17 May 2010
GLG Partners has announced that it has agreed to be acquired by Man Group. The proposed acquisition will be made through two concurrent transactions: a cash merger under a merger agreement entered into among GLG, Man and a Man merger subsidiary; and a share exchange under an agreement entered into among GLG’s principals (Noam Gottesman, Pierre Lagrange and Emmanuel Roman, together with their related trusts and affiliated entities) and two limited partnerships that hold shares.
The Board of Directors of GLG has unanimously approved the merger and share exchange agreements and is recommending to GLG’s stockholders that they adopt and approve the merger agreement and approve the merger.
Immediately prior to the closing of the merger Man will acquire all of the common stock of GLG held by the principals and the equity participation plan partnerships in exchange for Man ordinary shares at an exchange ratio of 1.0856 Man shares per GLG share. Based on the closing prices of GLG and Man stock on May 14, 2010, the exchange ratio represents a value of $3.50 per GLG share. The share exchange is subject to a cap on the value of Man shares to be received of $4.25 per GLG share.
The acquisition transaction is expected to close in the third quarter of 2010 and following the acquisition, GLG will be a wholly owned subsidiary of Man.
The Board of Directors of GLG has unanimously approved the merger and share exchange agreements and is recommending to GLG’s stockholders that they adopt and approve the merger agreement and approve the merger.
Immediately prior to the closing of the merger Man will acquire all of the common stock of GLG held by the principals and the equity participation plan partnerships in exchange for Man ordinary shares at an exchange ratio of 1.0856 Man shares per GLG share. Based on the closing prices of GLG and Man stock on May 14, 2010, the exchange ratio represents a value of $3.50 per GLG share. The share exchange is subject to a cap on the value of Man shares to be received of $4.25 per GLG share.
“This is a transformational step for GLG,” said Noam Gottesman, Chairman and Co-CEO of GLG. “We have known Man for many years and can be certain that our two businesses are highly complementary, both focused on delivering long-term performance but each with differing client bases and uncorrelated investment strategies. The combination of Man’s outstanding distribution and structuring capabilities together with our industry leading investment teams will benefit all stakeholders, particularly investors in our funds whose interests will be exceptionally well served from within the combined group. The independent committee of our Board has unanimously recommended acceptance of the cash merger to our shareholders, and as a management team we are looking forward to working with our new colleagues at Man following the close of this transaction.”
Commenting on the Acquisition Jon Aisbitt, Chairman of Man, said: “I am delighted to announce Man's proposed acquisition of GLG to create a diversified, world-leading alternative investment manager with $63 billion in funds under management. It is central to Man's stated strategy of acquiring high quality discretionary investment management capability to broaden our range of diversified, liquid strategies for the benefit of our investors. The combination of the two businesses aligns the interests of
both firms' fund investors, management and shareholders and creates a well capitalised
industry leader.”
Peter Clarke, Chief Executive of Man, said: “Today we have announced a transaction with GLG which positions Man as the industry leader in liquid, alternative investment strategies. The combination will provide comprehensive and compelling investment solutions to our investors worldwide, meeting investor demands head on and providing the acumen and flexibility investors are seeking in today's rapidly changing markets. The fit between the two businesses is excellent; across investment strategies, geography and investor base. Man's quantitative and multi-manager expertise complements GLG's long track record in discretionary investment strategies, and both firms focus on liquid, transparent and dynamic trading. The structure of the transaction allows us to retain vital focus and commitment to performance whilst integrating Man's leading structuring and distribution capabilities to the advantage of investors and shareholders alike. We have deployed surplus capital in an earnings enhancing transaction to access savings, balance our investment strategies, and created a powerful business from which we can grow organically. I am delighted to be working with them as senior executives in Man as we build out from what we have created, and to welcome all of GLG's partners and employees into Man."
The acquisition transaction is expected to close in the third quarter of 2010 and following the acquisition, GLG will be a wholly owned subsidiary of Man.
