Fri, 15/02/2013 - 06:29
Artio Global Investors is to merge with Aberdeen Asset Management in a deal which will see Aberdeen acquire Artio Global for USD2.75 in cash per share.
The price represents a premium of approximately 34 per cent over the closing price of Artio Global’s common stock as of 13 February 2013, and a premium of approximately 37 per cent over the average closing price of Artio Global’s common stock during the 30 trading days ending 13 February 2013.
“I am delighted to be able to announce this merger, which we believe will be very beneficial for our clients and shareholders,” says Tony Williams (pictured), chief executive officer of Artio Global. “Aberdeen brings vast financial strength, with a market cap of over USD7.5bn, and has a strong investment-centric culture consistent with Artio Global’s.
“Our high grade and global high yield teams will form a core part of Aberdeen’s fixed income capabilities, enhanced by the depth of its resources. We will continue to manage our international equity and global equity strategies until the anticipated closing date, at which time Aberdeen will assume investment management responsibilities for them, subject to client consent. Aberdeen has a strong record of investment performance and we are confident that our clients will benefit from its robust investment process and global footprint of analytical resources.”
Artio Global’s board of directors, acting on the recommendation of a special committee of independent directors, unanimously approved the merger agreement and resolved to recommend that the company’s shareholders vote to authorise and approve the transaction.
Concurrently with the execution of the merger agreement, GAM Holding, Richard Pell and Rudolph-Riad Younes have entered into voting agreements providing that they will vote in favour of the transaction. In aggregate, these shareholders represent approximately 45 per cent of the company’s outstanding shares as of 13 February 2013. In addition, Pell and Younes entered into an amended and restated tax receivable agreement with Aberdeen and Artio Global pursuant to which, effective at closing of the transaction, Pell and Younes agreed to waive certain provisions relating to a change in control of Artio Global and Aberdeen agreed to modify certain provisions relating to payments that Pell and Younes were entitled to under the original tax receivable agreement.
The transaction, which is currently expected to close by the end of the second quarter or early in the third quarter of 2013, is subject to customary closing conditions, including, US antitrust approval, approval of a majority of Artio Global shareholders and approval of certain Artio Global mutual fund shareholders.
Goldman Sachs is acting as financial advisor and Davis Polk & Wardwell is acting as legal advisor to the special committee of Artio Global’s board of directors. JP Morgan is acting as financial advisor and Willkie Farr & Gallagher is acting as legal advisor to Aberdeen.
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