that Goldman Sachs was entitled to receive a fee upon announcement of the execution of the share exchange agreement and the merger agreement and that, upon the closing of the transaction, Goldman Sachs will become entitled to a transaction fee in consideration of providing financial advice to the board; | |
• | the absence of any alternative acquisition proposals, in particular, during the period between March 26, 2010, when a number of press articles appeared regarding a potential acquisition by Man of certain |
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U.S. alternative asset managers, including GLG, and May 17, 2010, the date the proposed merger was publicly announced; |
• | that GLG did not enter into any exclusivity arrangements with Man, Holdco and Merger Sub prior to the execution and delivery of the merger agreement; | |
• | that the merger and the share exchange are not expected to close for several months which would provide an adequate opportunity for alternative proposals to be made, associated due diligence to be conducted and definitive documentation to be negotiated with respect thereto, and for the board to consider such alternative proposals and agreements, if any; | |
• | the business reputation, financial resources and historical success of Man in structuring and completing complex transactions; | |
• | the terms and conditions of the merger agreement, including: |
• | GLG’s ability, under certain circumstances, to provide information to,and/or participate in discussions or negotiations with, third parties regarding alternative takeover proposals; | |
• | the ability of the GLG Board or the special committee, under certain circumstances, to change its recommendation that the GLG stockholders vote in favor of adoption and approval of the merger agreement; and | |
• | GLG’s ability, under certain circumstances, to terminate the merger agreement in order to enter into a definitive agreement related to a superior proposal, subject to paying a termination fee of $48 million (equal to approximately 3% of the equity value of the combined merger and share exchange transactions); |
• | that there are breakup fees and expense coverage payable by both GLG and Man in certain circumstances; | |
• | the merger is not subject to a financing condition, which reduces the execution risk attached to the completion of the merger and thus makes it more likely that the merger will be consummated promptly upon satisfaction of the conditions to the completion of the merger as described in this proxy statement; | |
• | the availability of appraisal rights to GLG stockholders who comply with all of the required procedures under Delaware law for exercising appraisal rights, which allow such stockholders to seek appraisal of the fair value of their stock as determined by the Court of Chancery of the State of Delaware; and | |
• | the likelihood of receiving the regulatory approvals required to consummate the merger. |
• | that the GLG stockholders, other than the Selling Stockholders, will have no ongoing equity participation in us following the merger, and that the GLG stockholders will cease to participate in our future earnings or growth, if any, or to benefit from increases, if any, in the value of our common stock, and will not participate in any potential future sale of GLG to a third party or any potential recapitalization of GLG which could include a dividend to stockholders; | |
• | that the Selling Stockholders could realize significant returns on their equity investment in Man following the merger; | |
• | the Selling Stockholders’ participation in the merger and the share exchange and that they have interests in the transactions that differ from, or are in addition to, those of GLG stockholders unaffiliated with the Selling Stockholders; | |
• | the risks and costs to GLG if the merger does not close, including paying the fees and expenses associated with the transaction in certain circumstances, the diversion of management and employee attention, potential employee attrition and the potential effect on business and customer relationships; |
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• | that the merger consideration will generally be taxable for U.S. federal income tax purposes to GLG stockholders who surrender shares of our common stock in the merger; | |
• | that the special committee did not solicit competing bids for us from other potentially interested third parties prior to signing the merger agreement with Man and Merger Sub, although the special committee was satisfied that the merger agreement provided GLG with the ability to consider and pursue certain alternative takeover proposals; | |
• | the risk that the merger and the share exchange might not be completed in a timely manner or at all; | |
• | the ability of the Selling Stockholders holding beneficial ownership of approximately 48.8% of our voting stock to potentially preclude an alternative takeover proposal and the impact that could have on the interest of third parties in making offers competitive with Man’s offer; | |
• | that the merger agreement contains restrictions on the conduct of GLG’s business prior to the completion of the merger, generally requiring GLG to conduct our business only in the ordinary course, subject to specific limitations, which may delay or prevent GLG from undertaking business opportunities that may arise pending completion of the merger and the length of time between signing and closing when these restrictions are in place; and | |
• | the provisions in the merger agreement that require us to reimburse Man’s expenses up to $15 million if (1) the merger agreement is terminated by us or Man because our stockholders fail to approve and adopt the merger agreement at the special meeting (except in certain circumstances) or (2) the merger agreement is terminated by Man as a result of our breach of our agreement to hold the special meeting, to prepare the related proxy statement, to refrain from soliciting alternative takeover proposals or to make and not change our board’s recommendation for the merger (except in certain circumstances). |
• | the merger is subject to the nonwaivable condition of the adoption of the merger agreement by GLG stockholders, including the adoption of the merger agreement by the holders of a majority of the then outstanding shares of our common stock, other than shares owned by the Selling Stockholders, GLG, Man and its affiliates (including Holdco and Merger Sub), GLG and its affiliates (excluding directors serving on the special committee) and GLG employees; | |
• | that the special committee consists solely of independent, non-employee directors; | |
• | that the special committee members will be adequately compensated for their services, the amount of which was established before they commenced their consideration of strategic alternatives, and that their compensation for serving on the special committee was in no way contingent on their approving the merger agreement and taking the other actions described in the proxy statement; | |
• | that the special committee retained and was advised by Winston & Strawn LLP and Abrams & Bayliss LLP (Delaware counsel) as its independent legal counsel and Moelis as its independent financial advisor; | |
• | that the special committee received from its financial advisor, Moelis, an opinion delivered orally at the special committee meeting on May 16, 2010, and subsequently confirmed by delivery of a written opinion dated May 16, 2010 that, as of May 16, 2010 and based upon and subject to the limitations and qualifications set forth therein, the consideration of $4.50 per share in cash to be received by the GLG stockholders (other than the Selling Stockholders) in the merger was fair from a financial point of view to such holders (other than the Selling Stockholders); | |
• | that the special committee was provided with full access to our management and documentation in connection with the due diligence conducted by its advisors; |
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• | that the special committee, with the assistance of its legal and financial advisors, negotiated extensively with Man and its representatives; | |
• | that the special committee had ultimate authority to decide whether to proceed with a transaction or any alternative transaction; | |
• | that the special committee was authorized to consider all strategic alternatives with respect to GLG to enhance stockholder value, including the sale of GLG; | |
• | that the special committee was aware that it had no obligation to recommend any transaction and had the authority to reject any transaction on behalf of the GLG stockholders (other than the Selling Stockholders); | |
• | that the special committee had the authority, through the delegation of the GLG Board’s powers, to waive the restrictions on transfer applicable to shares of GLG common stock held by the Selling Stockholders under the GLG Shareholders Agreement; and | |
• | that the special committee made its evaluation of the merger agreement and the merger based upon the factors discussed in this proxy statement, independent of the other members of our board of directors, including the Individual Principals, and with knowledge of the interests of the Individual Principals in the merger. |
• | similar voting agreements are reasonably customary in public company change of control transactions that involve significant share ownership blocks; | |
• | Man was unwilling to enter into a transaction that did not involve a voting agreement with the Selling Stockholders; | |
• | the proposed voting and share exchange agreements would terminate upon the termination of the proposed merger agreement, thereby protecting to the greatest extent possible the ability of the special committee to terminate the merger agreement in connection with a change in its recommendation to GLG stockholders, as described under “The Merger Agreement — Restrictions on Change of Recommendation to Stockholders”; and | |
• | the proposed voting agreement would prevent the occurrence of a scenario in which the Selling Stockholders voted against the adoption of the merger agreement while a majority of the unaffiliated stockholders voted in favor of the adoption of the merger agreement. |
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• | determined that the merger agreement and the transactions contemplated thereby are advisable and procedurally and substantively fair to and in the best interests of, GLG and its stockholders (including its unaffiliated stockholders); | |
• | authorized and approved the execution, delivery and performance by GLG of the merger agreement (subject to the Minority Stockholder Approval); | |
• | approved the waiver of all the restrictions on transfer applicable to shares of GLG capital stock held by the Selling Stockholders under the GLG Shareholders Agreement, as requested by the Selling Stockholders; | |
• | approved the share exchange agreement and the consummation of the transactions contemplated thereby; | |
• | determined to submit the adoption of the merger agreement to a vote at a special meeting of stockholders called for that purpose; and | |
• | recommended that stockholders of GLG vote to adopt the merger agreement at the special meeting of stockholders. |
• | the unanimous determinations and recommendations of the special committee; | |
• | the factors considered by the special committee, including the generally positive and favorable factors, as well as the generally negative and unfavorable factors, and the factors relating to procedural safeguards described above; and | |
• | the fairness opinion of Goldman Sachs described under “Special Factors — Opinion of GLG’s Financial Advisor” above. |
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• | reviewed certain publicly available business and financial information relating to GLG, including estimates of certain Wall Street analysts with respect to GLG for 2010 and 2011, and Man; | |
• | reviewed certain internal information relating to the business, earnings, cash flow, assets, liabilities and prospects of GLG furnished to Moelis by GLG; | |
• | conducted discussions with members of senior management and representatives of GLG and Man concerning the matters described in the first two bullet points above, as well as the business and prospects of GLG and Man generally; | |
• | reviewed publicly available financial and stock market data, including valuation multiples, for GLG and compared them with those of certain other companies in lines of business that Moelis deemed relevant; | |
• | compared the proposed financial terms of the merger with the financial terms of certain other transactions that Moelis deemed relevant; | |
• | reviewed a draft of the merger agreement dated May 16, 2010; | |
• | participated in certain discussions and negotiations among representatives of GLG and Man and their financial and legal advisors; and |
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• | conducted such other financial studies and analyses and took into account such other information as Moelis deemed appropriate. |
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• | The Blackstone Group L.P. | |
• | Fortress Investment Group LLC | |
• | Och-Ziff Capital Management Group LLC |
• | 3i Group PLC | |
• | Ashmore Group PLC | |
• | BlueBay Asset Management plc | |
• | Charlemagne Capital Limited | |
• | Gottex Fund Management Holdings Limited | |
• | Kohlberg Kravis Roberts & Co. | |
• | Man | |
• | Partners Group AG | |
• | Polar Capital Holdings PLC |
• | Affiliated Managers Group, Inc. | |
• | AllianceBernstein Holding L.P. | |
• | Artio Global Investors Inc. | |
• | BlackRock, Inc. | |
• | Cohen & Steers, Inc. | |
• | Eaton Vance Corp. | |
• | Federated Investors, Inc. | |
• | Franklin Resources, Inc. | |
• | GAMCO Investors, Inc. | |
• | Invesco Ltd. | |
• | Janus Capital Group Inc. |
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• | Legg Mason, Inc. | |
• | Pzena Investment Management, Inc. | |
• | Sprott Inc. | |
• | T. Rowe Price Group, Inc. | |
• | Waddell & Reed Financial, Inc. |
• | Aberdeen Asset Management PLC | |
• | F&C Asset Management PLC | |
• | Gartmore Investment Ltd. | |
• | Henderson Group PLC | |
• | Liontrust Asset Management PLC | |
• | Schroders PLC |
Alternative Asset | Traditional Asset | |||||||||||
Management | Management | Peer Group | ||||||||||
Companies | Companies | Companies | ||||||||||
Enterprise Value/2010E EBITDA | 4.1x — 13.5x | 3.4x — 13.1x | 4.1x — 11.0x | |||||||||
Enterprise Value/2011E EBITDA | 1.3x — 11.4x | 2.9x — 11.3x | 4.4x — 9.4x | |||||||||
2010E P/E | 5.9x — 19.7x | 7.5x — 25.6x | 9.4x — 14.6x | |||||||||
2011E P/E | 6.4x — 15.6x | 6.2x — 37.0x | 6.9x — 13.0x |
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GLG | Implied Price per GLG Share | |||||||
Enterprise Value/2010E EBITDA | 8.0x — 11.0x | $ | 1.56 — $2.26 | |||||
Enterprise Value/2011E EBITDA | 8.0x — 10.0x | $ | 3.06 — $3.96 | |||||
2010E P/E | 11.0x — 15.0x | $ | 2.12 — $2.89 | |||||
2011E P /E | 9.0x — 13.0x | $ | 2.69 — $3.88 |
Announcement Date | Acquiror | Target | ||
Alternative Asset Management Companies | ||||
March 30, 2010 | Investec plc | Rensburg Sheppards plc | ||
February 10, 2010 | Affiliated Managers Group Inc. | Pantheon Ventures Inc. | ||
February 1, 2010 | Affiliated Managers Group Inc. | Artemis Investment Management Ltd. | ||
January 8, 2010 | Aberdeen Asset Management PLC | Investment Strategies division of RBS Asset Management Limited | ||
October 9, 2009 | Occidental Petroleum Corp. | Phibro LLC | ||
June 16, 2009 | Aquiline Capital Partners LLC | Conning & Company | ||
November 10, 2008 | American Capital, Ltd. | European Capital Limited | ||
September 29, 2009 | Electricite de France SA (EDF Group) | Eagle Energy Partners I, L.P. | ||
February 20, 2009 | Agnelli Family (IFIL Group) | Vision Investment Management Limited | ||
February 10, 2008 | Petershill Fund Offshore LP (a Goldman Sachs group fund) | Capula Investment Management LLP | ||
January 31, 2008 | Deutsche Bank AG | HedgeWorks, LLC | ||
January 10, 2008 | The Blackstone Group L.P. | GSO Capital Partners, L.P. | ||
January 8, 2008 | Tailwind Financial Inc. | Asset Alliance Corporation | ||
January 7, 2008 | ING Investment Management Americas | Lincoln Vale | ||
December 31, 2007 | Trusco Capital Management, Inc. | Alpha Equity Management LLC | ||
December 18, 2007 | Deerfield Triarc Capital Corp. | Deerfield & Company LLC |
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Announcement Date | Acquiror | Target | ||
December 11, 2007 | Affiliated Managers Group, Inc. | BlueMountain Capital Management | ||
December 10, 2007 | Citigroup, Inc. | MetalMark Capital LLC | ||
November 26, 2007 | Skandinaviska Enskilda Banken AB | Key Asset Management Group Limited | ||
November 19, 2007 | Eton Park Capital Management | R6 Capital Management | ||
November 14, 2007 | Morgan Stanley | Traxis Partners LP | ||
November 8, 2007 | Affiliated Managers Group, Inc. | ValueAct Capital | ||
Traditional Asset Management Companies | ||||
February 19, 2010 | Janus Capital Group Inc. | INTECH Investment Management LLC | ||
February 12, 2010 | Hanwha Securities Company Ltd. | Prudential Investment & Securities Co., Ltd. | ||
January 5, 2010 | Aviva PLC | River Road Asset Management, LLC | ||
December 20, 2009 | Piper Jaffray Companies | Advisory Research Holdings, Inc. | ||
December 14, 2009 | Affiliated Managers Group, Inc. | Highbury Financial Inc. | ||
October 19, 2009 | Invesco Ltd. | Morgan Stanley Retail Asset Management | ||
September 30, 2009 | Ameriprise Financial, Inc. | Columbia Management Group, LLC | ||
September 5, 2009 | Pacific Century Group | AIG Investments (American International Group Inc.’s investment advisory and asset management unit) | ||
August 17, 2009 | Macquarie Group Limited | Delaware Management Holdings, Inc. | ||
August 12, 2009 | Bank of New York Mellon Corporation | Insight Investment Management (Global) Limited | ||
July 29, 2009 | The Sumitomo Trust and Banking Company, Limited | Nikko Asset Management Co., Ltd. | ||
June 12, 2009 | BlackRock, Inc. | Barclays Global Investors | ||
May 14, 2009 | Alternative Asset Management Acquisition Corp. | Great American Group, LLC | ||
November 24, 2008 | Windy City Investments Holdings, LLC | Winslow Capital Management, Inc. | ||
August 14, 2008 | Lazard Freres & Co. LLC | Lazard Asset Management LLC | ||
July 14, 2008 | Federated Investors, Inc. | Prudent Bear Fund and Prudent Global Income Fund | ||
July 7, 2008 | Ameriprise Financial, Inc. | J. & W. Seligman & Co. Incorporated | ||
April 16, 2008 | Pharos Capital Group LLC and TPG Capital, L.P. | American Beacon Advisors, Inc. |
Implied Equity Value/LTM EBITDA | ||||||||||||||||
Low | High | Mean | Median | |||||||||||||
Selected Alternative Asset Management Transactions | 8.1 | x | 8.5 | x | 8.3 | x | 8.3 | x | ||||||||
Selected Traditional Asset Management Transactions | 7.0 | x | 17.7 | x | 9.5 | x | 8.1 | x |
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Implied Equity Value/Target AUM | ||||||||||||||||
Low | High | Mean | Median | |||||||||||||
Alternative Asset Management Transactions | 0.6 | % | 16.9 | % | 7.6 | % | 5.3 | % | ||||||||
Traditional Asset Management Transactions | 0.3 | % | 9.7 | % | 2.4 | % | 1.4 | % |
GLG | Implied Price per GLG Share | |||
Implied Equity Value/2010E EBITDA | 7.0x — 10.0x | $1.65 — $2.36 | ||
Implied Equity Value/2011E EBITDA | 7.0x — 10.0x | $3.05 — $4.28 | ||
Implied Equity Value/AUM | 4% — 6% | $2.78 — $4.11 |
One Trading | Five Trading Day | 20 Trading Day | ||||||||||
Day Prior | Average Prior | Average Prior | ||||||||||
Median Purchase Price Premium | 26.7 | % | 24.9 | % | 30.1 | % |
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• | the merger agreement; | |
• | the share exchange agreement; | |
• | certain other agreements entered into by GLG as of May 17, 2010 in connection with the Transactions; | |
• | annual reports to stockholders and Annual Reports onForm 10-K of GLG for the three fiscal years ended December 31, 2007, 2008 and 2009, and annual reports of Man for the three fiscal years ended March 31, 2007, 2008 and 2009; | |
• | the proxy statement of Freedom Acquisition Holdings, Inc. (“Freedom”), dated October 11, 2007, relating to the acquisition by Freedom of GLG Partners LP and certain affiliated entities; | |
• | certain interim reports to stockholders and Quarterly Reports onForm 10-Q of GLG and certain interim reports to stockholders and quarterly reports of Man; | |
• | the prospectus for the convertible notes; | |
• | certain other communications from GLG and Man to their respective stockholders; | |
• | publicly available research analyst reports for GLG and Man; | |
• | certain internal financial analyses and forecasts for GLG prepared by its management, as approved for Goldman Sachs’ use by GLG (the “Forecasts”); and | |
• | certain synergies projected by GLG’s management to result from the Transactions, as approved for Goldman Sachs’ use by GLG (the “Synergies”). |
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Premium of Public, | ||||||||
Exchangeable and | ||||||||
Rollover | ||||||||
GLG Market | Consideration to GLG | |||||||
Capitalization | Market Capitalization | |||||||
($ Millions) | ||||||||
Based on March 25 closing price | 827 | 51 | % | |||||
Highest for twelve months ended May 14 | 1,395 | (11 | )% | |||||
Lowest for twelve months ended May 14 | 798 | 56 | % | |||||
Based on May 14 closing price | 903 | 38 | % |
Enterprise Value(1)as a Percentage or Multiple of: | ||||
Assets Under Management | 7.0 | % | ||
Revenue for twelve months ended March 31, 2010 | 5.5 | x | ||
Estimated 2010 EBITDA | 19.8 | x | ||
Estimated 2011 EBITDA | 10.5 | x |
(1) | Enterprise value calculated net of $7 million cash used to fund self-tender of Warrants at $0.129 per Warrant pursuant to the merger agreement. |
Aggregate Consideration as a Multiple of: | ||||
Estimated 2010 Net Income (as converted)(1) | 22.6 | x | ||
Estimated 2011 Net Income (as converted)(1) | 14.3 | x |
(1) | This assumes all convertible notes had been converted into shares of GLG common stock prior to January 1, 2010. |
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Exchange Ratio | ||||||||
Historical Average | Under Share | |||||||
Exchange Ratio | Exchange Agreement | |||||||
Closing prices on May 14, 2010 | 0.90 | x | 1.0856 | x | ||||
Year-to-date through May 14, 2010 | 0.78 | x | 1.0856 | x | ||||
Three months ended May 14, 2010 | 0.81 | x | 1.0856 | x | ||||
Six months ended May 14, 2010 | 0.73 | x | 1.0856 | x | ||||
Twelve months ended May 14, 2010 | 0.77 | x | 1.0856 | x | ||||
Two years ended May 14, 2010 | 0.76 | x | 1.0856 | x | ||||
November 2, 2007 to May 14, 2010 | 0.84 | x | 1.0856 | x |
Cash Payable | ||||||||
GLG Average | Under Merger | |||||||
Share Price ($) | Agreement ($) | |||||||
Closing price on May 14, 2010 | 2.91 | 4.50 | ||||||
Year-to-date through May 14, 2010 | 3.02 | 4.50 | ||||||
Three months ended May 14, 2010 | 2.99 | 4.50 | ||||||
Six months ended May 14, 2010 | 3.04 | 4.50 | ||||||
Twelve months ended May 14, 2010 | 3.39 | 4.50 | ||||||
November 2, 2007 to May 14, 2010 | 5.76 | 4.50 |
• | European alternative asset managers: |
• | Ashmore Group plc; | |
• | BlueBay Asset Management plc; | |
• | Gartmore Group Limited; and | |
• | Gottex Funds Management Holdings Limited; |
• | North American alternative asset managers: |
• | Fortress Investment Group LLC; | |
• | Och-Ziff Capital Management Group LLC; and | |
• | Sprott Inc.; and |
• | United Kingdom traditional asset managers: |
• | Aberdeen Asset Management plc; | |
• | Henderson Group plc; and | |
• | Schroders plc. |
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• | multiples of equity market capitalization to estimated 2010 and 2011 net income; | |
• | multiples of enterprise value to estimated 2010 and 2011 EBITDA; and | |
• | multiples of enterprise value to assets under management. |
Selected Companies (Including | ||||||||||||||||||
Man and Excluding GLG) | GLG | |||||||||||||||||
Equity Market Capitalization as a Multiple of: | Range | Median | Transaction | March 25 | May 14 | |||||||||||||
2010E Net Income | 7.7x — 16.7x | 13.2 | x | 22.6 | x | 14.6 | x | 15.8 | x | |||||||||
2011E Net Income | 6.5x — 14.0x | 9.6 | x | 14.3 | x | 9.2 | x | 10.0 | x |
Selected Companies (Including | ||||||||||||||||||
Enterprise Value as a Percentage or | Man and Excluding GLG) | GLG | ||||||||||||||||
Multiple of: | Range | Median | Transaction | March 25 | May 14 | |||||||||||||
Assets under Management | 1.1% — 24.9% | 2.4 | % | 7.0 | % | 4.6 | % | 5.2 | % | |||||||||
2010E EBITDA | 5.1x — 11.9x | 8.9 | x | 19.8 | x | 13.1 | x | 14.8 | x | |||||||||
2011E EBITDA | 3.9x — 10.0x | 7.1 | x | 10.5 | x | 6.9 | x | 7.8 | x |
Selected Companies (Including GLG(1) and Excluding Man) | ||||||||||
Equity Market Capitalization as a Multiple of: | Range | Median | Man | |||||||
2010E Net Income | 7.7x — 16.7x | 14.0 | x | 11.2 | x | |||||
2011E Net Income | 6.5x — 14.0x | 10.0 | x | 7.7 | x |
(1) | Multiples for GLG are based on closing price on May 14, 2010. |
Selected Companies (including GLG(1) and Excluding Man) | ||||||||||
Enterprise Value as a Percentage or Multiple of: | Range | Median | Man | |||||||
Assets under Management | 1.1% — 24.9% | 2.4 | % | 8.4 | % | |||||
2010E EBITDA | 6.2x — 14.8x | 9.4 | x | 5.1 | x | |||||
2011E EBITDA | 5.4x — 10.0x | 7.2 | x | 3.9 | x |
(1) | Multiples and percentages for GLG are based on closing price on May 14, 2010. |
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With 25% | With Fully | |||||||
Phased-in Synergies | Phased-in Synergies | |||||||
(Estimated FY 2011) | (Estimated FY 2011) | |||||||
Accretion / (Dilution) (Pre Synergies) | 2.5 | % | 2.5 | % | ||||
Accretion / (Dilution) (Post Synergies) | 4.3 | % | 9.6 | % |
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• | market performance analysis; | |
• | analysis at various prices; | |
• | implied transaction multiples analysis; | |
• | pro forma transaction analysis; and | |
• | selected companies analysis. |
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• | the merger is preferable to other transaction structures for acquiring the outstanding common stock of GLG held by stockholders other than the Selling Stockholders (the “Publicly Held Stock”) and GLG common stock held by the Selling Stockholders not subject to the share exchange because the merger: |
• | enables Man to acquire all of the Publicly Held Stock at the same time; and | |
• | represents an opportunity for GLG’s stockholders (other than the Selling Stockholders, except to the extent such Selling Stockholders acquired shares (i) on the open market prior to the signing of the share exchange agreement or (ii) through conversion of their convertible notes prior to the closing of the merger) to receive fair value in cash for their shares of GLG common stock; and | |
• | the share exchange is preferable to other transaction structures for acquiring the equity interests of the Selling Stockholders not subject to the merger because the share exchange enables: |
• | Man to align the interests of the Selling Stockholders with Man’s shareholders by providing them with Man ordinary shares, which, in turn, also reflect an indirect continuing investment in GLG, as the surviving corporation, in light of the continuing roles which the Individual Principals will have in Man’s business after the merger and the share exchange; and | |
• | Man to offer its ordinary shares as consideration in order to achieve the alignment referred to above pursuant to an exemption from the registration requirements under the Securities Act of 1933, as amended, which we refer to as the “Securities Act”. |
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• | combines two highly complementary businesses, both focused on delivering long-term investment performance; | |
• | strengthens and enhances the flexibility of the GLG platform; | |
• | adds additional distribution and structuring capabilities; | |
• | broadens the range of products and services for GLG’s investing clients; | |
• | deepens infrastructure and capital base; | |
• | preserves GLG’s core investment philosophy and client orientation; and | |
• | allows management (including the Individual Principals) to focus on the business of GLG without the burden or distraction of being a U.S. publicly traded company. |
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• | the current and historical market prices of GLG common stock, including the fact that the $4.50 per share consideration in the merger represents a premium of approximately 55% to the closing price on May 14, 2010 and approximately 41% over the average closing prices for the30-day trading period ending on May 14, 2010, the last trading day prior to the date on which the merger and share exchange were publicly announced; | |
• | the merger consideration is all cash, allowing GLG’s unaffiliated stockholders to immediately realize a certain and fair value for all their shares of GLG common stock; | |
• | the per share consideration in the merger represented a premium of $1 as of the date the proposed merger was publicly announced, over the value of the per share consideration in the share exchange, which premium may not be reduced to less than $0.25 per share on the closing date; | |
• | the merger is not subject to a financing condition, which reduces the execution risk attached to the completion of the merger and thus makes it more likely that the merger will be consummated promptly upon satisfaction of the conditions to the completion of the merger as described in this proxy statement; and | |
• | the merger will provide liquidity for GLG’s unaffiliated stockholders without incurring brokerage and other costs typically associated with market sales. |
• | GLG’s unaffiliated stockholders will receive consideration in the merger in the form of cash in exchange for their shares of GLG common stock and will cease to participate in the future earnings or growth, if any, of GLG or benefit from increases, if any, in the value of GLG following completion of the merger; | |
• | the Selling Stockholders will receive consideration in the share exchange in the form of Man ordinary shares, and will have an indirect continuing investment in GLG, as the surviving corporation, and will participate in the future earnings and growth, if any, of GLGand/or Man and will benefit from increases, if any, in the value of GLGand/or Man following completion of the share exchange; | |
• | the cash consideration to be received by GLG’s unaffiliated stockholders generally will be taxable; and |
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• | there is a risk that conditions to the completion of either the merger or the share exchange may not be satisfied and that, as a result, neither the merger nor the share exchange will be completed. |
• | the GLG Board established the special committee to negotiate with Man, Holdco and Merger Sub, which committee consists of directors who are not officers or employees of GLG or Selling Stockholders, or affiliated with the Selling Stockholders, Man, Holdco or Merger Sub. Man, Holdco and Merger Sub believe that the special committee was therefore able to negotiate a merger agreement, which the special committee believes to be fair to, and in the best interests of, GLG’s stockholders (other than the Selling Stockholders) without the potential conflicts of interest that the foregoing relationships otherwise would have presented; | |
• | the special committee retained its own legal advisors, Winston & Strawn LLP and Abrams & Bayliss LLP, which in the special committee’s view had no relationship that would compromise its independence; | |
• | the special committee retained its own financial advisor, Moelis & Company LLC, which, in the special committee’s view, had no relationship that would compromise its independence; | |
• | the special committee had the authority to reject the merger and the share exchange; | |
• | the special committee unanimously (i) determined that (1) it is in the best interests of GLG and its stockholders for GLG to enter into the merger agreement, and (2) the transactions contemplated by the merger agreement, including the merger, the share exchange agreement and the voting and support agreement are advisable and fair to GLG and its unaffiliated stockholders, (ii) approved the waiver of the restrictions on transfer applicable to shares of capital stock of GLG held by the Selling Stockholders under the GLG Shareholders Agreement, and (iii) recommended that the GLG Board (1) determine it is in the best interests of GLG and its stockholders for GLG to enter into the merger agreement, (2) authorize and approve the execution, delivery and performance by GLG of the merger agreement (subject to the Minority Stockholder Approval), (3) waive the restrictions on transfer applicable to shares of GLG capital stock held by the Selling Stockholders under the GLG Shareholders Agreement, as requested by the Selling Stockholders, (4) approve the share exchange agreement and the consummation of the transactions contemplated thereby, (5) submit the adoption of the merger agreement to a vote at a special meeting of GLG stockholders called for that purpose, and (6) recommend that stockholders of GLG vote to adopt the merger agreement at the special meeting; | |
• | the merger consideration and other terms and conditions of the merger agreement were the result of extensive negotiations between Man and the special committee and their respective independent legal and financial advisors; | |
• | Man did not participate in, or have any influence over, the conclusions reached by the special committee or the negotiating positions of the special committee; | |
• | the members of the special committee have no financial interest in the merger that is different from that of GLG unaffiliated stockholders, other than as follows; |
• | pursuant to the terms of the merger agreement, GLG is required to use reasonable best efforts to launch a tender offer to purchase all of its outstanding warrants to purchase shares of GLG common stock, including warrants held by certain directors who are members of the special committee; | |
• | indemnification and directors’ and officers’ liability insurance coverage will continue to be provided by the surviving corporation in the merger to the directors who are members of the special committee; and | |
• | compensation will be paid to the directors serving on the special committee; |
• | GLG did not enter into any exclusivity arrangements with Man, Holdco and Merger Sub prior to the signing of the merger agreement; | |
• | the special committee received from Moelis an oral opinion, subsequently confirmed by delivery of a written opinion dated May 16, 2010 to the effect that, as of that date and based upon and subject to the limitations and qualifications set forth therein, the consideration of $4.50 per share in cash to be received by GLG |
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stockholders (other than the Selling Stockholders) in the merger was fair from a financial point of view to such stockholders other than the Selling Stockholders; and |
• | GLG’s Board received an oral opinion, which was subsequently delivered in writing, from Goldman Sachs International, that, as of May 17, 2010 and based upon and subject to the factors and assumptions set forth in its written opinion, the Aggregate Consideration to be paid to holders (other than Man and its affiliates) of shares of GLG common stock, FA Sub 2 exchangeable shares and convertible notes pursuant to the share exchange agreement and the merger agreement was fair from a financial point of view to such holders. |
• | the merger agreement provides for a nonwaivable condition that the merger agreement be adopted not only by the holders of a majority of the outstanding shares of GLG common stock and preferred stock, voting as a single class, but also by the holders of a majority of the outstanding shares of GLG common stock (other than the Selling Stockholders and their affiliates, Man and its affiliates, GLG and its affiliates (other than the directors who are members of the special committee) and employees of GLG); | |
• | GLG’s and the Selling Stockholders’ ability, under certain circumstances, to provide information to,and/or participate in discussions or negotiations with, third parties regarding other proposals; | |
• | GLG’s ability, under certain circumstances, to terminate the merger agreement in order to enter into a definitive agreement related to a superior proposal, subject to paying a termination fee of $48 million (equal to approximately 3% of the equity value of the merger and the share exchange); | |
• | the termination of the Selling Stockholders’ agreement to vote in favor of the adoption of the merger agreement and against other takeover proposals upon any termination of the merger agreement by GLG to accept a superior proposal, thus permitting the Selling Stockholders to support any such superior proposal; and | |
• | the availability of appraisal rights to GLG stockholders who comply with all of the required procedures under Delaware law for exercising appraisal rights, which allow such stockholders to seek appraisal of the fair value of their stock as determined by the Court of Chancery of the State of Delaware. |
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• | reviewed certain publicly available financial statements and other business and financial information with respect to Man and GLG, including research analyst reports; | |
• | reviewed certain publicly available financial forecasts relating to Man and GLG; | |
• | discussed the past and current business, operations, financial condition and prospects of Man, including information relating to certain strategic, financial and operational benefits anticipated from the merger and the share exchange, with senior executives of Man; | |
• | reviewed the pro forma financial impact of, among other things, the merger and the share exchange on the future financial performance of Man, including the potential impact on Man’s estimated earnings per share and regulatory capital position; |
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• | compared the financial performance of Man and GLG with that of certain publicly-traded companies which it believed to be generally relevant; | |
• | reviewed the historical trading prices and trading activity for shares of Man ordinary shares and GLG common stock, and compared such price and trading activity of Man ordinary shares and shares of GLG common stock with that of securities of certain publicly-traded companies which it believed to be generally relevant; | |
• | reviewed drafts of the merger agreement and the share exchange agreement; and | |
• | conducted such other financial studies, analyses and investigations, and considered such other factors, as it deemed appropriate. |
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• | Och-Ziff Capital Management Group LLC | |
• | Ashmore Group plc | |
• | BlueBay Asset Management plc |
• | enterprise value (“EV”) as a multiple of EBITDA for the year ended March 31, 2009 and estimated EBITDA for the years ending March 31, 2010 and 2011; | |
• | price per share as a multiple of earnings per share (“EPS”) for the year ended March 31, 2009 and estimated EPS for the years ending March 31, 2010 and 2011; and | |
• | EV as a multiple of assets under management (“AUM”). |
EV-to-EBITDA | Price-to-EPS | |||||||||||||||||||||||||||||||||||
Company | EV | AUM | Mar-09 A | Mar-10 E | Mar-11 E | Mar-09 A | Mar-10 E | Mar-11 E | EV/AUM | |||||||||||||||||||||||||||
(Millions) | (Billions) | |||||||||||||||||||||||||||||||||||
Man | $ | 4,333 | $ | 42.4 | 3.9x | 6.9x | 5.0x | 6.3x | 13.0x | 9.0x | 10.2 | % | ||||||||||||||||||||||||
Och-Ziff Capital Management | $ | 5,611 | $ | 23.5 | 14.5x | 10.4x | 8.5x | 18.1x | 13.5x | 12.4x | 23.9 | % | ||||||||||||||||||||||||
Ashmore Group plc | $ | 2,362 | $ | 31.6 | 9.3x | 9.1x | 7.7x | 14.2x | 14.0x | 12.1x | 7.5 | % | ||||||||||||||||||||||||
BlueBay Asset Management plc | $ | 1,025 | $ | 34.3 | 12.2x | 8.6x | 6.7x | 21.7x | 14.4x | 11.5x | 3.0 | % | ||||||||||||||||||||||||
GLG | $ | 1,285 | $ | 22.2 | 33.9x | 9.4x | 6.4x | 8.0x | n/m | 12.9x | 5.8 | % |
Man | GLG | |||||||
AUM | 66 | % | 34 | % | ||||
Market capitalization | 88 | % | 12 | % | ||||
EV | 77 | % | 23 | % | ||||
2010E Revenue | 79 | % | 21 | % | ||||
2011E Revenue | 77 | % | 23 | % | ||||
2012E Revenue | 76 | % | 24 | % | ||||
2010E EBITDA | 98 | % | 2 | % | ||||
2011E EBITDA | 89 | % | 11 | % | ||||
2012E EBITDA | 88 | % | 12 | % | ||||
2010E Net Income | n/m* | n/m* | ||||||
2011E Net Income | 91 | % | 9 | % | ||||
2012E Net Income | 88 | % | 12 | % |
* | The net income forecast used for GLG for this time period was negative. |
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• | a range from 12.3% dilution assuming a 50% premium and 100% equity consideration to 7.9% accretion assuming a (10%) premium and 0% equity consideration for the year ending March 31, 2011; and | |
• | a range from 9.8% dilution assuming a 50% premium and 100% equity consideration to 11.4% accretion assuming a (10%) premium and 0% equity consideration for the year ending March 31, 2012. |
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• | a range from 3.0% accretion assuming a 60% premium and $0 in synergies to 7.4% accretion assuming a (10%) premium and $50 million in synergies for the year ending March 31, 2011; and | |
• | a range from 5.6% accretion assuming a 60% premium and $0 in synergies to 11.2% accretion assuming a (10%) premium and $50 million in synergies for the year ending March 31, 2012; and |
• | a range from 3.2% accretion assuming a 50% premium for the Selling Stockholders and a 60% premium for the other GLG stockholders to 8.0% accretion assuming a (10%) premium for both the Selling Stockholders and the other GLG stockholders for the year ending March 31, 2011; and | |
• | a range from 7.1% accretion assuming a 50% premium for the Selling Stockholders and a 60% premium for the other GLG stockholders to 11.9% accretion assuming a (10%) premium for both the Selling Stockholders and the other GLG stockholders for the year ending March 31, 2012. |
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• | EV as a multiple of estimated EBITDA for the year ending March 31, 2012; and | |
• | price per share as a multiple of estimated EPS for the year ending March 31, 2012. |
EV-to-EBITDA | Price-to-EPS | |||||||||||||||||||||||||||||||||||||||||||
Company | EV | AUM | Mar-09A | Mar-10E | Mar-11E | Mar-12 E | Mar-09 A | Mar-10 E | Mar-11 E | Mar-12 E | EV/AUM | |||||||||||||||||||||||||||||||||
(Millions) | (Billions) | |||||||||||||||||||||||||||||||||||||||||||
Man | $ | 4,556 | $ | 39.1 | 4.1 | x | 8.6 | x | 6.8 | x | 5.0 | x | 6.5 | x | 14.2 | x | 11.3 | x | 8.0 | x | 11.7 | % | ||||||||||||||||||||||
Och-Ziff Capital | $ | 6,838 | $ | 25.3 | 17.7 | x | 12.7 | x | 10.4 | x | 8.6 | x | 18.8 | x | 12.4 | x | 10.9 | x | n.a | 27.0 | % | |||||||||||||||||||||||
Management Group LLC | ||||||||||||||||||||||||||||||||||||||||||||
Ashmore Group plc | $ | 2,625 | $ | 33.0 | 9.8 | x | 9.5 | x | 8.3 | x | 7.1 | x | 14.3 | x | 14.1 | x | 12.3 | x | 10.8 | x | 8.0 | % | ||||||||||||||||||||||
BlueBay Asset | $ | 1,041 | $ | 37.0 | 13.3 | x | 9.2 | x | 7.6 | x | n.a | 20.9 | x | 13.7 | x | 11.0 | x | 10.1 | x | 2.8 | % | |||||||||||||||||||||||
Management plc | ||||||||||||||||||||||||||||||||||||||||||||
GLG | $ | 1,449 | $ | 22.2 | 10.3 | x | n/m | 13.2 | x | 9.2 | x | 9.6 | x | n/m | 15.5 | x | 9.4 | x | 6.5 | % |
EV-to-EBITDA | Price-to-EPS | |||||||||||||||||||||||||||||||||||
Mar-09A | Mar-10E | Mar-11E | Mar-12 E | Mar-09 A | Mar-10 E | Mar-11 E | Mar-12 E | EV/AUM | ||||||||||||||||||||||||||||
Maximum | 17.7 | x | 12.7 | x | 13.2 | x | 9.2 | x | 20.9 | x | 14.2 | x | 15.5 | x | 10.8 | x | 27.0 | % | ||||||||||||||||||
Mean | 11.0 | x | 10.0 | x | 9.2 | x | 7.5 | x | 14.0 | x | 13.6 | x | 12.2 | x | 9.6 | x | 11.2 | % | ||||||||||||||||||
Median | 10.3 | x | 9.4 | x | 8.3 | x | 7.9 | x | 14.3 | x | 13.9 | x | 11.3 | x | 9.8 | x | 8.0 | % | ||||||||||||||||||
Minimum | 4.1 | x | 8.6 | x | 6.8 | x | 5.0 | x | 6.5 | x | 12.4 | x | 10.9 | x | 8.0 | x | 2.8 | % |
• | Invesco Ltd. | |
• | Schroders PLC | |
• | Aberdeen Asset Management PLC | |
• | Henderson Group plc | |
• | Gartmore Group Limited | |
• | F&C Asset Management PLC |
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• | EV as a multiple of estimated EBITDA for the years ending December 31, 2010, 2011 and 2012; | |
• | price per share as a multiple of estimated EPS for the years ending December 31, 2010, 2011 and 2012; and | |
• | EV as a multiple of AUM. |
EV-to-EBITDA | Price-to-EPS | |||||||||||||||||||||||||||||||||||
Company | EV | AUM | Dec-10 E | Dec-11 E | Dec-12 E | Dec-10 E | Dec-11 E | Dec-12 E | EV/AUM | |||||||||||||||||||||||||||
(Millions) | (Billions) | |||||||||||||||||||||||||||||||||||
Invesco Ltd. | £ | 6,712 | £ | 338 | 7.9 | x | 5.5 | x | 5.5 | x | 18.1 | x | 14.3 | x | 12.8 | x | 2.0 | % | ||||||||||||||||||
Schroders PLC | £ | 2,566 | £ | 148 | 8.8 | x | 7.1 | x | 6.4 | x | 17.4 | x | 14.2 | x | 12.2 | x | 1.7 | % | ||||||||||||||||||
Aberdeen Asset | £ | 1,734 | £ | 161 | 9.0 | x | 7.6 | x | 6.7 | x | 12.3 | x | 10.6 | x | 9.3 | x | 1.1 | % | ||||||||||||||||||
Management PLC | ||||||||||||||||||||||||||||||||||||
Henderson Group plc | £ | 1,285 | £ | 58 | 11.8 | x | 10.3 | x | 9.3 | x | 15.4 | x | 13.3 | x | 11.6 | x | 2.2 | % | ||||||||||||||||||
Gartmore Group Limited | £ | 655 | £ | 22 | 7.4 | x | 6.5 | x | 5.7 | x | 7.5 | x | 6.2 | x | 5.5 | x | 2.9 | % | ||||||||||||||||||
F&C Asset | £ | 446 | £ | 106 | 6.1 | x | 5.5 | x | 5.7 | x | 9.6 | x | 7.9 | x | 7.2 | x | 0.4 | % | ||||||||||||||||||
Management PLC | ||||||||||||||||||||||||||||||||||||
Mean | 8.5 | x | 7.1 | x | 6.5 | x | 13.4 | x | 11.1 | x | 9.8 | x | 1.7 | % |
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• | price to estimated EPS multiples (excluding synergies) of 15.4x to 23.3x for the year ending March 31, 2011 and 9.8x to 14.9x for the year ending March 31, 2012; and | |
• | price to estimated EPS multiples (including $25 million in pre-tax synergies in 2011 and $50 million in pre-tax synergies in 2012) of 12.4x to 18.7x for the year ending March 31, 2011 and 7.5x to 11.3x for the year ending March 31, 2012. |
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AUM Growth | ||||||||||||||||||||||||||||||||
10% | 20% | |||||||||||||||||||||||||||||||
SCENARIO | 1 | 2 | 3 | 4 | 1 | 2 | 3 | 4 | ||||||||||||||||||||||||
($ in millions) | ||||||||||||||||||||||||||||||||
Gross Performance | 20 | % | 15 | % | 10 | % | 0 | % | 20 | % | 15 | % | 10 | % | 0 | % | ||||||||||||||||
Net Performance | 17 | % | 13 | % | 8 | % | (1 | )% | 18 | % | 13 | % | 8 | % | (1 | )% | ||||||||||||||||
Opening Net AUM | $ | 22,284 | $ | 22,284 | $ | 22,284 | $ | 22,284 | $ | 22,284 | $ | 22,284 | $ | 22,284 | $ | 22,284 | ||||||||||||||||
Net Inflows | 1,801 | 1,759 | 1,717 | 1,627 | 3,821 | 3,736 | 3,647 | 3,467 | ||||||||||||||||||||||||
Net Performance | 3,832 | 2,815 | 1,790 | (280 | ) | 3,986 | 2,926 | 1,860 | (292 | ) | ||||||||||||||||||||||
Closing Net AUM | 27,917 | 26,858 | 25,791 | 23,631 | 30,091 | 28,946 | 27,791 | 25,459 | ||||||||||||||||||||||||
Average Net AUM | 24,931 | 24,437 | 23,932 | 22,893 | 25,849 | 25,328 | 24,798 | 23,704 | ||||||||||||||||||||||||
EBITDA | $ | 95.8 | $ | 68.5 | $ | 43.8 | $ | 2.4 | $ | 106.3 | $ | 77.4 | $ | 50.7 | $ | 6.1 | ||||||||||||||||
Non-GAAP Adjusted Net Income | 59.5 | 38.4 | 19.4 | (12.5 | ) | 67.6 | 45.3 | 24.7 | (9.6 | ) | ||||||||||||||||||||||
Adjusted Non-GAAP Adjusted Net Income | 70.9 | 49.8 | 30.8 | (12.5 | ) | 79 | 56.7 | 36.2 | (9.6 | ) | ||||||||||||||||||||||
Adjusted EPS | 0.19 | 0.13 | 0.08 | (0.04 | ) | 0.21 | 0.15 | 0.1 | (0.03 | ) | ||||||||||||||||||||||
Key Ratios | ||||||||||||||||||||||||||||||||
Management & Administration Fee Yield | 0.86 | % | 0.86 | % | 0.86 | % | 0.87 | % | 0.86 | % | 0.86 | % | 0.86 | % | 0.87 | % | ||||||||||||||||
Compensation Ratio | 55 | % | 55 | % | 55 | % | 55 | % | 55 | % | 55 | % | 55 | % | 55 | % |
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2010 | ||||||||||||||||||||
Q1 | Q2 | Q3 | Q4 | FY | ||||||||||||||||
($ in millions) | ||||||||||||||||||||
Opening AUM | $ | 22,284 | $ | 23,535 | $ | 25,201 | $ | 26,962 | $ | 22,284 | ||||||||||
Net Inflows | 596 | 962 | 1,007 | 1,171 | 3,736 | |||||||||||||||
Net Performance | 655 | 704 | 755 | 812 | 2,926 | |||||||||||||||
FX | 0 | 0 | 0 | 0 | 0 | |||||||||||||||
Closing Net AUM | 23,535 | 25,201 | 26,962 | 28,945 | 28,946 | |||||||||||||||
Average Net AUM | 22,910 | 24,368 | 26,082 | 27,954 | 25,328 | |||||||||||||||
Q1 | Q2 | Q3 | Q4 | FY | ||||||||||||||||
($ in thousands) | ||||||||||||||||||||
Revenues | ||||||||||||||||||||
Management & Administration Fees | $ | 49,147 | $ | 52,546 | $ | 56,025 | $ | 59,829 | $ | 217,547 | ||||||||||
Performance Fees | 2,000 | 71,526 | 2,000 | 100,642 | 176,168 | |||||||||||||||
Other Revenues | 750 | 1,000 | 1,000 | 1,000 | 3,750 | |||||||||||||||
Total Revenues | 51,897 | 125,072 | 59,025 | 161,471 | 397,465 | |||||||||||||||
Expenses | ||||||||||||||||||||
Compensation(1) | (33,737 | ) | (65,411 | ) | (38,308 | ) | (81,149 | ) | (218,606 | ) | ||||||||||
G&A | (25,261 | ) | (25,444 | ) | (25,354 | ) | (25,357 | ) | (101,416 | ) | ||||||||||
Total Expenses | (58,998 | ) | (90,855 | ) | (63,662 | ) | (106,506 | ) | (320,022 | ) | ||||||||||
EBITDA | (7,101 | ) | 34,217 | (4,637 | ) | 54,965 | 77,443 | |||||||||||||
Depreciation | (1,125 | ) | (1,125 | ) | (1,125 | ) | (1,125 | ) | (4,500 | ) | ||||||||||
Net Interest Expense | (3,486 | ) | (3,502 | ) | (3,539 | ) | (3,555 | ) | (14,082 | ) | ||||||||||
Profit before tax | (11,712 | ) | 29,590 | (9,301 | ) | 50,285 | 58,861 | |||||||||||||
Effective taxes | 1,523 | (6,806 | ) | 1,209 | (9,463 | ) | (13,537 | ) | ||||||||||||
Non-GAAP Adjusted Net Income | (10,189 | ) | 22,784 | (8,092 | ) | 40,822 | 45,324 | |||||||||||||
Convertible Debt — finance charge | — | 2,856 | — | 2,856 | 11,425 | |||||||||||||||
Adjusted Non-GAAP Adjusted Net | (10,189 | ) | 25,640 | (8,092 | ) | 43,678 | 56,749 | |||||||||||||
income | ||||||||||||||||||||
Q1 | Q2 | Q3 | Q4 | FY | ||||||||||||||||
Key Financial Metrics | ||||||||||||||||||||
Average diluted shares (in thousands | 310,000 | 370,000 | 310,000 | 370,000 | 370,000 | |||||||||||||||
EPS(2) | $ | (0.03 | ) | $ | 0.07 | $ | (0.03 | ) | $ | 0.12 | $ | 0.15 | ||||||||
Management & Administration fee yield | 0.87 | % | 0.86 | % | 0.85 | % | 0.85 | % | 0.86 | % | ||||||||||
Compensation ratio | 65 | % | 52 | % | 65 | % | 50 | % | 55 | % | ||||||||||
Effective tax rate | 13.0 | % | 23.0 | % | 13.0 | % | 18.8 | % | 23.0 | % |
(1) | Excludes Acquisition-related compensation expense. | |
(2) | Estimated average diluted share count for Q2, Q4 and full year 2010 includes shares associated with the convertible notes however average diluted share count for Q1 and Q3 excludes the shares associated with the convertible notes as including them would have an anti-dilutive effect during the period. |
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2010 | ||||||||||||||||||||
Q1 Actual | Q2 (E) | Q3 (E) | Q4 (E) | FY (E) | ||||||||||||||||
($ in millions) | ||||||||||||||||||||
Opening AUM | $ | 22 175 | $ | 23,667 | $ | 25,078 | $ | 26,660 | $ | 22,175 | ||||||||||
Net Inflows | 953 | 786 | 918 | 1,065 | 3,722 | |||||||||||||||
Net Performance | 1,292 | 625 | 664 | 702 | 3,283 | |||||||||||||||
FX | (753 | ) | — | — | — | (753 | ) | |||||||||||||
Closing Net AUM | 23,667 | 25,078 | 26,660 | 28,427 | 28,427 | |||||||||||||||
Average New AUM | 22,921 | 24,373 | 25,869 | 27,544 | 25,177 | |||||||||||||||
Q1 Actual | Q2 (E) | Q3 (E) | Q4 (E) | FY (E) | ||||||||||||||||
($ in thousands) | ||||||||||||||||||||
Revenues | ||||||||||||||||||||
Management & Administration Fees | $ | 50,021 | $ | 54,000 | $ | 57,000 | $ | 61,000 | $ | 222,021 | ||||||||||
Performance Fees | 2,717 | 75,000 | 1,000 | 100,000 | 178,717 | |||||||||||||||
Other Revenues | 982 | 500 | 500 | 500 | 2,482 | |||||||||||||||
Total Revenues | 53,720 | 129,500 | 58,500 | 161,500 | 403,220 | |||||||||||||||
Expenses | ||||||||||||||||||||
Compensation(1) | (34,933 | ) | (73,000 | ) | (38,000 | ) | (86,000 | ) | (231,933 | ) | ||||||||||
General and administrative costs | (23,101 | ) | (24,500 | ) | (24,750 | ) | (25,500 | ) | (97,851 | ) | ||||||||||
Sublease — Exceptional Expense | (4,092 | ) | — | — | — | (4,092 | ) | |||||||||||||
Fair value movement in trading securities | 477 | — | — | — | 477 | |||||||||||||||
Total Expenses | (61,649 | ) | (97,500 | ) | (62,750 | ) | (111,500 | ) | (333,399 | ) | ||||||||||
EBITDA | (7,929 | ) | 32,000 | (4,250 | ) | 50,000 | 69,821 | |||||||||||||
Depreciation | (886 | ) | (1,125 | ) | (1,125 | ) | (1,125 | ) | (4,261 | ) | ||||||||||
Net Interest Expense | (3,046 | ) | (3,500 | ) | (3,500 | ) | (3,600 | ) | (13,646 | ) | ||||||||||
Profit before tax | (11,861 | ) | 27,375 | (8,875 | ) | 45,275 | 51,914 | |||||||||||||
Effective taxes | 8,807 | (6,296 | ) | 1,154 | (9,055 | ) | (5,390 | ) | ||||||||||||
Non-GAAP Adjusted Net Income | (3,054 | ) | 21,079 | (7,721 | ) | 36,220 | 46,524 | |||||||||||||
Q1 Actual | Q2 (E) | Q3 (E) | Q4 (E) | FY (E) | ||||||||||||||||
Key Financial Metrics | ||||||||||||||||||||
Average diluted shares (in thousands) | 305,000 | 370,000 | 305,000 | 370,000 | 370,000 | |||||||||||||||
EPS(2) | $ | (0.01 | ) | $ | 0.06 | $ | (0.03 | ) | $ | 0.11 | $ | 0.16 | ||||||||
Management & Administration fee yield | 0.87 | % | 0.89 | % | 0.88 | % | 0.89 | % | 0.88 | % | ||||||||||
Compensation ratio | 65 | % | 56 | % | 65 | % | 53 | % | 58 | % | ||||||||||
Effective tax rate | 74.3 | % | 23.0 | % | 13.0 | % | 20.0 | % | 10.4 | % |
(1) | Excludes Acquisition-related compensation expense. | |
(2) | Estimated average diluted share count for Q2, Q4 and full year 2010 includes shares associated with the convertible notes however average diluted share count for Q1 and Q3 excludes the shares associated with the convertible notes as including them would have an anti-dilutive effect during the period. |
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(In millions, except per share amounts) | 2010E | 2011E | ||||||
Revenues | $ | 413 | $ | 536 | ||||
Expenses | (326 | ) | (374 | ) | ||||
Cost/Income Ratio | 78.8 | % | 69.8 | % | ||||
EBITDA | $ | 88 | $ | 162 | ||||
Depreciation & Amortization | $ | (4 | ) | $ | (5 | ) | ||
Interest Expense | (14 | ) | (21 | ) | ||||
EBT | $ | 70 | $ | 137 | ||||
Income Tax | (7 | ) | (34 | ) | ||||
Net Income | $ | 63 | $ | 102 | ||||
Shares Outstanding, Fully diluted | 372 | 372 | ||||||
EPS, Fully Diluted | $ | 0.19 | $ | 0.30 |
(In millions, except per share amounts) | 2010E | 2011E | ||||||
Revenues | $ | 406 | $ | 536 | ||||
Expenses | (322 | ) | (378 | ) | ||||
Cost/Income Ratio | 79 | % | 71 | % | ||||
EBITDA | $ | 84 | $ | 158 | ||||
Depreciation & Amortization | $ | (4 | ) | $ | (5 | ) | ||
Interest Expense | (14 | ) | (21 | ) | ||||
ow/ Convertible Interest Expense | (11 | ) | (11 | ) | ||||
Profit Before Tax | 66 | 133 | ||||||
Tax Expense | (6 | ) | (33 | ) | ||||
Net Income | $ | 60 | $ | 100 | ||||
Net Income (As Converted) | 68 | 108 | ||||||
Basic Number of Shares | 310.1 | 310.1 | ||||||
Basic EPS | $ | 0.19 | $ | 0.32 | ||||
Fully Diluted Number of Shares (As Converted) | 371.6 | 371.6 | ||||||
Fully Diluted EPS (As Converted) | $ | 0.18 | $ | 0.29 |
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• | in favor of the Merger Proposal; | |
• | against any alternative takeover proposal involving 15% or more of our consolidated assets or to which 15% or more of our revenues or earnings on a consolidated basis are attributable, acquisition of beneficial ownership of 15% or more of our outstanding common stock, a tender offer or exchange offer that if consummated would result in any third party owning 15% or more of our outstanding common stock or merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving us, in each case other than the merger agreement, the transactions contemplated by the merger agreement, the voting and support agreement and the share exchange agreement; and | |
• | against any agreement (including, without limitation, any amendment of any agreement), amendment of our organizational documents or other action that is intended or could reasonably be expected to prevent, impede, interfere with, delay, postpone or discourage the consummation of the merger. |
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• | $10 million aggregate principal amount of our convertibles notes, held by TOMS, an affiliate of the Gottesman GLG Trust established for the benefit of beneficiaries of such trust, which are convertible into 2,688,172 shares of our common stock. | |
• | $15 million aggregate principal amount of our convertibles notes, held by Point Pleasant Ventures Ltd., an affiliate of the Lagrange GLG Trust established for the benefit of beneficiaries of such trust, which are convertible into 4,032,258 shares of our common stock. | |
• | $5 million aggregate principal amount of our convertibles notes, held by Jackson Holding Services Inc., an affiliate of the Roman GLG Trust established for the benefit of beneficiaries of such trust, which are convertible into 1,344,086 shares of our common stock. |
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Value of Unvested | ||||||||
Restricted Share Awards | ||||||||
Aggregate Number of | (Based on Merger | |||||||
Unvested Restricted | Consideration of $4.50 | |||||||
Name | Stock Awards | per Share) | ||||||
Alejandro San Miguel | 276,253 | $ | 1,243,139 | |||||
Jeffrey M. Rojek | 267,820 | 1,205,190 | ||||||
Simon White | 27,133 | 122,099 | ||||||
Martin E. Franklin | 244,788 | 1,101,546 | ||||||
Ian G.H. Ashken | 48,860 | 219,870 | ||||||
James N. Hauslein | 40,717 | 183,227 | ||||||
William P. Lauder | 40,717 | 183,227 | ||||||
Leslie J. Schreyer | 402,831 | 1,812,740 |
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• | a citizen or individual resident of the United States; | |
• | a corporation, or other entity treated as a corporation for U.S. federal income tax purposes, created in or under the laws of the United States or of any state (including the District of Columbia); | |
• | an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or | |
• | a trust, if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or a trust that has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a U.S. person. |
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• | The gain is effectively connected with anon-U.S. holder’s conduct of a trade or business within the United States and, if a tax treaty applies, the gain is attributable to anon-U.S. holder’s U.S. permanent establishment. In such case, thenon-U.S. holder will, unless an applicable tax treaty provides otherwise, generally be taxed on its net gain derived from the merger at regular graduated U.S. federal income tax rates, and in the case of a foreign corporation, may also be subject to the branch profits tax; or | |
• | Anon-U.S. holder who is an individual holds GLG common stock as a capital asset, is present in the United States for 183 or more days in the taxable year of the merger, and certain other conditions are met. In such a case, thenon-U.S. holder will be subject to a flat 30% tax on the gain derived from the merger, which may be offset by certain U.S. capital losses. |
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Description | Amount to be Paid | |||
SEC filing fee | $ | 102,704 | ||
Printing, proxy solicitation and mailing expenses | 1,100,000 | |||
Legal, accounting and other advisory fees | 7,900,000 | |||
Financial advisor fees | 9,000,000 | |||
Miscellaneous | 397,296 | |||
Total | $ | 18,500,000 | ||
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• | failure to satisfy the conditions of the pending merger, including failure to obtain the required approvals of GLG’s and Man’s stockholders by the requisite vote, including the Minority Stockholder Approval; | |
• | the costs and expenses associated with the pending merger; | |
• | contractual restrictions on the conduct of our business included in the merger agreement; | |
• | the potential loss of key personnel, disruption of our business or any impact on our relationships with third parties as a result of the pending merger; | |
• | any delay in consummating the proposed merger or the failure to consummate the transaction; | |
• | the outcome of, or expenses associated with, any litigation which may arise in connection with the pending merger, including the purported class action suits filed to date; | |
• | the volatility in the financial markets; | |
• | our financial performance; | |
• | market conditions for the investment funds and managed accounts we manage; | |
• | performance of the investment funds and managed accounts we manage, the related performance fees and the associated impacts on revenues, net income, cash flows and fund inflows/outflows; | |
• | the impact of net inflows on our mix of assets under management and the associated impacts on revenues; | |
• | the cost of retaining our key investment and other personnel or the loss of such key personnel; | |
• | risks associated with the expansion of our business in size and geographically; | |
• | operational risk, including counterparty risk; | |
• | litigation and regulatory enforcement risks, including the diversion of management time and attention and the additional costs and demands on our resources; | |
• | risks associated with the use of leverage, investment in derivatives, availability of credit, interest rates and currency fluctuations, |
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• | Internet. You may submit a proxy to vote on the Internet up until 11:59 p.m. Eastern Time on September , 2010 by going to the website for Internet voting on your proxy card (www.proxyvote.com) and following the instructions on your screen. Have your proxy card available when you access the web page. If you vote by the Internet, you should not return your proxy card. | |
• | Telephone. You may submit a proxy to vote by telephone by calling the toll-free telephone number on your proxy card, 24 hours a day and up until 11:59 p.m. Eastern Time on September , 2010, and following the prerecorded instructions. Have your proxy card available when you call. If you vote by telephone, you should not return your proxy card. | |
• | Mail. You may submit a proxy to vote by mail by marking the enclosed proxy card, dating and signing it, and returning it in the postage-paid envelope provided, or to GLG Partners, Inc.,c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 as long as your proxy card is received by September , 2010. If you own shares in various registered forms, such as jointly with your spouse, as trustee of a trust or as custodian for a minor, you will receive, and will need to sign and return, a separate proxy card for those shares because they are held in a different form of record ownership. Shares held by a corporation or business entity must be voted by an authorized officer of the entity. | |
• | In Person. You may vote your shares in person by attending the special meeting and submitting your vote at the meeting. |
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• | delivering a written notice of revocation to the Secretary of GLG; | |
• | casting a later vote using the Internet or telephone voting procedures; | |
• | submitting a properly signed proxy card with a later date; or | |
• | voting in person at the special meeting. |
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• | the Selling Stockholders; | |
• | Man and its affiliates; | |
• | GLG and its affiliates (other than directors on the special committee); and | |
• | employees of GLG. |
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• | shares owned by Man or Merger Sub (including the shares acquired from the Selling Stockholders in the share exchange), us (including treasury shares) or certain of our wholly owned subsidiaries will be automatically cancelled without payment of any consideration; | |
• | shares of our preferred stock will be automatically cancelled without payment of any consideration; | |
• | shares held by any of our stockholders who did not vote in favor of the merger and are entitled to and who have properly exercised and not withdrawn a demand for, or lost their right to, appraisal rights under the DGCL will have the right to receive the payment described under “— Appraisal Rights” below; and | |
• | restricted shares issued under our stock and incentive plans, and other awards under our stock and incentive plans representing a right to receive shares of our common stock upon satisfaction of vesting conditions, will have the treatments described under “— Treatment of Equity Awards” below. |
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• | due organization, corporate power to own and lease properties and assets and to carry on our business as presently conducted, good standing, and qualification; | |
• | our capitalization and certain related matters; | |
• | our corporate authority to enter into, and carry out the obligations under, the merger agreement and to consummate the transactions contemplated by the merger agreement and voting and support agreement, and enforceability of the merger agreement; | |
• | board of directors and special committee approvals and recommendations of the merger agreement, and approvals of the voting and support agreement and the share exchange agreement; | |
• | the absence of violations of, conflicts with, or defaults under, our organizational documents or those of our subsidiaries, applicable laws and other contracts as a result of the merger transaction and the share exchange transactions; | |
• | required regulatory filings and the absence of other required governmental consents and approvals; | |
• | the accuracy of information supplied by us for the proxy statement or proxy solicitation materials, or supplied by us to Man for its shareholder circular or prospectus; | |
• | the absence of brokers’ and finders’ fees in connection with the merger transaction, other than those of certain specified financial advisors; |
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• | receipt by the special committee and our board of directors of fairness opinions of their separate financial advisors; | |
• | our ownership of the capital stock or other equity interests in our subsidiaries, the capitalization of our subsidiaries, and the qualification and good standing of our subsidiaries; | |
• | our filings with the SEC, our financial statements, the absence of certain undisclosed liabilities, and our maintenance of disclosure controls and procedures; | |
• | the conduct of our business (including of our subsidiaries) in the ordinary course of business consistent with past practice since March 31, 2010; | |
• | the absence of any change, development, occurrence, event or state of facts since March 31, 2010 that constitutes a Company Material Adverse Effect; | |
• | litigation and other legal proceedings; | |
• | compliance by us, our subsidiaries and funds managed by us or our subsidiaries, with laws and compliance with, and adequacy of, permits and other registrations, certifications and approvals; | |
• | material contracts and restrictive contracts; | |
• | tax matters; | |
• | employee benefits and labor matters; | |
• | intellectual property matters; | |
• | title to properties and assets; | |
• | insurance policies; | |
• | funds managed by us or our subsidiaries, and our compliance with applicable laws and our performance with respect to the management of the funds; | |
• | environmental matters; and | |
• | the absence of representations and warranties by us other than our representations and warranties contained in the merger agreement, and no liability with respect to financial projections, forecasts, estimates, budgets or prospect information, or information presented to Man, Merger Sub or their affiliates in the course of due diligence and negotiation of the merger agreement. |
• | their due organization, good standing and qualification; | |
• | Man’s ownership of Merger Sub and the formation purpose and business activities of Merger Sub; | |
• | their corporate authority to enter into, and carry out the obligations under, the merger agreement and to consummate the transactions contemplated by the merger agreement and voting and support agreement, and enforceability of the merger agreement; | |
• | the absence of violations of, conflicts with, or defaults under, their organizational documents, applicable law and other contracts as a result of the merger transaction and the share exchange transactions; | |
• | required regulatory filings and the absence of other required governmental consents and approvals; | |
• | the accuracy of information they supplied us for the proxy statement or proxy solicitation materials, or supplied by them for their shareholder circular or prospectus; | |
• | the absence of brokers’ and finders’ fees in connection with the merger transaction, other than those previously paid by Man or Merger Sub; |
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• | the sufficiency of funds to pay the aggregate merger consideration and other fees and expenses required to be paid by them in accordance with the merger transaction and the share exchange transactions; | |
• | the absence of their ownership of any of our capital stock; | |
• | litigation and other legal proceedings; | |
• | contracts and arrangements between them and any of our directors or major stockholders; and | |
• | the absence of representations and warranties by Man other than its representations and warranties contained in the merger agreement, and no liability with respect to financial projections, forecasts, estimates, budgets or prospect information, or information presented to us, our subsidiaries or affiliates in the course of due diligence and negotiation of the merger agreement. |
• | any change in the United States or European economy, financial markets, political or regulatory conditions generally; | |
• | any change, development, occurrence or event generally affecting the alternative investment management industry in Europe; | |
• | the negotiation, execution or announcement of the transactions contemplated by the merger agreement, the voting and support agreement and the share exchange agreement, or any changes, developments, occurrences, events or states of fact arising therefrom; | |
• | any change in applicable laws, generally accepted accounting principals or accounting standards, or any change in general legal, regulatory or political conditions; | |
• | any acts of war, sabotage or terrorism, or any escalation or worsening of any such acts of war, sabotage or terrorism threatened or underway as of the date of the merger agreement; | |
• | any actions taken by us or our subsidiaries required by the merger agreement or taken with Man’s written consent; and | |
• | any decline in the market price, or change in trading volume, of our capital stock, or any failure to meet internal or publicly announced revenue or earnings projections. |
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• | make any required filing pursuant to theHart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, to take or cause to be taken all actions necessary to cause the expiration or termination of the applicable waiting period under theHart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, to take all action necessary to ensure that no state takeover statute becomes applicable to the merger transaction or the share exchange transactions, and to take all actions necessary to consummate such transactions if such a law becomes applicable; | |
• | cooperate in connection with any filing or submission to governmental authorities in connection with the merger transaction or any investigation or other inquiry by or before a governmental authority relating to the merger transaction, to keep the other parties informed of all material communications with governmental authorities, and to consult with the other parties with respect to filings made with or written materials submitted to any third party or governmental authority or in advance of any meeting or conference with any governmental authority; and | |
• | resolve any objections that may be raised by a governmental authority with respect to the merger transaction, subject to certain exceptions. |
• | conduct our respective businesses in all material respects in the ordinary course of business consistent with past practice; and | |
• | use reasonable best efforts to maintain existing relationships with clients, intermediaries, employees, consultants and other parties with whom we have material business relationships. |
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• | issue, sell or grant any shares of our capital stock, equity or equity-based interests, or any securities or rights convertible into, exchangeable or exercisable for, or evidencing the right to subscribe for such capital stock or equity interests, or warrants, options or rights to acquire such securities, or amend any terms of any of our currently outstanding capital stock or rights to acquire such securities (other than issuances required upon the exercise or conversion of certain warrants, the conversion of certain convertible notes and the exchange of certain exchangeable shares, each existing on the date of the merger agreement); | |
• | redeem, purchase or otherwise acquire any outstanding shares of our or our subsidiaries’ capital stock or equity interests, or any rights, warrants or options to acquire such capital stock or equity interests, other than (a) pursuant to certain of our material contracts, or (b) for withholding taxes incurred in connection with restricted shares or the forfeiture of equity awards under our stock and incentive plans and outstanding as of the date of the merger agreement; | |
• | declare, set aside for payment or pay any dividend on, or make any other distribution in respect of, our capital stock, or make any payments to stockholders or other equity holders, other than (a) dividends paid by any of our subsidiaries to us or such subsidiary’s parent or (b) cumulative dividends with respect to certain FA Sub 2 exchangeable shares in the ordinary course of business consistent with past practice; | |
• | split, combine, subdivide or reclassify any shares of our capital stock or the capital stock of our subsidiaries; | |
• | incur or assume any indebtedness for borrowed money, issue or sell any debt securities, guarantee any indebtedness or enter into any agreement to maintain any financial commitment of a third party, other than (a) borrowings in the ordinary course of business consistent with past practice under our existing credit facility and guarantees of such borrowings issued by our subsidiaries, (b) borrowings between us and our wholly owned subsidiaries in the ordinary course of business consistent with past practice, and (c) in connection with letters of credit in the ordinary course of business and not greater than $1,000,000 in the aggregate; | |
• | make any loans or advances to a third party, other than to ourselves or our wholly owned subsidiaries, and other than travel and similar advances to our employees and advances to our customers, in each case, in the ordinary course of business consistent with past practice; | |
• | make any capital expenditures for the purchase of real property, or greater than $2,000,000 individually or $5,000,000 in the aggregate, except as budgeted in our 2010 capital expenditure plan; | |
• | sell, dispose of, transfer, lease, license out, pledge, mortgage or otherwise encumber any of our material properties or assets, including securities of our subsidiaries, other than (a) sales, leases or licenses in the ordinary course of business consistent with past practice or up to $10,000,000 in the aggregate, (b) pursuant to material contracts in effect on the date of the merger agreement, (c) dispositions of obsolete or worthless assets, and (d) liens, pledges, mortgages or encumbrances permitted under the merger agreement; | |
• | directly or indirectly acquire any third party or any division of a third party by merger or stock or equity acquisition, or directly or indirectly acquire any assets for consideration greater than $5,000,000 in the aggregate except in the ordinary course of business consistent with past practice, other than acquisitions between us and our subsidiaries; | |
• | increase the severance, compensation, distributions or benefits payable to our current or former directors, officers, employees or consultants, or establish, adopt, enter into, amend or terminate any stock or incentive plan or employment or other agreement with respect to such individuals, other than as required by existing plans, agreements or laws, or increases made in the ordinary course of business consistent with past practice; | |
• | pay or accrue any compensation, distributions or bonuses in advance of when such amounts would otherwise be due, paid or accrued in the ordinary course of business and in a manner consistent with past practice; |
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• | enter into, terminate or amend any material contract other than in the ordinary course of business consistent with past practice, or enter into any agreement or extend the term or scope of any agreement restricting us or our subsidiaries from engaging in business or geographic area; | |
• | amend or modify certain engagement letters, or enter into any agreement that would be breached by, or require the consent of a third party to continue in full force following, the merger transaction or share exchange transactions, or release any third party from, or modify or waive any provisions of, a confidentiality or standstill agreement; | |
• | make any material changes in financial or tax accounting methods, principles or practices, except as may be required under generally accepted accounting principles or by applicable law; | |
• | except as may be required by applicable law, make, change or revoke any material tax election, or settle or compromise any material tax liability, surrender any tax refund, amend any tax return, or file any tax return not prepared in accordance with past practice; | |
• | amend our organizational documents or the organizational documents of our subsidiaries; | |
• | adopt a plan or agreement of complete or partial liquidation or dissolution other than with respect to wholly owned subsidiaries; | |
• | commence, settle or compromise any material legal, regulatory, arbitral or administrative proceeding, claim, suit or action; | |
• | redeem, repurchase, prepay, defease or cancel any indebtedness for borrowed money, other than as required in accordance with the terms of such indebtedness; | |
• | except as required by law, court judgment or any material agreement in effect on the date of the merger agreement, pay, discharge, settle or satisfy any material claims, liabilities or obligations, other than (a) in the ordinary course of business as disclosed, reflected or reserved against in our most recent audited financial statements, or incurred since the date of our financial statements in the ordinary course of business, or (b) costs and expenses related to the merger agreement, the share exchange agreement, the voting and support agreement, or the transactions contemplated thereunder; or | |
• | agree to take any of the foregoing actions or any action which would reasonably be expected to prevent, materially delay or impede any of the conditions to closing of the merger transaction. |
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• | coordination of press releases and other public announcements or filings relating to the merger; | |
• | access to information and confidentiality; | |
• | reporting requirements under Section 16(a) of the Exchange Act; | |
• | de-listing of our securities from the New York Stock Exchange and de-registration under the Exchange Act; | |
• | notification of certain matters; | |
• | cooperation in connection with the defense or settlement of any securityholder litigation; and | |
• | amend certain of our and our subsidiaries’ contracts so that the funds under management by us or our subsidiaries would not be required to be included in Man’s consolidated accounts immediately following the closing. |
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• | the affirmative vote (in person or by proxy) to adopt the merger agreement at a stockholders’ meeting (or any adjournment or postponement thereof) duly called and held for such purpose by: |
• | the affirmative vote (in person or by proxy) to approve the merger agreement and the share exchange agreement and, in each case, the transactions contemplated thereby and by the voting and support agreement, by holders of at least a majority of Man’s outstanding ordinary shares, present and voting at a meeting of Man’s shareholders (or any adjournment or postponement thereof) duly called and held for such purpose; | |
• | the expiration or termination of the applicable waiting period under theHart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; | |
• | the expiration or termination of certain other antitrust waiting periods, the receipt of all governmental consents, approvals or authorizations under relevant antitrust laws, and the receipt of all required approvals of any governmental entity or authority; and | |
• | the absence of any law, injunction, order, judgment, ruling or decree that enjoins, restrains, prevents or otherwise prohibits the consummation of the merger transaction or the share exchange transactions or makes such transactions illegal. |
• | our representations and warranties made in the merger agreement with respect to (a) the absence of changes constituting a Company Material Adverse Effect and (b) the absence of notice of violation of securities laws must be, in each case, true and correct on the date of the merger agreement and on and as of the closing date as if made on and as of the closing date; | |
• | our representations and warranties made in the merger agreement with respect to (a) organization, existence and good standing, (b) capitalization, (c) corporate authority and enforceability, (d) the absence of conflicts with our and our subsidiaries’ organizational documents, (e) the absence of brokers’ and finders’ fees, and (f) opinions of financial advisors must be true and correct as of the date of the merger agreement and on and as of the closing date as if made on and as of the closing date (or, to the extent given as of a specific date, as of such date), except for de minimis inaccuracies; | |
• | our representations and warranties made in the merger agreement with respect to our ownership of the capital stock or other equity interests in our subsidiaries and the capitalization of our subsidiaries, disregarding all qualifications and exceptions relating to materiality or material adverse effect, must be true and correct in all material respects as of the date of the merger agreement and on and as of the closing date as if made on and as of the closing date (or, to the extent given as of a specific date, as of such date); | |
• | all other of our representations and warranties made in the merger agreement, disregarding all qualifications and exceptions relating to materiality or material adverse effect, must be true and correct in all material respects as of the date of the merger agreement and on and as of the closing date as if made on and as of the closing date (or, to the extent given as of a specific date, as of such date), except for such failures to be true |
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and correct that, individually and in the aggregate, would not be reasonably expected to have a Company Material Adverse Effect; |
• | our performance, in all material respects, of all obligations required to be performed by us in the merger agreement at or prior to the closing date; | |
• | the completion of the transactions contemplated by the share exchange agreement; | |
• | the receipt of a certificate signed on our behalf by one of our executive officers certifying that all of the conditions with respect to our representations and warranties and obligations under the merger agreement described above have been satisfied; and | |
• | the receipt of a Foreign Investment in Real Property Tax Act of 1980 certificate dated as of the date of the completion of the share exchange transactions. |
• | the representations and warranties made by Man and Merger Sub in the merger agreement, disregarding all qualifications and exceptions relating to materiality, must be true and correct as of the date of the merger agreement and on and as of the closing date as if made on and as of the closing date (or, to the extent given as of a specific date, as of such date), except for such failures to be true and correct that, individually and in the aggregate, do not prevent Man or Merger Sub from consummating the merger; | |
• | the performance by Man and Merger Sub, in all material respects, of all obligations required to be performed by them under the merger agreement at or prior to the closing date of the merger; and | |
• | the receipt of a certificate signed by an executive officer of Man certifying that all of the conditions with respect to the representations and warranties and obligations of Man and Merger Sub under the merger agreement described above have been satisfied. |
• | by mutual written consent of us and Man; | |
• | by either us or Man: |
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• | by Man: |
• | by us: |
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• | if after May 17, 2010 (a) a takeover proposal is made to us (or our stockholders generally) or any third party announces or makes known to our board of directors an intention, whether or not conditional, to make a takeover proposal;and (b) following such event the merger agreement is terminated by us or Man as described in clause (1) or clause (3) of the second bullet under “— Termination of the Merger Agreement” or by Man as described in clause (1) or clause (2) of the third bullet under “— Termination of the Merger Agreement” (provided that in the case of termination under clause (3) of the second bullet, such event shall have occurred prior to our stockholders’ meeting);and (c) within 12 months of the date the merger agreement is terminated, we enter into one or more definitive agreements with respect to, or we consummate a transaction contemplated by, any takeover proposal involving 40% or more of our common stock or assets; | |
• | if the merger agreement has been terminated by Man as described in clause (3) of the third bullet under “— Termination of the Merger Agreement”; or | |
• | if the merger agreement has been terminated by us as described in clause (2) of the fourth bullet under “— Termination of the Merger Agreement”. |
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• | their corporate, partnership, limited liability, trust or individual authority or capacity to execute, deliver and perform their obligations under, the share exchange agreement; | |
• | their authorization and approval to execute, deliver and perform their obligations under the share exchange agreement, and enforceability of the share exchange agreement; | |
• | the absence of (i) violations of or conflicts with their organizational documents (if they are not a natural person), (ii) violations in any material respects of any laws, injunctions, orders, judgments, rulings or decrees of any governmental authority, or (iii) violations, conflicts, defaults, circumstances giving rise to a right of termination, cancellation or redemption, acceleration or performance required, loss of benefits or the creation of any liens on the Selling Stockholder’s Subject Shares, under the terms, conditions or provisions of any contract or permit to which such Selling Stockholder is a party; | |
• | the absence of consents or approvals of, or filings, declarations or registrations with, any governmental authority in connection with their performance under the share exchange agreement; | |
• | their beneficial ownership of the shares of our common stock and preferred stock, and of FA Sub 2 exchangeable shares, free of encumbrances other than those disclosed on the disclosure schedules to the share exchange agreement and those imposed by applicable securities laws; | |
• | the absence of brokers’ and finders’ fees in connection with the share exchange agreement other than those paid by us and disclosed in the merger agreement; | |
• | their acquisition of the ordinary shares of Man for their own account and not with a view to, or for offer or sale in connection with, any distribution or sale of the ordinary shares of Man in violation of the Securities Act and the rules and regulations thereunder and no Selling Stockholder has a present or contemplated agreement, understanding, arrangement, obligation or commitment providing for the disposition of the ordinary shares of Man, other than in compliance with the Securities Act; | |
• | their capacity to protect their own interests in connection with the share exchange transactions, and their ability to bear the economic risk of the investment in the ordinary shares of Man and to sustain a total loss in such investment without economic hardship; | |
• | their receipt of all information they consider necessary or appropriate to decide whether to acquire the ordinary shares of Man, and acknowledgement of the opportunity to ask questions and receive answers from Man regarding the terms and conditions of the ordinary shares of Man and the business and financial condition of Man and to obtain additional information necessary to verify the accuracy of any information furnished to them; |
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• | an acknowledgement that the Man ordinary shares have not been registered under the Securities Act or any other applicable U.S. federal or state securities laws and that the Man ordinary shares may not be sold unless such disposition is registered under the Securities Act and applicable state securities laws or is exempt from registration, and status of the Selling Stockholders as “accredited investors”; | |
• | no ownership of any ordinary shares of Man, interests therein or rights under a derivative referenced to any ordinary shares of Man, other than in connection with the share exchange transactions; and | |
• | the accuracy of information supplied by the Selling Stockholders in the case of Man’s shareholder circular at the date it is mailed or at the time of Man’s shareholder meeting and in the case of Man’s shareholder prospectus at the date it is published. |
• | its due organization; | |
• | its qualification and good standing; | |
• | its capitalization and certain related matters; | |
• | its corporate authority to execute, deliver and perform its obligations under the share exchange agreement, the due approval by Man’s shareholders and board of directors and the enforceability of the share exchange agreement; | |
• | the absence of violations of or conflicts with its organizational documents; | |
• | the absence of violations in any material respects of any laws, injunctions, orders, judgments, rulings or decrees of any governmental authority, or violations, conflicts, defaults or the creation of any liens on any of its properties or assets; | |
• | the absence of consents or approvals of, or filings, declarations or registrations with, any governmental authority in connection with its execution and delivery of the share exchange agreement, except for (a) the admission of the Man ordinary shares to listing on the official list of the U.K. Listing Authority and to trading on the London Stock Exchange, (b) any filings required under and compliance with theHart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (c) the filing of Man’s shareholder circular and prospectus, and (d) consents, approvals, filings, declarations or registrations that, if not obtained, made or give, would not reasonably be expected to have a material adverse effect on Man or to prevent or materially delay the consummation of the share exchange; | |
• | the absence of brokers’ and finders’ fees in connection with the share exchange transactions other than those paid by Man; | |
• | the filing of its required regulatory filings on a timely basis or the receipt of a valid extension and compliance in all material respects with the requirements of the relevant listing rules, prospectus rulesand/or disclosure and transparency rules, compliance of its financial statements with applicable governmental authorities and in accordance with international financial reporting standards and the absence of certain undisclosed liabilities; | |
• | the conduct of its business in all material respects in the ordinary course of business consistent with past practice since September 30, 2009, except for the execution and performance of the share exchange agreement, the merger agreement and the merger agreement transactions; | |
• | the absence of any change, development, occurrence, event or state of facts since September 30, 2009 that constitutes a material adverse effect on Man; | |
• | litigation and other legal proceedings; | |
• | due authorization, valid issuance and freedom from encumbrances and preemptive rights of the Man ordinary shares when registered and issued; |
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• | its acquisition of the Subject Shares for its own account and not with a view to, or for offer or sale in connection with, any distribution or sale of the Subject Shares in violation of the Securities Act and Man has no present or contemplated agreement, understanding, arrangement, obligation or commitment providing for the disposition of the Subject Shares; | |
• | its capacity to protect its own interests in connection with the share exchange transactions, and its ability to bear the economic risk of the investment in the Subject Shares and to sustain a total loss in such investment without economic hardship; | |
• | its receipt of all information it considers necessary or appropriate to decide whether to acquire the Subject Shares, and acknowledgement of the opportunity to ask questions and receive answers from the Selling Stockholders regarding the terms and conditions of the Subject Shares and our business and financial condition and to obtain additional information necessary to verify the accuracy of any information furnished to it; | |
• | an acknowledgement that certain of the Subject Shares have not been registered under the Securities Act and that they may not be sold unless such disposition is registered under the Securities Act and applicable state securities laws or is exempt from registration; | |
• | legends to be applied to unregistered Subject Shares; | |
• | acknowledgement of exclusivity of the Selling Stockholders’ representations and warranties set forth in the share exchange agreement and the voting and support agreement; and | |
• | the absence of representations and warranties by the Parent other than the representations and warranties set forth in the share exchange agreement. |
• | the Selling Stockholders have agreed, following receipt of approval by the Cayman Islands Monetary Authority and prior to the share exchange closing, to exchange all FA Sub 2 exchangeable shares into shares of our common stock; | |
• | the Selling Stockholders have agreed to waive their right to withdraw their acceptance to receive Man ordinary shares pursuant to the share exchange, and to exchange, assign, transfer and deliver their Subject Shares for Man ordinary shares even if they have exercised any right of withdrawal pursuant to the United Kingdom Financial Services and Markets Act 2000; | |
• | until the share exchange agreement is terminated in accordance with its terms, and except pursuant to the share exchange, the exchange of FA Sub 2 exchangeable shares or certain permissible transfers to affiliates or to facilitate the share exchange, the Selling Stockholders have agreed not to sell, transfer, pledge, encumber, assign or otherwise dispose of, or enter any contract, option or other arrangement with respect to the transfer of, their Subject Shares; | |
• | the Selling Stockholders have agreed to, and to cause their affiliates and their representatives to, cease discussions or negotiations with any third party with respect to any takeover proposal, and to use best efforts to obtain the return or cause the destruction of all confidential information provided to such parties. Until the termination of the share exchange agreement in accordance with its terms, the Selling Stockholders have agreed not to, and to cause or authorize their representatives not to, directly or indirectly, solicit, facilitate or encourage the making of, or any inquiries regarding, or the making of any proposal that is reasonably likely to lead to a takeover proposal, or engage in, continue or otherwise participate in any discussions or negotiations with any third party regarding a takeover proposal, unless our board is permitted to participate in such discussions or negotiations pursuant to the merger agreement and our board requests that a Selling Stockholder participate in such negotiations or discussions. Until the termination of the share exchange agreement, the Selling Stockholders have agreed to notify Man in writing of any proposal, offer, inquiry, |
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information request, discussion or negotiation in respect of a takeover proposal, including the identity of the proposing person or group, the terms and conditions of such proposal, offer, inquiry or request, together with copies of any draft agreements and certain other materials received, and thereafter keep Man informed of all material developments; |
• | the parties have agreed to use their reasonable best efforts to take or cause to be taken all actions, and to do or cause to be done all things, necessary, proper or advisable to consummate and make effective the share exchange, including obtaining all permits, consents, approvals, authorizations and actions or nonactions required for or in connection with the consummation of the share exchange, obtaining approvals, waivers or consents from any third party or any governmental entity, and the execution and delivery of any additional instruments necessary to consummate the share exchange; | |
• | Man has agreed to issue certificates to each Selling Stockholder representing the Man ordinary shares, and each certificate will bear appropriate legends; | |
• | without the prior written consent of Man, the Selling Stockholders have agreed not to issue any public release or announcement with respect to the share exchange transactions or the merger transaction, except as required by applicable law or the rules and regulations of any applicable governmental authority; | |
• | the parties have agreed that each Selling Stockholder makes no agreement or understanding in any capacity other than in each Selling Stockholder’s capacity as a record holder and beneficial owner of its Subject Shares and the share exchange agreement will not limit or affect any action by a Selling Stockholder in each Selling Stockholder’s capacity as one of our officers and directors; | |
• | prior to the share exchange closing, the Selling Stockholders have agreed to amend certain shareholders’ and principals’ agreements among them and their affiliates; | |
• | the Selling Stockholders who are on our board of directors have agreed to resign as directors as of the effective time of the merger; | |
• | the Selling Stockholders have agreed not to engage in any “dealing” of Man ordinary shares or shares of our capital stock until after the share exchange closing date, and agreed not to acquire any shares of our capital stock or any shares of FA Sub 2 exchangeable stock, except upon conversion of convertible notes; | |
• | the Selling Stockholders have agreed to notify Man of any event, fact or information that should be set forth in an amendment or supplement to Man’s shareholder circular, or of any significant new factor, material mistake or inaccuracy relating to the information included in Man’s prospectus that should be set forth in a supplement to the prospectus, and to cooperate with Man in the preparation of the shareholder circular and the prospectus and any amendment or supplement; | |
• | Man and certain of the Selling Stockholders have agreed to negotiate in good faith and use their reasonable best efforts to enter into employment agreements prior to the share exchange closing date; and | |
• | certain of the Selling Stockholders have agreed to maintain specified amounts invested in investment funds managed by us for 3 years following the effective time of the merger. |
• | the satisfaction, by the party responsible for fulfilling the obligation, or, to the extent permissible under applicable law, waiver, by the party entitled to the benefit, of each of the closing conditions to the merger agreement (other than the completion of the transactions contemplated by the share exchange agreement), provided that no waiver will be given effect under the share exchange agreement unless a corresponding waiver has been given under the merger agreement; | |
• | the expiration or termination of the waiting period (and any extension thereof) applicable to the share exchange under theHart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, the expiration or |
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termination of any applicable waiting period (and any extension thereof) under other antitrust laws, and the receipt of other required approvals of the share exchange by governmental authorities; |
• | the absence of any law, injunction, order, judgment, ruling or decree that restrains, enjoins, prevents or otherwise prohibits the consummation of the share exchange transactions; and | |
• | the admission of the Man ordinary shares to listing on the official list of the U.K. Listing Authority and to trading on the London Stock Exchange. |
• | (i) the representations and warranties described in the fourth and twelfth bullets listing the Selling Stockholders’ representations under “— Representations and Warranties”, disregarding all qualifications and exceptions relating to materiality and material adverse effect, must be true and correct as of the date of the share exchange agreement and on and as of the share exchange closing date as if made on and as of the share exchange closing date, except for such failures to be true and correct that, individually and in the aggregate, would not be reasonably expected to have a material adverse effect with respect to any Selling Stockholder and (ii) the other representations and warranties of the Selling Stockholders made in the share exchange agreement must be true and correct as of the date of the share exchange agreement, and on and as of the share exchange closing date as if made on and as of the share exchange closing date (or, if given as of a specific date, as of such date), except forde minimisinaccuracies; | |
• | the performance by the Selling Stockholders, in all material respects, of all obligations required to be performed by them in the share exchange agreement at or prior to the share exchange closing date; | |
• | the receipt by Man of a certificate signed by each Selling Stockholder certifying that the conditions with respect to their representations and warranties and obligations under the share exchange agreement described above have been satisfied; | |
• | receipt by the Selling Stockholders of all required consents; and | |
• | execution and delivery by the Selling Stockholders (other than Sage Summit and Lavender Heights Capital) oflock-up agreements with respect to the Man ordinary shares received in the share exchange transactions. |
• | (i) the representations and warranties described in the eleventh bullet listing Man’s representations under “— Representations and Warranties” must be true and correct as of the date of the share exchange agreement and on and as of the share exchange closing date as if made on and as of the share exchange closing date, (ii) the representations and warranties described in the first, third, fourth, fifth and eighth bullets listing Man’s representations under “— Representations and Warranties” must be true and correct as of the date of the share exchange agreement and on and as of the share exchange closing date as if made on and as of the share exchange closing date (or, if given as of a specific date, as of such date), except forde minimisinaccuracies (and in the case of the third bullet, disregarding any inaccuracies arising from the issue of Man ordinary shares pursuant to the share exchange agreement at the share exchange closing) and (iii) the other representations and warranties made by Man in the share exchange agreement, disregarding all qualifications and exceptions relating to materiality and material adverse effect, must be true and correct in all respects as of the date of the share exchange agreement and on and as of the share exchange closing date as if made on and as of the share exchange closing date (or, if given as of a specific date, as of such date), except for such failures to be true and correct in certain representations and warranties that, individually and in the aggregate, would not be reasonably expected to have a material adverse effect with respect to Man; |
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• | the performance by Man, in all material respects, of all obligations required to be performed by it under the share exchange agreement at or prior to the share exchange closing date; | |
• | the receipt of a certificate signed by an authorized officer of Man certifying that the conditions with respect to the representations and warranties and obligations of Man under the share exchange agreement described above have been satisfied; and | |
• | the release of audited financial statements of Man for the year ended March 31, 2010, subject to an unqualified opinion of Man’s independent public accountants, and the absence of any discrepancies between such financial statements and the draft financial statements previously delivered to the Selling Stockholders, except for such discrepancies which, individually or in the aggregate, would not be reasonably expected to have a material adverse effect with respect to Man. |
• | no trustee will have any personal liability or obligations under the share exchange agreement or any other document contemplated by the merger agreement to which a trustee is a party and Man has agreed to waive all personal liability of any trustee for breaches by any Selling Stockholder of any obligations, covenants or agreements; | |
• | by executing the share exchange agreement and any other document contemplated by the merger agreement, each trustee is acting solely on behalf of, and the share exchange agreement and any other document contemplated by the merger agreement to which a trustee is a party, is solely an obligation of, and solely a claim against the trust estate and assets of the trust administered by the trustee; | |
• | Man has agreed to irrevocably waive and release any claim or right to proceed against a trustee individually, or the individual property or assets of any trustee, and no recourse under the share exchange agreement or any other document contemplated by the merger agreement to which a trustee is a party will be had against any such trustee or any of its assets except to the extent of the trust estate and assets of the trust administered by such trustee party from time to time, by the enforcement of any assessment or by any legal or equitable proceedings seeking to assert such recourse against the trustee by virtue of any law or otherwise; | |
• | a trustee is not prevented from making any distribution from, investment, reinvestment, purchase, sale or other disposition of, other transactions of any kind involving, the trust estate and assets of the trust administered by the trustee other than the Subject Shares, provided that Subject Shares may be distributed or transferred to a permitted trust transferee under certain conditions; and | |
• | Man has irrevocably agreed that (i) it will not institute against, or join any other third party in instituting against, any trustee individually, or the individual property or assets of any trustee, any bankruptcy, reorganization, insolvency or liquidation proceeding, or other proceeding under any international, national, federal or state bankruptcy or similar law, in connection with any claim relating to the merger agreement, the transactions contemplated by the merger agreement and the voting and support agreement, (ii) in the event of a reorganization under the Bankruptcy Reform Act of 1978, as amended, of any trustee, it will make the election under Section 111(b)(2) and (iii) if for any reason, it recovers from a trustee individual property or assets of that trustee, it will promptly return the asset or amount recovered to the trustee. |
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• | in favor of the adoption of the merger agreement and the approval of the transactions contemplated by the merger agreement; | |
• | against any alternative takeover proposal involving 15% or more of our consolidated assets or to which 15% or more of our revenues or earnings on a consolidated basis are attributable, acquisition of beneficial ownership of 15% or more of our outstanding common stock, a tender offer or exchange offer that if consummated would result in any third party beneficially owning 15% or more of our outstanding common stock or a merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving us, in each case, other than the merger agreement, the transactions contemplated by the merger agreement, the voting and support agreement and the share exchange agreement; and |
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• | against any agreement (including, without limitation, any amendment of any agreement), amendment of our organizational documents or other action that is intended or could reasonably be expected to prevent, impede, interfere with, delay, postpone or discourage the consummation of the merger. |
• | sell, transfer, give, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, gift, pledge, encumbrance, assignment or other disposition of, any of their shares of our common stock and preferred stock; | |
• | deposit any of their shares of our common stock and preferred stock into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to such shares; | |
• | permit any liens to be created on any of their shares of our common stock and preferred stock; | |
• | subject to each Selling Stockholder and TOMS acting solely in their capacity as an owner of our common stock and preferred stock, knowingly take any action that would make any of their representations or warranties set forth in the voting and support agreement untrue or incorrect in any material respect or have the effect of preventing, disabling or delaying them from performing any of their obligations under the voting and support agreement; or | |
• | agree (whether or not in writing) to do any of the foregoing. |
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• | their corporate, partnership, limited liability, trust or individual authority or capacity to execute, deliver and perform their obligations under the voting and support agreement; | |
• | their authorization and approval to execute, deliver and perform their obligations under the voting and support agreement, and enforceability of the voting and support agreement; | |
• | the absence of consents or approvals of, or filings, declarations or registrations with, any governmental authority in connection with their performance under the voting and support agreement; | |
• | the absence of (i) violations of or conflicts with their organizational documents (if they are not a natural person), (ii) violations in any material respects of any laws, injunctions, orders, judgments, rulings or decrees of any governmental authority, or (iii) violations, conflicts, defaults, circumstances giving rise to a right of termination or cancellation, acceleration or performance required, loss of benefits or the creation of any liens on TOMS or the Selling Stockholder’s shares of our common stock and preferred stock, under the terms, conditions or provisions of any contract or permit to which TOMS or such Selling Stockholder is a party; | |
• | their beneficial ownership of the shares of our common stock and preferred stock, and of FA Sub 2 exchangeable shares, free of encumbrances other than those disclosed in the disclosure schedules to the share exchange agreement and those imposed by applicable securities laws; and | |
• | the absence of brokers’ and finders’ fees in connection with the voting and support agreement other than those paid by us and disclosed in the merger agreement. |
• | no trustee will have any personal liability or obligations under the voting and support agreement or any other document contemplated by the merger agreement to which a trustee is a party and Man and Merger Sub have agreed to waive all personal liability of any trustee for breaches by any Selling Stockholder or TOMS of any obligations, covenants or agreements; | |
• | by executing the voting and support agreement and any other document contemplated by the merger agreement, each trustee is acting solely on behalf of, and the voting and support agreement and any other document contemplated by the merger agreement to which a trustee is a party, is solely an obligation of, and solely a claim against the trust estate and assets of the trust administered by the trustee; | |
• | Man and Merger Sub have agreed to irrevocably waive and release any claim or right to proceed against a trustee individually, or the individual property or assets of any trustee, and no recourse under the voting and support agreement or any other document contemplated by the merger agreement to which a trustee is a party will be had |
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against any such trustee or any of its assets except to the extent of the trust estate and assets of the trust administered by such trustee party from time to time, by the enforcement of any assessment or by any legal or equitable proceedings seeking to assert such recourse against the trustee by virtue of any law or otherwise; |
• | a trustee is not prevented from making any distribution from, investment, reinvestment, purchase, sale or other disposition of, other transactions of any kind involving, the trust estate and assets of the trust administered by the trustee other than our common stock and preferred stock, provided that such shares may be distributed or transferred to a permitted trust transferee under certain conditions; and | |
• | Each of Man and Merger Sub has irrevocably agreed that (i) it will not institute against, or join any other third party in instituting against, any trustee individually, or the individual property or assets of any trustee, any bankruptcy, reorganization, insolvency or liquidation proceeding, or other proceeding under any international, national, federal or state bankruptcy or similar law, in connection with any claim relating to the merger agreement, the transactions contemplated by the merger agreement and the voting and support agreement, (ii) in the event of a reorganization under the Bankruptcy Reform Act of 1978, as amended, of any trustee, it will make the election under Section 111(b)(2) and (iii) if for any reason, it recovers from a trustee individual property or assets of that trustee, it will promptly return the asset or amount recovered to the trustee. |
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• | have business dealings with, provide services to, or otherwise accept business from any person who or which, as of the date of closing of the share exchange, had business dealings with or received services or products from any GLG Entity as a client, Investor or Prospective Investor (as such terms are defined below); | |
• | have business dealings with any Intermediary (as such term is defined below) for the purpose of securing the opportunity to provide to his, her or its clients or prospective clients any services or products that are |
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substantially similar to any of those provided by any GLG Entity or to place the business of any such client or prospective client with any business that competes with the Business; |
• | solicit or attempt to solicit any person who or which was, as of the date of closing of the share exchange, a client, Investor or Prospective Investor of any GLG Entity for the purpose of providing or offering to provide services or products that are substantially similar to any of those offered or provided by any GLG Entity; | |
• | solicit or approach any Intermediary for the purpose of securing from such Intermediary the opportunity to provide his, her or its clients or prospective clients any services or products that are substantially similar to any of those provided by any GLG Entity, or to place the business of any such client or prospective client with any business that competes with the Business; or | |
• | solicit, induce or encourage any Key Individual (as described below) to cease his or her employment, consultancy, partnership or other similar relationship with any GLG Entity. |
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Name | Position | |
Noam Gottesman | Chairman of the Board and Co-Chief Executive Officer | |
Emmanuel Roman | Co-Chief Executive Officer | |
Pierre Lagrange | Senior Managing Director of GLG Partners LP | |
Simon White | Chief Operating Officer | |
Jeffrey Rojek | Chief Financial Officer | |
Alejandro San Miguel | General Counsel and Corporate Secretary |
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Six Months | ||||||||||||||||||||||||||||
Years Ended December 31, | Ended June 30, | |||||||||||||||||||||||||||
2005 | 2006 | 2007 | 2008 | 2009 | 2009 | 2010 | ||||||||||||||||||||||
(US dollars in thousands) | ||||||||||||||||||||||||||||
Combined and Consolidated Statement of Operations Data: | ||||||||||||||||||||||||||||
Net revenues and other income: | ||||||||||||||||||||||||||||
Management fees, net | $ | 137,958 | $ | 186,273 | $ | 287,152 | $ | 317,787 | $ | 152,528 | $ | 70,458 | $ | 89,545 | ||||||||||||||
Performance fees, net | 279,405 | 394,740 | 678,662 | 107,517 | 114,605 | 48,759 | 25,088 | |||||||||||||||||||||
Administration fees, net | 311 | 34,814 | 64,224 | 69,145 | 25,685 | 11,410 | 15,016 | |||||||||||||||||||||
Transaction charges | 184,252 | — | — | — | — | — | — | |||||||||||||||||||||
Other | 1,476 | 5,039 | 10,080 | 542 | 8,056 | 7,229 | 1,290 | |||||||||||||||||||||
Total net revenues and other income | 603,402 | 620,866 | 1,040,118 | 494,991 | 300,874 | 137,856 | 130,939 | |||||||||||||||||||||
Expenses: | ||||||||||||||||||||||||||||
Compensation, benefits and profit share | 345,918 | 369,836 | 1,211,212 | 952,916 | 637,995 | (318,586 | ) | (222,952 | ) | |||||||||||||||||||
General, administrative and other | 64,032 | 68,404 | 108,926 | 123,049 | 90,907 | (47,743 | ) | (59,050 | ) | |||||||||||||||||||
Amortization of intangible assets | — | — | — | — | 2,768 | (833 | ) | (1,737 | ) | |||||||||||||||||||
Third party distribution, administration and service fees | — | — | — | — | 3,276 | (665 | ) | (2,142 | ) | |||||||||||||||||||
Total expenses | 409,950 | 438,240 | 1,320,138 | 1,075,965 | 734,946 | (367,827 | ) | (285,881 | ) | |||||||||||||||||||
Income (loss) from operations | 193,452 | 182,626 | (280,020 | ) | (580,974 | ) | (434,072 | ) | (229,971 | ) | (154,942 | ) | ||||||||||||||||
Realized gain/(loss) onavailable-for-sale investments | — | — | — | — | (21,855 | ) | (21,217 | ) | (917 | ) | ||||||||||||||||||
Gain on debt extinguishment | — | — | — | — | 84,821 | 84,821 | — | |||||||||||||||||||||
Gain on business combination — negative goodwill | — | — | — | — | 21,122 | 21,122 | — | |||||||||||||||||||||
Interest income, net | 2,795 | 4,657 | 2,350 | (16,613 | ) | (11,503 | ) | 649 | 417 | |||||||||||||||||||
Income (loss) before income taxes | 196,247 | 187,283 | (277,670 | ) | (597,587 | ) | (361,487 | ) | (6,567 | ) | (161,418 | ) | ||||||||||||||||
Income tax benefit/(expense) | (25,345 | ) | (29,225 | ) | (64,000 | ) | (14,231 | ) | 2,102 | (2,552 | ) | 7,964 | ||||||||||||||||
Net income/(loss) | 170,902 | 158,058 | (341,670 | ) | (611,818 | ) | (359,385 | ) | (153,715 | ) | (153,454 | ) | ||||||||||||||||
Net income (loss) attributable to common stockholders | 170,250 | 157,876 | (310,508 | ) | (630,997 | ) | (318,951 | ) | (144,635 | ) | (135,444 | ) | ||||||||||||||||
Distributions to Individual Principals and Trustees | (106,531 | ) | (165,705 | ) | (330,972 | ) | (118,354 | ) | — | — | — | |||||||||||||||||
Dividend Paid | — | — | — | (16,210 | ) | — | — | — | ||||||||||||||||||||
Net income/(loss) per share, basic | 1.25 | 1.16 | (2.11 | ) | (2.97 | ) | (1.45 | ) | (0.67 | ) | (0.59 | ) | ||||||||||||||||
Net income/(loss) per share, diluted | 0.87 | 0.81 | (2.11 | ) | (2.97 | ) | (1.45 | ) | (0.67 | ) | (0.59 | ) |
As of December 31, | As of June 30, | |||||||||||||||||||||||||||
2005 | 2006 | 2007 | 2008 | 2009 | 2009 | 2010 | ||||||||||||||||||||||
(US dollars in thousands) | ||||||||||||||||||||||||||||
Combined and Consolidated Balance Sheet Data: | ||||||||||||||||||||||||||||
Cash and cash equivalents | $ | 236,261 | $ | 273,148 | $ | 429,422 | $ | 316,195 | $ | 263,782 | $ | 258,289 | $ | 201,338 | ||||||||||||||
Fees receivable | 246,179 | 251,963 | 389,777 | 42,106 | 104,541 | 74,896 | 68,073 | |||||||||||||||||||||
Working capital | 42,387 | 183,388 | 220,583 | 112,304 | 190,907 | 176,027 | 169,837 | �� | ||||||||||||||||||||
Property and equipment, net | 3,290 | 6,121 | 9,079 | 14,076 | 12,856 | 13,232 | 12,901 | |||||||||||||||||||||
Current assets | 491,825 | 551,055 | 873,682 | 404,367 | 419,909 | 406,166 | 317,452 | |||||||||||||||||||||
Non-current assets | 3,515 | 6,322 | 110,455 | 84,015 | 80,872 | 88,563 | 82,565 | |||||||||||||||||||||
Total assets | 495,340 | 557,377 | 984,137 | 488,382 | 500,781 | 494,729 | 400,017 | |||||||||||||||||||||
Accrued compensation and benefits | 247,745 | 289,301 | 467,887 | 148,531 | 138,686 | 71,309 | 44,982 | |||||||||||||||||||||
Other liabilities | — | 5,100 | 16,092 | 50,765 | 13,886 | 36,920 | 15,862 | |||||||||||||||||||||
Loans payable, convertible notes and revolving credit facility | 13,000 | 13,000 | 570,000 | 570,000 | 533,672 | 526,639 | 516,527 | |||||||||||||||||||||
Total stockholders’ equity (deficit) | 181,599 | 176,710 | (244,230 | ) | (377,549 | ) | (283,569 | ) | (271,515 | ) | (285,633 | ) | ||||||||||||||||
Current liabilities | 300,741 | 180,873 | 698,367 | 335,931 | 252,511 | 239,605 | 160,516 | |||||||||||||||||||||
Non-current liabilities | 14,370 | 14,552 | 531,911 | 530,000 | 531,839 | 526,639 | 525,134 |
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As of December 31, | As of June 30, | |||||||||||
2005 | 2006 | 2007 | 2008 | 2009 | 2009 | 2010 | ||||||
362 | 238 | — | — | — | — | — |
Weighted Average | ||||||||||||
Total Number of | Range of Prices | Price Paid per | ||||||||||
Quarter | Shares Purchased | Paid per Share | Share | |||||||||
April 1, 2008 to June 30, 2008 | 64,900 | $ | 8.15 | $ | 8.15 | |||||||
July 1, 2008 to September 30, 2008 | — | — | — | |||||||||
October 1, 2008 to December 31, 2008 | 1,195,139 | 2.22 - 3.20 | 3.12 | |||||||||
January 1, 2009 to March 31, 2009 | 28,344,655 | 2.17 - 2.60 | 2.27 | |||||||||
April 1, 2009 to June 30, 2009 | 41,436 | 2.84 - 3.65 | 3.56 | |||||||||
July 1, 2009 to September 30, 2009 | 605,167 | 4.08 | 4.08 | |||||||||
October 1, 2009 to December 31, 2009 | 168,115 | 2.66 - 2.74 | 2.73 | |||||||||
January 1, 2010 to March 31, 2010 | 525,416 | 2.70 - 3.12 | 3.10 | |||||||||
April 1, 2010 to June 28, 2010 | 40,237 | 2.91 | 2.91 | |||||||||
Total | 30,985,065 |
Weighted | ||||||||||||||
Average | ||||||||||||||
Total Number of | Range of Prices | Price Paid | ||||||||||||
Name of Purchaser | Date of Purchase | Shares Purchased | Paid per Share | per Share | ||||||||||
Noam Gottesman | April 1 — June 30, 2008 | 1,000,000 | $ | 8.15 | $ | 8.15 | ||||||||
January 1 — March 31, 2009 | 309,664 | $ | 2.01 — 2.25 | $ | 2.17 | |||||||||
Emmanuel Roman | January 1 — March 31, 2009 | 348,696 | $ | 1.99 — 2.30 | $ | 2.24 |
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Aggregate Amount of | ||||||||||||
5.00% Dollar- | Number of Common | |||||||||||
Denominated | Shares into which | |||||||||||
Convertible | Convertible Notes are | |||||||||||
Subordinated Notes | Convertible Prior to the | |||||||||||
Name of Purchaser | Date of Purchase | Purchased | Merger | |||||||||
TOMS International Ltd. | May 15, 2009 | $ | 10,000,000 | 2,688,172 | ||||||||
Jackson Holding Services Inc. | May 15, 2009 | $ | 5,000,000 | 1,344,086 | ||||||||
Point Pleasant Ventures Ltd. | May 15, 2009 | $ | 15,000,000 | 4,032,258 | ||||||||
Total | $ | 30,000,000 | 8,064,516 |
Weighted | ||||||||||||||
Total Number | Average | |||||||||||||
of Shares | Range of Prices | Price Paid | ||||||||||||
Name of Purchaser | Date of Purchase | Purchased | Paid per Share | per Share | ||||||||||
Man Investments Limited (a wholly | July 1 — September 30, 2008 | 31,990 | $ | 8.25 — 8.93 | $ | 8.71 | ||||||||
owned subsidiary of Man) | October 1 — December 31, 2008 | 35,230 | $ | 2.44 — 3.79 | $ | 3.03 |
• | each person who beneficially owns more than 5% of the outstanding shares of our capital stock; | |
• | the individuals who are our Co-Chief Executive Officers, Chief Financial Officer and three other most highly compensated executive officers; | |
• | the individuals who are our directors; and | |
• | the individuals who are our directors and executive officers as a group. |
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Pro Forma | ||||||||||||
Approximate | Approximate | |||||||||||
Percentage | Percentage | |||||||||||
of Outstanding | of Outstanding | |||||||||||
Number of Shares | Common Stock | Common Stock | ||||||||||
of Common Stock | Beneficially | Beneficially | ||||||||||
Name of Beneficial Owner and Management | Beneficially Owned | Owned † | Owned †† | |||||||||
Lehman Brothers Holdings, Inc.(1) | 33,762,690 | 13.5 | % | 10.9 | % | |||||||
Lansdowne Partners Limited Partnership(2) | 19,837,389 | 8.0 | % | 6.4 | % | |||||||
Berggruen Holdings North America Ltd.(3) | 20,805,900 | 8.3 | % | 6.7 | % | |||||||
Sage Summit LP(4)(5) | 159,623,802 | (14)(15)(16)(17) | 50.4 | % | 50.4 | % | ||||||
Lavender Heights Capital LP(4)(5) | 159,623,802 | (14)(15)(16)(17) | 50.4 | % | 50.4 | % | ||||||
Ogier Fiduciary Services (Cayman) Limited, acting solely in its capacity as trustee of Blue Hill Trust(5) | 159,623,802 | (14)(15)(16)(17) | 50.4 | % | 50.4 | % | ||||||
Ogier Fiduciary Services (Cayman) Limited, acting solely in its capacity as trustee of Green Hill Trust(5) | 159,623,802 | (14)(15)(16)(17) | 50.4 | % | 50.4 | % | ||||||
Noam Gottesman(4)(6) | 159,804,202 | (14)(15)(16)(17) | 50.4 | % | 50.4 | % | ||||||
Pierre Lagrange(4)(6) | 159,804,202 | (14)(15)(16)(17) | 50.4 | % | 50.4 | % | ||||||
Emmanuel Roman(4)(6) | 159,804,202 | (14)(15)(16)(17) | 50.4 | % | 50.4 | % | ||||||
Martin E. Franklin(7) | 14,682,016 | 5.7 | % | 4.6 | % | |||||||
Ian G.H. Ashken(8) | 3,575,842 | 1.4 | % | 1.1 | % | |||||||
James N. Hauslein(9) | 187,133 | * | * | |||||||||
William P. Lauder(10) | 187,133 | * | * | |||||||||
Simon White(11) | 357,133 | * | * | |||||||||
Jeffrey M. Rojek(12) | 361,779 | * | * | |||||||||
Alejandro San Miguel(13) | 358,068 | * | * | |||||||||
All directors and executive officers as a group (10 individuals) | 179,338,227 | 53.6 | % | 53.6 | % |
† | Does not include as outstanding 58,904,993 shares of our common stock into which 58,904,993 FA Sub 2 exchangeable shares and 58,904,993 associated shares of Series A voting preferred stock beneficially owned by Noam Gottesman and the Trustee of the Gottesman GLG Trust may be exchanged by the holder thereof at any time and from time to time, other than with respect to Sage Summit LP, Lavender Heights Capital LP and Messrs. Gottesman, Lagrange and Roman. | |
†† | Assumes 310,107,725 shares of our common stock are issued and outstanding upon the exchange of 58,904,993 FA Sub 2 exchangeable shares and 58,904,993 associated shares of Series A voting preferred stock beneficially owned by Noam Gottesman and the Trustee of the Gottesman GLG Trust. | |
* | Less than 1% | |
(1) | Based on a Form 4 filed on September 12, 2008, Lehman (Cayman Islands) Ltd (“LCI”) holds 33,659,998 shares of our common stock, Lehman Brothers Inc. (“LBI”) holds 95,092 shares and 3,150 shares included in units and Lehman Brothers Special Financing Inc. holds 1,300 shares. The warrants included in the units are exercisable for 3,150 shares of common stock beginning on December 21, 2007. LCI and LBI are wholly owned subsidiaries of Lehman Brothers Holdings, Inc. The business address of Lehman Brothers Holdings, Inc. is 1271 Avenue of the Americas, 45th Floor, New York, New York 10020. |
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(2) | Based on a Schedule 13G amendment filed on February 12, 2010 by Lansdowne Partners Limited Partnership (“Lansdowne Partners”) and Lansdowne UK Equity Fund Limited (“Lansdowne UK”, and together with Lansdowne Partners, “Lansdowne”), Lansdowne Partners is the investment adviser of Lansdowne UK. Lansdowne holds 19,837,389 shares of our common stock as to which (i) Lansdowne Partners has sole voting and dispositive power with respect to 4,542,141 shares and (ii) Lansdowne Partners and Lansdowne UK have shared voting control and dispositive power with respect to 15,295,248 shares. Lansdowne Partners disclaims beneficial ownership of any of these securities, except for its pecuniary interest therein. The business address of Lansdowne Partners is 15 Davies Street, London W1K 3AG, England and the business address of Lansdowne UK isc/o Fortis Prime Fund Solutions Administration Services (Ireland) Limited, Fortis House, Park Lane, Spencer Dock, Dublin 1, Ireland. | |
(3) | Based on a Schedule 13D filed on November 13, 2007, Berggruen Acquisition Holdings Ltd (“BAH”) owns 5,923,200 shares included in founders’ units and Berggruen Holdings North America Ltd. (“Berggruen Holdings”) owns 4,209,500 shares, of which 2,500,000 are included in co-investment units. The amount shown in the table above includes an aggregate of 4,750,000 shares of common stock issuable upon exercise of sponsors’ warrants and co-investment warrants, all of which are exercisable beginning on December 21, 2007, and 5,923,200 shares of common stock issuable upon exercise of founders’ warrants which are not currently exercisable. BAH is a direct subsidiary of Berggruen Holdings. Berggruen Holdings is a direct, wholly owned subsidiary of Berggruen Holdings Ltd. (“BHL”) and the managing and majority shareholder of BAH. All of the outstanding capital stock of BHL is owned by the Tarragona Trust (“Tarragona”). The trustee of Tarragona is Maitland Trustees Limited, a BVI corporation acting as an institutional trustee in the ordinary course of business without the purpose or effect of changing or influencing control of us. Nicolas Berggruen is a director of BHL. Mr. Berggruen may be considered to have beneficial ownership of BAH’s interests in us and disclaims beneficial ownership of any shares in which he does not have a pecuniary interest. The principal business address of each of BAH, Berggruen Holdings and BHL is 1114 Avenue of the Americas, 41st Floor, New York, New York 10036. The principal business address of Mr. Berggruen is 9-11 Grosvenor Gardens, London, SW1W OBD, United Kingdom. The principal business address of Tarragona is 9 Columbus Centre, Pelican Drive, Road Town, Tortola, British Virgin Islands. | |
(4) | Represents shares held by the parties to a Voting Agreement dated as of June 22, 2007, as amended, among the Individual Principals, the Trustees, Lavender Heights Capital LP, Sage Summit LP, Jackson Holding Services Inc., Point Pleasant Ventures Ltd. and us. Each of the parties to the Voting Agreement disclaims beneficial ownership of shares held by the other parties to the Voting Agreement (as described below) (except each Individual Principal with respect to his respective Trustee). | |
(5) | Includes (i) 8,460,854 shares purchased by Ogier Fiduciary Services (Cayman) Limited, acting solely in its capacity as trustee of Blue Hill Trust, from Sage Summit LP on June 21, 2010, and (ii) 5,640,570 shares purchased by Ogier Fiduciary Services (Cayman) Limited, acting solely in its capacity as trustee of Green Hill Trust, from Lavender Heights Capital LP on June 21, 2010. Each of Sage Summit LP and Lavender Heights Capital LP has the right to rescind the respective purchase agreement pursuant to which such share purchases were effectuated, and to reacquire the GLG shares prior to completion of the merger (or such other date as agreed). See “Special Factors — Background of the Merger” above for a description of the respective purchase agreements. | |
(6) | Includes 90,200 shares of common stock included in units held by certain investment funds managed by us (the “GLG Funds”). The warrants included in the units are exercisable for 90,200 shares of our common stock beginning on December 21, 2007. Each of the Individual Principals serves as a Managing Director of GLG Partners Limited, the general partner of GLG Partners LP. GLG Partners LP serves as the investment manager of the GLG Funds that have invested in the 90,200 units. GLG Partners LP, as investment manager of the GLG Funds, may be deemed the beneficial owner of all of our securities owned by the GLG Funds. GLG Partners Limited, as general partner of GLG Partners LP, may be deemed the beneficial owner of all of our securities owned by the GLG Funds. Each of the Individual Principals, as a Managing Director of GLG Partners Limited with shared power to exercise investment discretion, may be deemed the beneficial owner of all of our securities owned by the GLG Funds. Each of GLG Partners LP, GLG Partners Limited and the Individual Principals disclaims beneficial ownership of any of these securities, except for their pecuniary interest therein. |
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(7) | Includes 5,798,668 shares of common stock and 300,000 shares of restricted stock which vest in three equal installments on May 15, 2010, 2011 and 2012 and 44,788 shares of restricted stock that vest on February 15, 2011. The amount shown in the table includes an aggregate of 3,800,000 shares of common stock issuable upon exercise of sponsors’ warrants and co-investment warrants and 4,738,560 shares of common stock issuable upon exercise of founders’ warrants which are not currently exercisable. The business address of Mr. Franklin is 555 Theodore Fremd Avenue,Suite B-302, Rye, New York 10580. | |
(8) | Includes 850,000 and 100,000 shares of common stock included in co-investment units owned by Ian Ashken and Tasburgh LLC, respectively, and an aggregate of 950,000 shares issuable upon the exercise of theco-investment warrants. Also includes 1,184,640 shares issuable upon the exercise of founders’ warrants which are not currently exercisable. Mr. Ashken is the majority owner and managing member of Tasburgh LLC. The business address for Mr. Ashken and Tasburgh LLC is 555 Theodore Fremd Avenue,Suite B-302, Rye, New York 10580. Also includes 48,860 shares of restricted stock that vest on February 15, 2011. | |
(9) | Includes 44,104 shares of common stock, 51,201 shares of common stock included in units (consisting of one share of common stock and one warrant to purchase one share of common stock) owned by Mr. Hauslein and 51,201 shares issuable upon the exercise of founders’ warrants included in the units which are not currently exercisable. Also includes 40,717 shares of restricted stock that vest on February 15, 2011. | |
(10) | Includes 44,104 shares of common stock, 51,201 shares of common stock included in units owned by Mr. Lauder and 51,201 shares issuable upon the exercise of founders’ warrants included in the units which are not currently exercisable. Also includes 40,717 shares of restricted stock that vest on February 15, 2011. | |
(11) | Excludes 210,000 shares Mr. White is entitled to receive under the equity participation plan, 110,000 of which will be distributed to him on November 2, 2010 and 100,000 of which will be distributed to him in three equal installments on March 31, 2011, 2012 and 2013, and includes 27,133 shares of restricted stock which vest in two equal installments on March 31, 2011 and 2012. | |
(12) | Includes (i) 206,327 shares of restricted stock which vest on November 2, 2010, subject to our having achieved certain minimum levels of net assets under management as of October 31, 2010; (ii) 100,000 shares of restricted stock which vest in three equal installments on May 15, 2010, 2011 and 2012; and (iii) 48,839 shares of restricted stock which vest in two equal installments on March 31, 2011 and 2012. | |
(13) | Includes (i) 182,453 shares of restricted stock which vest on November 2, 2010, subject to our having achieved certain minimum levels of net assets under management as of October 31, 2010; (ii) 100,000 shares of restricted stock which vest in three equal installments on May 15, 2010, 2011 and 2012; and (iii) 27,133 shares of restricted stock which vest in two equal installments on March 31, 2011 and 2012. | |
(14) | Includes 8,460,857 and 5,640,570 shares beneficially owned by Sage Summit LP and Lavender Heights Capital LP, respectively. The Trustees are the directors of the general partner of each of these limited partnerships. The Individual Principals may be deemed beneficial owners of the foregoing shares. Each of the Individual Principals disclaims beneficial ownership of any of these securities. | |
(15) | Includes 58,900,370 FA Sub 2 exchangeable shares and 58,900,370 associated shares of Series A voting preferred stock beneficially owned by the Gottesman GLG Trust and 4,623 Exchangeable Shares, 4,623 shares of Series A voting preferred stock and 1,309,664 shares of common stock beneficially owned by Mr. Gottesman. Each Exchangeable Share is exchangeable by the holder at any time and from time to time into one share of our common stock, and each share of Series A voting preferred stock will be automatically redeemed upon the exchange of an Exchangeable Share. Also includes 2,688,172 shares of common stock issuable upon conversion of $10 million aggregate principal amount of our 5.0% convertible subordinated notes due 2014. | |
(16) | Includes 58,900,370 and 4,623 shares beneficially owned by the Lagrange GLG Trust and Mr. Lagrange, respectively. Also includes 4,032,258 shares of common stock issuable upon conversion of $15 million aggregate principal amount of our 5.0% convertible subordinated notes due 2014. | |
(17) | Includes 18,338,212 and 350,162 shares beneficially owned by the Roman GLG Trust and Mr. Roman, respectively. Also includes 1,344,086 shares of common stock issuable upon conversion of $5 million aggregate principal amount of our 5.0% convertible subordinated notes due 2014. |
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Common Stock | Warrants | Units | ||||||||||||||||||||||
High | Low | High | Low | High | Low | |||||||||||||||||||
2008: | ||||||||||||||||||||||||
Second Quarter | $ | 12.25 | $ | 7.67 | $ | 4.80 | $ | 1.82 | $ | 17.04 | $ | 9.54 | ||||||||||||
Third Quarter | $ | 9.50 | $ | 4.51 | $ | 3.18 | $ | 0.35 | $ | 12.50 | $ | 5.18 | ||||||||||||
Fourth Quarter | $ | 5.95 | $ | 1.86 | $ | 0.67 | $ | 0.00 | $ | 6.00 | $ | 1.59 | ||||||||||||
2009: | ||||||||||||||||||||||||
First Quarter | $ | 3.44 | $ | 1.94 | $ | 0.15 | $ | 0.03 | $ | 3.23 | $ | 1.90 | ||||||||||||
Second Quarter | $ | 4.25 | $ | 2.26 | $ | 0.37 | $ | 0.06 | $ | 4.39 | $ | 3.02 | ||||||||||||
Third Quarter | $ | 4.61 | $ | 3.51 | $ | 0.42 | $ | 0.18 | $ | 8.06 | $ | 3.86 | ||||||||||||
Fourth Quarter | $ | 4.08 | $ | 2.51 | $ | 0.33 | $ | 0.10 | $ | 4.49 | $ | 2.75 | ||||||||||||
2010: | ||||||||||||||||||||||||
First Quarter | $ | 3.54 | $ | 2.60 | $ | 0.21 | $ | 0.10 | $ | 3.65 | $ | 3.00 | ||||||||||||
Second Quarter | $ | 4.40 | $ | 2.53 | $ | 0.18 | $ | 0.08 | $ | 4.39 | $ | 2.95 | ||||||||||||
Third Quarter (through August 9, 2010) | $ | 4.44 | $ | 4.32 | $ | 0.14 | $ | 0.10 | $ | 4.40 | $ | 4.16 |
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• | the nomination, designation or election of the members of the board of directors of GLG (or the board of any subsidiary) or their respective successors (or their replacements); | |
• | the removal, with or without cause, from the board of directors of GLG (or the board of any subsidiary) of any director; and | |
• | any change in control of GLG. |
• | any incurrence of indebtedness, in one transaction or a series of related transactions, by GLG or any of its subsidiaries in excess of $570 million or, if a greater amount has been previously approved by the controlling stockholders and their respective permitted transferees, such greater amount; | |
• | any issuance by GLG of equity or equity-related securities that would represent, after such issuance, or upon conversion, exchange or exercise, as the case may be, at least 20% of the total voting power of GLG; | |
• | any commitment to invest or investment or series of related commitments to invest or investments in a person or group of related persons in an amount greater than $250 million; | |
• | the adoption of a shareholder rights plan; | |
• | any appointment of a Chief Executive Officer or Co-Chief Executive Officer of GLG; or | |
• | the termination of the employment of an Individual Principal with GLG or any of its material subsidiaries without cause. |
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• | in the event the termination occurs prior to November 2, 2008, 82.5%; | |
• | in the event the termination occurs on or after November 2, 2008 but prior to November 2, 2009, 66%; | |
• | in the event the termination occurs on or after November 2, 2009 but prior to November 2, 2010, 49.5%; | |
• | in the event the termination occurs on or after November 2, 2010 but prior to November 2, 2011, 33%; and | |
• | in the event the termination occurs on or after November 2, 2011 but prior to November 2, 2012, 16.5%. |
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• | to issue that number of shares of GLG common stock as may be required to comply with any such exchange notice; | |
• | to deliver those shares upon receipt by GLG of (1) certificates representing the FA Sub 2 exchangeable shares tendered for exchange and (2) such other documents or instruments as may be reasonably requested by GLG; and | |
• | to record successive transfers of any shares of GLG common stock issued pursuant to any exchange notice first as a transfer by GLG to FA Sub 1 Limited (which will be treated as between GLG and FA Sub 1 Limited as a contribution to the capital of FA Sub 1 Limited) and second as a transfer by FA Sub 1 Limited to FA Sub 2 Limited (which will be treated as between FA Sub 1 Limited and FA Sub 2 Limited as a contribution to the capital of FA Sub 2 Limited) and third as a transfer by FA Sub 2 Limited to the person(s) named in the exchange notice. |
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• | Jon Aisbitt — Chairman of the Board. Mr. Aisbitt was appointed a Non-Executive Director of Man in August 2003 and Non-Executive Chairman of Man in September 2007. He was previously a Partner and Managing Director in the Investment Banking Division of Goldman Sachs and has 20 years’ experience in international corporate finance. Mr. Aisbitt is a citizen of the United Kingdom. | |
• | Robert Aitken — Management Committee, Head of Man Group Compliance. Mr. Aitken joined Man in 2003 from the Financial Services Authority after serving other operating roles in financial services. Mr. Aitken is a citizen of the United Kingdom. | |
• | Alison Carnwath — Senior Independent Non-Executive Director. Ms. Carnwath was appointed aNon-Executive Director of Man in January 2001. Prior to joining the Man Board she spent 20 years working in investment banking. She is Chairman of Land Securities Group plc, and an Independent Director of Paccar Inc. She was an Independent Director of MF Global Holdings Limited until August 2010. Ms. Carnwath is a citizen of the United Kingdom. | |
• | Peter Clarke — Chief Executive. Mr. Clarke joined Man in 1993 from the investment banking industry, having worked at Morgan Grenfell and Citicorp. He became Head of Corporate Finance & Corporate Affairs and was Company Secretary from April 1996 to November 2007. He was appointed to the Man Board in 1997 and became Finance Director in May 2000. Mr. Clarke was Deputy Group Chief Executive from November 2005 until his appointment as Chief Executive in March 2007. Mr. Clarke is a citizen of the United Kingdom. | |
• | Phillip Colebatch — Non-Executive Director. Mr. Colebatch was appointed a Non-Executive Director of Man in September 2007. He was previously a member of the Executive Boards of Swiss Reinsurance Company from 2002 to 2006, Fox Pitt Kelton from 2002 to 2006 and Credit Suisse Group from 1984 to 2001. He is a Non-Executive Director of Insurance Australia Group, Lend Lease Corporation, Swann Insurance (Aust) Pty Ltd. and three private companies. Mr. Colebatch is on the Boards of Trustees of the LGT Group Foundation and the Prince of Liechtenstein Foundation. Mr. Colebatch is a citizen of Australia. | |
• | Dugald Eadie — Non-Executive Director. Mr. Eadie was appointed a Non-Executive Director of Man in January 2002. He has held a number of senior executive positions in the fund management industry. He was most recently Group Managing Director of Henderson plc until his retirement in 1999, following its acquisition by AMP. He is an Honorary Fellow of the Faculty of Actuaries, and a Fellow of the UK Society of Investment Professionals. Mr. Eadie is a citizen of the United Kingdom. | |
• | Tony Gurney — Management Committee, Marketing and Client Services. Mr. E. A. Gurney is Global Head of Product & Client Operations at Man Investments and is a member of its Management Committee. |
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Prior to joining Man Investments in 2006, he spent four years with Financial Risk Management, a fund of hedge funds manager, as COO. In 2000, he left J.P. Morgan with the senior members of the convertible arbitrage trading team to set up Ferox Capital Management, serving as COO. Mr. Gurney is a citizen of the United Kingdom. |
• | Kevin Hayes — Finance Director. Mr. Hayes joined Man as Chief Financial Officer in March 2007 from Lehman Brothers, where he served in a variety of senior finance and strategy positions, latterly as Global Director of Process and Productivity based in New York. He was previously a Partner in the Financial Services practice of Ernst & Young LLP in New York. He was Company Secretary of Man from November 2007 to July 2009 and was appointed to the Man Board in May 2007. Mr. Hayes is a citizen of the United Kingdom. | |
• | Ruud Hendriks — Non-Executive Director. Mr. Hendriks was appointed a Non-Executive Director of Man in August 2009. He was previously with Goldman Sachs Asset Management from 2001 to 2009 where he had been a Managing Director and Co-Head of Sales for Europe, Middle East and Africa. Prior to this, Mr. Hendriks was Global Head of Institutional Sales for Robeco, a leading international asset manager. Mr. Hendriks is a member of the Supervisory Board of Taler Group, Chairman of the Supervisory Board of Financial Assets and a member of the International Board of Advisors of Polaris (an Italian based asset manager). Mr. Hendriks is a citizen of the Netherlands. | |
• | Herbert Item —Management Committee, Chief Investment Officer and Head of hedge fund multi-manager business. Mr. Item joined Man in 1997 with 10 years of equity and derivatives trading experience. Mr. Item was appointed CIO of Man’s integrated hedge fund multi-manager business in 2009, with responsibility for all investment functions. Mr. Item is a citizen of Switzerland. | |
• | Frédéric Jolly — Non-Executive Director. Mr. Jolly was appointed a Non-Executive Director of Man in August 2009. Previously, Mr. Jolly spent fourteen years at Russell Investments where he served as Chief Executive Officer for Europe, Middle East and Africa and as a member of the Global Executive Committee from 2000 to 2008, and as Chairman of the Global Distribution Strategy Committee from 2005 to 2008. Prior to this, Mr. Jolly was Head of Investment Consulting at The Wyatt Company, Paris (now Watson Wyatt). Mr. Jolly was a board member of Pantheon Ventures Ltd. from 2004 to 2008. Mr. Jolly is founding partner of Lexam Partners, an advisory business specializing in financial services. Mr. Jolly is a citizen of France. | |
• | Christoph Möller — Management Committee, Sales. Mr. Möller joined Man in 1981 and moved to his current position in 2001 after serving roles in finance and product structuring. Mr. Möller is a citizen of Switzerland. | |
• | Patrick O’Sullivan — Non-Executive Director. Mr. O’Sullivan was appointed a Non-Executive Director of Man in September 2007. He was previously Vice Chairman of the Group Management Board, as well as Group Finance Director, of Zurich Financial Services Group from 2002 to 2009 and was a Non-Executive Director of Collins Stewart plc from 2006 to 2009. He is Chairman of Old Mutual plc and a Non-Executive Director of the Bank of Ireland and COFRA Holding AG. Mr. O’Sullivan is a citizen of Ireland. | |
• | Michael Robinson — Management Committee, Human Resources. Mr. Robinson joined Man in 2003 after serving in senior roles at INVESCO and as a main board director of Henderson Global Investors plc and a career in the Royal Navy. Mr. Robinson is a citizen of the United Kingdom. | |
• | Stephen Ross — Management Committee, Product Structuring and Financing; Legal. A lawyer by training, Mr. Ross joined Man in 2003 from Clifford Chance LLP, where he was a Partner and Co-head of the Private Funds Group. He is Group General Counsel of Man and Global Head of Product Structuring & Financing. He has been a member of the Management Committee since joining the firm. Mr. Ross is a citizen of the United Kingdom. | |
• | John Rowsell — Management Committee, Head of Man’s Principal Strategies Group. Prior to his current responsibilities, Mr. Rowsell was Chief Investment Officer of Man Glenwood and was Chairman of the Investment and Management Committees. Previously, Mr. Rowsell served as Chief Executive Officer for Glenwood Capital Investments L.L.C. Mr. Rowsell’s principal business address and telephone number is |
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123 N. Wacker Drive, 28th Floor, Chicago, IL 60606;(800) 446-5345. Mr. Rowsell is a citizen of the United States of America. |
• | Tim Wong — Management Committee, AHL. Mr. Wong joined Man in 1991 and moved to his current position as CEO of AHL, Man’s largest fund, in 2001. Mr. Wong is a citizen of the United Kingdom. | |
• | Mike Wright — Management Committee, Technology. Mr. Wright joined Man in 2007 after serving IT leadership roles at Fidelity International (from 2005 to 2007) and Willis Group (from 1997 to 2004). Prior to this he was a consultant at McKinsey. Mr. Wright is a citizen of the United Kingdom. |
• | Lance Donenberg —Vice President. Mr. Donenberg is the Head of Strategic Investments of Man Investments. Prior to his current responsibilities, Mr. Donenberg was Head of Investment Sourcing for Man Glenwood and an Investment Committee member of Glenwood Capital Investments L.L.C. Before joining Glenwood in 2006, Mr. Donenberg was a founding principal with Balyasny Asset Management. Mr. Donenberg’s principal business address and telephone number is 123 N. Wacker Drive, 28th Floor, Chicago, IL 60606;(800) 446-5345. Mr. Donenberg is a citizen of the United States of America. | |
• | Orly Lax— Vice President and Secretary. Ms. Lax is the Head of U.S. Legal and Product Legal of Man Investments. Ms. Lax originally joined Man Investments in 2004. Ms. Lax’s principal business address and telephone number is One Rockefeller Plaza, 16th Floor, New York, NY 10020;(646) 452-9700. Ms. Lax is a citizen of the United States of America. | |
• | John Rowsell— President. See information provided for Mr. Rowsell above. |
• | Lance Donenberg — Vice President. See information provided for Mr. Donenberg above. | |
• | Orly Lax — Vice President and Secretary. See information provided for Ms. Lax above. | |
• | John Rowsell — President. See information provided for Mr. Rowsell above. |
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• | GLG’s annual report onForm 10-K for the year ended December 31, 2009; | |
• | GLG’s quarterly reports onForm 10-Q for the quarters ended March 31, 2010 and June 30, 2010; | |
• | GLG’s current reports onForm 8-K, filed with the SEC on January 5, 2010, February 19, 2010, March 23, 2010, May 11, 2010, May 19, 2010, May 26, 2010, June 25, 2010, July 20, 2010 and August 9, 2010; and | |
• | GLG’s registration statement onForm 8-A/A, filed with the SEC on November 2, 2007, containing a description of GLG common stock. |
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Dated as of May 17, 2010
among
MAN GROUP PLC,
ESCALATOR SUB 1 INC.
and
GLG PARTNERS, INC.
Table of Contents
Page | ||||||
ARTICLE I THE MERGER | A-1 | |||||
Section 1.1 | The Merger | A-1 | ||||
Section 1.2 | Closing | A-1 | ||||
Section 1.3 | Effective Time | A-2 | ||||
Section 1.4 | Effects of the Merger | A-2 | ||||
Section 1.5 | Certificate of Incorporation and By-laws of the Surviving Corporation | A-2 | ||||
Section 1.6 | Directors and Officers of the Surviving Corporation | A-2 | ||||
ARTICLE II EFFECT OF THE MERGER ON THE CAPITAL STOCK OF THE CONSTITUENT CORPORATIONS; EXCHANGE OF CERTIFICATES; COMPANY STOCK OPTIONS | A-2 | |||||
Section 2.1 | Effect on Capital Stock | A-2 | ||||
Section 2.2 | Exchange of Certificates | A-3 | ||||
Section 2.3 | Company Equity Awards | A-5 | ||||
Section 2.4 | Exchangeable Shares and Preferred Stock | A-5 | ||||
Section 2.5 | Withholding Taxes | A-6 | ||||
Section 2.6 | Adjustments | A-6 | ||||
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY | A-6 | |||||
Section 3.1 | Organization, Standing and Corporate Power | A-6 | ||||
Section 3.2 | Capitalization | A-7 | ||||
Section 3.3 | Authority; Voting Requirements | A-7 | ||||
Section 3.4 | Non-contravention | A-8 | ||||
Section 3.5 | Governmental Approvals | A-9 | ||||
Section 3.6 | Information Supplied | A-9 | ||||
Section 3.7 | Brokers | A-9 | ||||
Section 3.8 | Opinion of Financial Advisor | A-9 | ||||
Section 3.9 | Subsidiaries | A-10 | ||||
Section 3.10 | Company SEC Documents; Undisclosed Liabilities | A-10 | ||||
Section 3.11 | Absence of Certain Changes | A-12 | ||||
Section 3.12 | Legal Proceedings | A-12 | ||||
Section 3.13 | Compliance With Laws; Licenses | A-12 | ||||
Section 3.14 | Contracts | A-14 | ||||
Section 3.15 | Tax Matters | A-16 | ||||
Section 3.16 | Employee Benefits and Labor Matters | A-17 | ||||
Section 3.17 | Intellectual Property | A-19 | ||||
Section 3.18 | Title to Property | A-21 | ||||
Section 3.19 | Insurance | A-21 | ||||
Section 3.20 | Funds | A-21 | ||||
Section 3.21 | Environmental Matters | A-23 | ||||
Section 3.22 | No Other Company Representations or Warranties | A-23 | ||||
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB | A-23 | |||||
Section 4.1 | Organization | A-23 | ||||
Section 4.2 | Ownership and Operations of Merger Sub | A-23 | ||||
Section 4.3 | Authority | A-23 |
A-i
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Page | ||||||
Section 4.4 | Non-contravention | A-24 | ||||
Section 4.5 | Governmental Approvals | A-24 | ||||
Section 4.6 | Information Supplied | A-25 | ||||
Section 4.7 | Brokers | A-25 | ||||
Section 4.8 | Sufficient Funds | A-25 | ||||
Section 4.9 | Share Ownership | A-25 | ||||
Section 4.10 | Legal Proceedings | A-25 | ||||
Section 4.11 | Agreements and Understandings | A-25 | ||||
Section 4.12 | No Other Parent Representations or Warranties | A-25 | ||||
ARTICLE V ADDITIONAL COVENANTS AND AGREEMENTS | A-26 | |||||
Section 5.1 | Company Stockholders Meeting; Preparation of the Proxy Statement | A-26 | ||||
Section 5.2 | Parent Shareholders Meeting; Preparation of the Shareholder Circular and Prospectus | A-27 | ||||
Section 5.3 | Takeover Proposals; Board Recommendation; Etc | A-28 | ||||
Section 5.4 | Reasonable Best Efforts | A-30 | ||||
Section 5.5 | Conduct of Business | A-32 | ||||
Section 5.6 | Public Announcements | A-34 | ||||
Section 5.7 | Access to Information; Confidentiality | A-35 | ||||
Section 5.8 | Indemnification and Insurance | A-35 | ||||
Section 5.9 | Section 16 Matters | A-36 | ||||
Section 5.10 | Delisting; Deregistration | A-36 | ||||
Section 5.11 | Notification of Certain Matters; Reports | A-36 | ||||
Section 5.12 | Securityholder Litigation | A-37 | ||||
Section 5.13 | Consolidation | A-37 | ||||
Section 5.14 | Warrant Tender Offers | A-37 | ||||
ARTICLE VI CONDITIONS PRECEDENT | A-37 | |||||
Section 6.1 | Conditions to Each Party’s Obligations to Effect the Merger | A-37 | ||||
Section 6.2 | Additional Conditions to Obligations of Parent and Merger Sub to Effect the Merger | A-38 | ||||
Section 6.3 | Additional Conditions to Obligations of the Company to Effect the Merger | A-38 | ||||
ARTICLE VII TERMINATION | A-39 | |||||
Section 7.1 | Termination | A-39 | ||||
Section 7.2 | Effect of Termination | A-40 | ||||
Section 7.3 | Fees and Expenses | A-40 | ||||
ARTICLE VIII MISCELLANEOUS | A-42 | |||||
Section 8.1 | Survival | A-42 | ||||
Section 8.2 | Amendments; Waivers; Etc | A-42 | ||||
Section 8.3 | Assignment | A-43 | ||||
Section 8.4 | Entire Agreement | A-43 | ||||
Section 8.5 | No Third-Party Beneficiaries | A-43 | ||||
Section 8.6 | Governing Law | A-43 | ||||
Section 8.7 | Jurisdiction | A-43 | ||||
Section 8.8 | Specific Enforcement | A-43 |
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Section 8.9 | WAIVER OF JURY TRIAL | A-44 | ||||
Section 8.10 | Severability | A-44 | ||||
Section 8.11 | Notices | A-44 | ||||
Section 8.12 | Definitions | A-45 | ||||
Section 8.13 | Interpretation | A-51 | ||||
Section 8.14 | Counterparts | A-52 |
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Sugar Quay
Lower Thames Street
London
EC3R 6DU
Attention: | Stephen Ross Jasveer Singh |
767 Fifth Avenue
New York, New York 10153
Fax: (212) 310 8007
Attention: | Jane McDonald Danielle D. Do |
399 Park Avenue, 38th Floor
New York, New York 10022
Attention: Alejandro San Miguel
Fax:(212) 224-7244
30 Rockefeller Plaza
New York, New York 10112
Attention: | Allen Miller Marc Alpert Sey-Hyo Lee |
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200 Park Avenue
New York, New York10166-4193
Attention: | William J. Grant Terrence R. Brady |
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By: | /s/ Stephen Ross |
Title: | General Counsel |
By: | /s/ John B. Rowsell |
Title: | President |
By: | /s/ Alejandro San Miguel |
Title: | General Counsel and Corporate Secretary |
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Dated as of May 17, 2010
among
MAN GROUP PLC
and
THE STOCKHOLDERS LISTED ON SCHEDULE I HERETO
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Page | ||||||||
ARTICLE 1 DEFINED TERMS | B-2 | |||||||
Section 1.1. | Defined Terms | B-2 | ||||||
ARTICLE 2 SHARE EXCHANGE | B-4 | |||||||
Section 2.1. | Share Exchange | B-4 | ||||||
Section 2.2. | Share Exchange Closing | B-4 | ||||||
ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS | B-4 | |||||||
Section 3.1. | Authority | B-4 | ||||||
Section 3.2. | Non-Contravention | B-5 | ||||||
Section 3.3. | Governmental Approvals | B-5 | ||||||
Section 3.4. | Ownership of Shares | B-5 | ||||||
Section 3.5. | Brokers | B-5 | ||||||
Section 3.6. | Purchase for Own Account | B-6 | ||||||
Section 3.7. | Ability to Protect Its Own Interests and Bear Economic Risk | B-6 | ||||||
Section 3.8. | Receipt of Information | B-6 | ||||||
Section 3.9. | Private Placement | B-6 | ||||||
Section 3.10. | Parent Shares | B-6 | ||||||
Section 3.11. | Information Supplied | B-6 | ||||||
ARTICLE 4 [RESERVED] | B-7 | |||||||
ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF PARENT | B-7 | |||||||
Section 5.1. | Organization | B-7 | ||||||
Section 5.2. | Capitalization | B-7 | ||||||
Section 5.3. | Authority | B-7 | ||||||
Section 5.4. | Non-Contravention | B-8 | ||||||
Section 5.5. | Governmental Approvals | B-8 | ||||||
Section 5.6. | Brokers | B-8 | ||||||
Section 5.7. | Regulatory Reports; Undisclosed Liabilities | B-8 | ||||||
Section 5.8. | Absence of Certain Changes | B-9 | ||||||
Section 5.9. | Legal Proceedings | B-9 | ||||||
Section 5.10. | Valid Issuance | B-9 | ||||||
Section 5.11. | Purchase for Own Account | B-9 | ||||||
Section 5.12. | Ability to Protect its Own Interests and Bear Economic Risk | B-9 | ||||||
Section 5.13. | Receipt of Information | B-10 | ||||||
Section 5.14. | Private Placement | B-10 | ||||||
Section 5.15. | Legend | B-10 | ||||||
Section 5.16. | Exclusivity of Representations and Warranties | B-10 | ||||||
Section 5.17. | No Other Parent Representations or Warranties | B-10 | ||||||
ARTICLE 6 ADDITIONAL AGREEMENTS | B-11 | |||||||
Section 6.1. | Exchange of Exchangeable Shares | B-11 | ||||||
Section 6.2. | Share Exchange Commitment | B-11 | ||||||
Section 6.3. | Transfer and Other Restrictions | B-11 |
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Section 6.4. | No Solicitation | B-11 | ||||||
Section 6.5. | Further Assurances | B-12 | ||||||
Section 6.6. | Exchange Shares | B-12 | ||||||
Section 6.7. | Public Statements | B-12 | ||||||
Section 6.8. | Fiduciary Duties | B-13 | ||||||
Section 6.9. | Amendment of Agreements | B-13 | ||||||
Section 6.10. | Resignation from the Company’s Board of Directors | B-13 | ||||||
Section 6.11. | No Dealing | B-13 | ||||||
Section 6.12. | Parent Shareholders Meeting; Preparation of the Shareholder Circular and Prospectus | B-13 | ||||||
Section 6.13. | Employment Agreements | B-14 | ||||||
Section 6.14. | Continued Reinvestment | B-14 | ||||||
ARTICLE 7 CONDITIONS | B-14 | |||||||
Section 7.1. | Conditions to Each Party’s Obligation to Effect the Share Exchange | B-14 | ||||||
Section 7.2. | Conditions to Obligations of Parent | B-15 | ||||||
Section 7.3. | Conditions to Obligation of the Stockholders | B-15 | ||||||
ARTICLE 8 SURVIVAL; TRUSTEE LIABILITY | B-16 | |||||||
Section 8.1. | Survival | B-16 | ||||||
Section 8.2. | Trustee Liability | B-16 | ||||||
ARTICLE 9 TERMINATION, AMENDMENT AND WAIVER | B-17 | |||||||
Section 9.1. | Termination | B-17 | ||||||
Section 9.2. | Amendment | B-17 | ||||||
Section 9.3. | Waiver | B-17 | ||||||
ARTICLE 10 GENERAL PROVISIONS | B-18 | |||||||
Section 10.1. | Assignment | B-18 | ||||||
Section 10.2. | Entire Agreement | B-18 | ||||||
Section 10.3. | No Third-Party Beneficiaries | B-18 | ||||||
Section 10.4. | Governing Law | B-18 | ||||||
Section 10.5. | Jurisdiction | B-18 | ||||||
Section 10.6. | Specific Performance | B-18 | ||||||
Section 10.7. | WAIVER OF JURY TRIAL | B-18 | ||||||
Section 10.8. | Severability | B-19 | ||||||
Section 10.9. | Notices | B-19 | ||||||
Section 10.10. | Fees and Expenses | B-19 | ||||||
Section 10.11. | Interpretation | B-19 | ||||||
Section 10.12. | Counterparts | B-20 |
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Attention: | Stephen Ross |
Attention: | Jane McDonald |
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By: | /s/ Stephen Ross |
Title: | General Counsel |
/s/ Noam Gottesman |
Roman GLG Trust
By: | /s/ Jeffrey A. Robins |
Title: | Director |
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G&S TRUSTEES LIMITED, in its capacity as trustee of the LAGRANGE GLG TRUST |
By: | /s/ Nigel Bentley |
Title: | Director |
By: | /s/ Nigel Bentley |
Title: | Director |
By: | /s/ Leslie J. Schreyer |
Title: | Director |
By: | /s/ Leslie J. Schreyer |
Title: | Director |
By: | /s/ Jeffrey A. Robins |
Title: | Vice President and Assistant Secretary |
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Common | ||||||||||||
Shares | Preferred | |||||||||||
(Other than | Open | Shares and | ||||||||||
Open Market | Market | Exchangeable | ||||||||||
Name | Shares) | Shares | Shares | |||||||||
Noam Gottesman | 1,309,664 | 4,623 | ||||||||||
Pierre Lagrange | 4,623 | |||||||||||
Emmanuel Roman | 1,466 | 348,696 | ||||||||||
Gottesman GLG Trust | 58,900,370 | |||||||||||
Jackson Holding Services Inc. | 17,988,050 | |||||||||||
Roman GLG Trust(1) | ||||||||||||
Point Pleasant Ventures Ltd. | 58,900,370 | |||||||||||
Lagrange GLG Trust(2) | ||||||||||||
Lavender Heights Capital LP | 5,640,570 | |||||||||||
Sage Summit LP | 8,460,854 | |||||||||||
Total | 90,995,933 | 1,658,360 | 58,904,993 |
(1) | Stockholder owns its interests through Jackson Holding Services Inc. | |
(2) | Stockholder owns its interests through Point Pleasant Ventures Ltd. |
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Attention: | Stephen Ross |
Attention: | Jane McDonald |
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By: | /s/ Stephen Ross |
Title: | General Counsel |
By: | /s/ John B. Rowsell |
Title: | President |
Roman GLG Trust
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By: | /s/ Jeffrey A. Robins |
Title: | Director |
By: | /s/ Nigel Bentley |
Title: | Director |
By: | /s/ Nigel Bentley |
Title: | Director |
By: | /s/ Leslie Schreyer |
Title: | Director |
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SAGE SUMMIT LP |
By: | /s/ Leslie J. Schreyer |
Title: | Director |
By: | /s/ Jeffrey A. Robins |
Title: | Vice President and Assistant Secretary |
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Company | ||||||||||||
Common Stock | ||||||||||||
Issuable Upon | ||||||||||||
Company | Conversion of | |||||||||||
Common | Company | Convertible | ||||||||||
Name | Stock | Preferred Stock | Notes | |||||||||
Noam Gottesman | 1,309,664 | 4,623 | ||||||||||
Pierre Lagrange | 4,623 | |||||||||||
Emmanuel Roman | 350,162 | |||||||||||
Gottesman GLG Trust | 58,900,370 | |||||||||||
Jackson Holding Services Inc. | 17,988,050 | 1,344,086 | ||||||||||
Roman GLG Trust(1) | ||||||||||||
Point Pleasant Ventures Ltd. | 58,900,370 | 4,032,258 | ||||||||||
Lagrange GLG Trust(2) | ||||||||||||
Lavender Heights Capital LP | 5,640,570 | |||||||||||
Sage Summit LP | 8,460,854 | |||||||||||
TOMS International Ltd. | 2,688,172 | |||||||||||
Total | 92,654,293 | 58,904,993 | 8,064,516 |
(1) | Stockholder owns its interests through Jackson Holding Services Inc. | |
(2) | Stockholder owns its interests through Point Pleasant Ventures Ltd. |
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399 PARK AVENUE 5TH FLOOR NEW YORK, NEW YORK 10022 | ||
![]() | T212.880.7300 F212.880.4260 |
NEW YORK | | | BOSTON | | | CHICAGO | | | LONDON | | | LOS ANGELES | | | SYDNEY |
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![(MOELIS & COMPANY LOGO)](https://capedge.com/proxy/PRER14A/0000950123-10-075441/y85078ay8507801.gif)
NEW YORK | | | BOSTON | | | CHICAGO | | | LONDON | | | LOS ANGELES | | | SYDNEY |
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By: | /s/ Joseph A. Stern |
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NOAM GOTTESMAN, EMMANUEL ROMAN AND PIERRE LAGRANGE]
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By: | /s/ Jasveer Singh |
Title: | Attorney |
By: | /s/ Alejandro San Miguel |
Title: | General Counsel |
Date
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Executed as a Deed by | ) | |||||||
Emmanuel Roman | ) | /s/ Emmanuel Roman | ||||||
in the presence of: | ) | |||||||
Signature | /s/ Barrie Roman | |||||||
Name | Barrie S. Roman |
Executed as a Deed by | ) | /s/ Jasveer Singh | ||||
Man Group PLC | ) | |||||
Jasveer Singh | ||||||
Attorney | ||||||
In the presence of: | ||||||
/s/ Elisabeth Marsden | ||||||
Solicitor | ||||||
Executed as a Deed by | ) | /s/ Alejandro San Miguel | ||||
GLG Partners, Inc. | ) | |||||
Alejandro San Miguel | ||||||
Name | ||||||
General Counsel | ||||||
Title |
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Executed as a Deed by | ) | |||||||
Pierre Lagrange | ) | /s/ Pierre Lagrange | ||||||
in the presence of: | ) | |||||||
Signature | /s/ Catherine Amspach | |||||||
Name | Catherine Amspach |
Executed as a Deed by | ) | /s/ Jasveer Singh | ||||
Man Group PLC | ) | |||||
Jasveer Singh | ||||||
Attorney | ||||||
In the presence of: | ||||||
/s/ Elizabeth Marsden | ||||||
Solicitor | ||||||
Executed as a Deed by | ) | /s/ Alejandro San Miguel | ||||
GLG Partners, Inc. | ) | |||||
Alejandro San Miguel | ||||||
Name | ||||||
General Counsel | ||||||
Title |
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c/o Ogier Fiduciary Services (Cayman) Limited
89 Nexus Way
Camana Bay
Grand Cayman KY1-9007
Cayman Islands
c/o Ogier Fiduciary Services (Cayman) Limited
89 Nexus Way
Camana Bay
Grand Cayman KY1-9007
Cayman Islands
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By: | /s/ Peter Clarke |
Title: | Chief Executive |
By: | /s/ John B. Rowsell |
Title: | President |
By: | /s/ Alejandro San Miguel |
Title: | General Counsel and Corporate |
By: | Sage Summit Ltd., its general partner |
By: | /s/ Leslie J. Schreyer |
Title: | Director |
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LAVENDER HEIGHTS CAPITAL LP |
By: | Mount Garnet Limited, its general partner |
By: | /s/ Leslie J. Schreyer |
Title: | Director |
By: | /s/ Fiona Barrie |
Title: | Authorised Signatory |
By: | /s/ Inderjit Singh |
Title: | Authorised Signatory |
By: | /s/ Fiona Barrie |
Title: | Authorised Signatory |
By: | /s/ Inderjit Singh |
Title: | Authorised Signatory |
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DATED AUGUST 10, 2010
399 PARK AVENUE,
38TH FLOOR NEW
YORK, NY 10022
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on September , 2010. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. If you vote by the Internet, you should not return your proxy card.
Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on September , 2010. Have your proxy card in hand when you call and then follow the instructions. If you vote by telephone, you should not return your proxy card.
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 to be received by September , 2010.
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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | KEEP THIS PORTION FOR YOUR RECORDS | |||
DETACH AND RETURN THIS PORTION ONLY |
The Board of Directors recommends you vote FOR the following proposal(s): |
For | Against | Abstain | ||||||||
1 Adoption of the Agreement and Plan of Merger dated as of May 17, 2010 among GLG Partners, Inc., Man Group plc, and Escalator Sub 1 Inc. (the “Merger Proposal”). | o | o | o | |||||||
For | Against | Abstain | ||||||||
2 Approval of the adjournment of the special meeting, if necessary, to permit further solicitation and vote of proxies if there are insufficient votes at the time of the special meeting to approve the Merger Proposal. | o | o | o | |||||||
NOTE: Such other business as may properly come before the meeting or any adjournment or postponement thereof. |
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership please sign in full corporate or partnership name, by authorized officer. |
Signature [PLEASE SIGN WITHIN BOX] | Date | Signature (Joint Owners) | Date |
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SPECIAL MEETING OF STOCKHOLDERS
SEPTEMBER , 2010
10:00 a.m. Eastern Time
30 ROCKEFELLER PLAZA
NEW YORK, NY 10112
(212) 408-5100
YOU CAN VOTE BY INTERNET, TELEPHONE OR MAIL. SEE THE INSTRUCTIONS ON THE
OTHER SIDE OF THIS CARD.
![()](https://capedge.com/proxy/PRER14A/0000950123-10-075441/y85078ay8507805.gif)
GLG PARTNERS, INC.
SOLICITED BY AND ON BEHALF OF THE BOARD OF
DIRECTORS