NAPERVILLE, Ill., Jan. 11, 2017 /PRNewswire/ -- Calamos Asset
Management, Inc. (NASDAQ: CLMS) ("CAM"), a publicly traded
holding company which currently owns a minority stake of the
investment firm Calamos Investments LLC, announced today that it
has executed a definitive agreement to be acquired by an
entity (the "Acquirer") indirectly owned by Mr. John P. Calamos, Sr. and Mr. John Koudounis. Mr. Calamos is the founder
and Global Chief Investment Officer of Calamos Investments LLC, and
CAM's Chairman. Mr. Koudounis is the Chief Executive
Officer of CAM.
Consistent with the company's prior announcement on December 19, 2016, the definitive agreement
provides for the Acquirer to first commence a tender offer to
acquire all of the outstanding shares of Class A common stock of
CAM for $8.25 per share in
cash. The tender offer will be followed by a second-step
merger (pursuant to Section 251(h) of Delaware's corporations statute), in which any
shares not tendered (other than shares owned by Acquirer, and
shares for which appraisal is properly sought under applicable law)
would be converted into the right to receive the same cash price as
paid in the tender offer.
CAM's Board of Directors approved the merger agreement based on
the unanimous recommendation of an independent Special
Committee. Following deliberate and comprehensive
negotiation, the Special Committee, in consultation with its
financial and legal advisors, concluded that the proposed
transaction was fair and in the best interests of CAM's public
shareholders, and CAM's Board of Directors unanimously recommended
that shareholders tender their shares.
Mr. Calamos said: "We are pleased to have finalized an
agreement with the Special Committee on the terms of this
transaction. As investors at Calamos, we have always taken
the long view. I believe a fully private ownership structure
will enable us to focus on managing to our vision for the firm's
long-term growth."
Mr. Koudounis added: "Upon arriving at Calamos, I directed
an extensive analysis of our corporate structure. Being a fully
private company—consistent with 95% of asset managers today—will
allow us to manage the business with the same long-term view that
we apply to our investment approach. By eliminating the distraction
of the market's increased focus on short-term metrics, we can be
singularly dedicated to improving our key performance areas."
Under the terms of the definitive agreement, the tender offer is
to commence within 7 business days of the date of the
agreement. The transaction is expected to close during the
first quarter of 2017, subject to conditions set forth in the
definitive agreement. The transaction is not subject to a
minimum number of shares being tendered. In light of the
transaction announced today, the Board of Directors of CAM does not
expect to declare quarterly dividends going forward.
BofA Merrill Lynch is serving as financial advisor to Messrs.
Calamos and Koudounis and Kramer Levin
Naftalis & Frankel LLP is serving as their legal
counsel. Duff and Phelps, LLC is serving as financial advisor
to the Special Committee of the Board of Directors and Morris,
Nichols, Arsht & Tunnell LLP as its legal counsel.
Vedder Price P.C. is legal counsel
to CAM.
As of September 30, 2016, CAM owned 22.2% of Calamos
Investments, with the remaining 77.8% being privately owned by
Calamos Partners LLC. Mr. Calamos, other Calamos family members and
Mr. Koudounis, directly and indirectly own 100% of Calamos
Partners. Calamos Partners also currently owns all of CAM's
outstanding Class B common stock, which represents 97.4% of
the combined voting power of all classes of CAM's voting stock.
Forward Looking Statements
Any statements made in this communication that are not
statements of historical fact, including statements about the
expected timetable for completing the transaction and the potential
effects of the acquisition, are forward-looking statements that are
based on management's beliefs, certain assumptions and current
expectations and should be evaluated as such. These statements may
be identified by their use of forward-looking terminology such as
the words "expects," "projects," "anticipates," "intends" and other
similar words. Forward-looking statements include statements that
may relate to CAM's or the Acquirer's plans, objectives,
strategies, goals, future events, future revenues or performance,
and other information that is not historical information. Such
forward-looking statements involve risks and uncertainties that
could cause actual results to differ materially from those
projected. These risks and uncertainties include, but are not
limited to, the satisfaction of the conditions to the tender offer
and the merger contained in the definitive agreement; the absence
of certain material adverse changes in the business of CAM; and
general economic, business and market conditions. For a more
complete discussion of certain of the risks and uncertainties with
respect to the business of CAM, see the discussion of risks and
uncertainties in CAM's annual report on Form 10-K for the fiscal
year ended December 31, 2015, other
reports CAM files under the Securities and Exchange Commission (the
"SEC"), as well as the tender offer documents to be filed by the
Acquirer and by CAM. The forward-looking statements contained in
this press release are made as of the date that the press release
is issued, and CAM undertakes no obligation to update any
forward-looking statements, whether as a result of future events,
new information or otherwise, except as required by law. All
forward-looking statements in this document are qualified in their
entirety by this cautionary statement.
Important Additional Information and Where to Find It
The tender offer described in this press release has not yet
commenced. This communication is for informational purposes only
and is neither an offer to purchase nor a solicitation of an offer
to sell shares of CAM, nor is it a substitute for the tender offer
materials that the Acquirer will file with the SEC upon
commencement of the tender offer. At the time that the tender offer
is commenced, the Acquirer will file tender offer materials on
Schedule TO with the SEC, and CAM will file a
Solicitation/Recommendation Statement on Schedule 14D-9 with the
SEC with respect to the offer. THE TENDER OFFER MATERIALS
(INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL
AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT
INFORMATION THAT SHOULD BE READ CAREFULLY AND CONSIDERED BY CAM'S
STOCKHOLDERS BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER
OFFER. Both the tender offer statement and the
solicitation/recommendation statement will be made available to
CAM's stockholders free of charge. A free copy of the tender offer
statement and the solicitation/recommendation statement will also
be made available to all stockholders of CAM by contacting CAM at
IR@calamos.com or by phone at +1.630.245.7200, or by visiting CAM's
website (www.calamos.com). In addition, the tender offer statement
and the solicitation/recommendation statement (and all other
documents filed with the SEC) will be available at no charge on the
SEC's website (www.sec.gov) upon filing with the SEC. CAM'S
STOCKHOLDERS ARE ADVISED TO READ THE TENDER OFFER STATEMENT AND THE
SOLICITATION/RECOMMENDATION STATEMENT, WHEN THEY BECOME AVAILABLE,
AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND ANY
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME
AVAILABLE BEFORE THEY MAKE ANY DECISION WITH RESPECT TO THE TENDER
OFFER, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION AND THE PARTIES TO THE TRANSACTION.
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/calamos-asset-management-inc-executes-definitive-agreement-to-be-acquired-by-founder-john-calamos-and-ceo-john-koudounis-300389321.html
SOURCE Calamos Asset Management, Inc.