Offer price of $12.85 represents 41% premium to closing stock
price
BOSTON and FAIRPORT,
N.Y., April 1, 2022 /PRNewswire/ -- Manning
& Napier, Inc. (NYSE:MN), ("Manning & Napier" or "the
Company"), an experienced investment manager offering comprehensive
wealth and asset management services, and Callodine Group, LLC
("Callodine"), a Boston-based
asset management firm, today announced they have entered into a
definitive agreement under which Manning & Napier will go
private and be acquired by Callodine. The purchase price of
$12.85 per share of Company common
stock represents a 41% premium above the closing price of Manning
& Napier common stock on March 31,
2022 and a premium of approximately 55% to Manning &
Napier's volume-weighted average price for the last 90 calendar
days. In addition, Callodine will purchase from M&N Holdings,
LLC all of the outstanding limited liability company interests in
Manning & Napier Group, LLC that the Company does not own at a
price per unit of $12.85. The
proposed acquisition is expected to close in the third quarter of
2022, contingent upon shareholder approval and other customary
closing conditions. Between now and closing, the Company
anticipates continuing its regular dividend payment to
shareholders.
Callodine is executing the proposed acquisition in partnership
with East Asset Management ("EAM"). Manning & Napier Chief
Executive Officer, Marc Mayer, will
remain in his position and will roll over a significant portion of
his currently held shares into the new private company.
Following the close, Manning & Napier will become a wholly
owned subsidiary of Callodine, adding an experienced investment
management business to Callodine's growing platform.
Manning & Napier's management team, investment philosophy
and processes, client-facing teams, and stewardship groups are
expected to remain in place, and the proposed combination with
Callodine is expected to provide capital resources, long-term
stability, and additional investment capabilities to drive the
firm's next phase of growth. As part of the Callodine platform,
Manning & Napier will continue to focus on delivering superior
results for clients while pushing its key strategic initiatives
forward.
"Manning & Napier represents a best-in-class investment
management firm that we are thrilled to welcome to the Callodine
Group platform," said James Morrow,
founder and CEO of Callodine. "Growing up in Rochester, NY and having previously been a
shareholder of the Company after its IPO, we know this is a
business with a long and proud tradition of delivering outstanding
results for clients. We look forward to partnering with the current
management team to continue to uphold that standard of
excellence."
"Callodine is a long-term investor with deep roots in upstate
and western New York, and a
natural fit for us, culturally and strategically," said
Marc Mayer, Chairman and CEO of
Manning & Napier. "We view the combination with Callodine as
providing significant benefits to all stakeholders. Manning &
Napier has been relentlessly focused on client outcomes since our
founding more than 50 years ago, and, under the umbrella of
Callodine, we will be even better positioned to deliver meaningful
outcomes for our clients over the long term. We are grateful for
the support of our shareholders and are glad that the combination
with Callodine will add further to the strong returns we have
generated over the past two years. This partnership will drive our
next phase of responsible and thoughtful growth, which will create
opportunities for our employees and will further strengthen our
ties to our communities."
Transaction Details
At the closing of the transaction,
Manning & Napier will de-register its shares with the SEC and
de-list its shares from the New York Stock Exchange.
Executive officers of the Company have entered into a support
agreement pursuant to which they have agreed, among other things,
to vote their shares of company stock in favor of the transaction,
subject to certain conditions. These stockholders currently
represent approximately 10% of the current outstanding voting power
of the Manning & Napier common stock.
Consistent with the Manning & Napier Board's commitment to
maximizing stockholder value, under the terms of the definitive
merger agreement, Manning & Napier Board and advisors may
actively initiate, solicit and consider alternative acquisition
proposals during a 40-day "go shop" period. Manning & Napier
has the right to terminate the merger agreement to accept a
superior proposal during the go-shop period, subject to the terms
and conditions of the merger agreement. During this process,
Callodine will have certain information and "matching" rights to
increase its offer price to match or exceed any otherwise superior
proposals. There can be no assurances that this process will
result in a superior proposal, and Manning & Napier does not
intend to disclose developments with respect to this solicitation
process unless and until Manning & Napier's Board makes a
determination requiring further disclosure.
Additional details and information about the terms and
conditions of the acquisition will be available in a current report
on Form 8-K to be filed by Manning & Napier with the Securities
and Exchange Commission.
PJT Partners served as financial advisor and Gibson, Dunn &
Crutcher LLP served as legal counsel to Manning & Napier.
Manning & Napier's management team was represented by Morgan,
Lewis & Bockius LLP.
Wells Fargo Securities, LLC served as lead financial advisor to
Callodine. Aviditi Advisors and MSI Capital Management, LLC also
served as financial advisors and Sidley Austin LLP served as legal
counsel to Callodine.
About Callodine Group Callodine Group is an asset
management platform with approximately $2
billion in assets that specializes in yield-oriented
investment strategies. The firm has the ability to invest across
the capital structure in multiple asset classes and pursues
income-oriented investments with high cash yields and the potential
for equity-like returns. Callodine's asset management subsidiaries
target investment strategies across public equities, private credit
and real estate on behalf of their individual and institutional
investor clients. For additional information about the firm, please
visit Callodine's website at www.callodine.com.
About East Asset Management
Formed in 2010, East Asset
Management ("EAM") is dedicated to investing in private &
public market securities and has formed multiple investment
vehicles that provide capital to a variety of industries including
energy, media, real estate, asset management, and sports and
entertainment. EAM is an entity owned by Terrence and Kim Pegula, owners of Pegula Sports
& Entertainment, the management company streamlining key
business areas across all Pegula family-owned sports and
entertainment properties including the Buffalo Bills, Buffalo
Sabres, Buffalo Bandits, Rochester Nighthawks, Rochester Americans,
Harborcenter, Black River Entertainment and ADPRO Sports. East
Asset Management is a strategic investor in Callodine Group.
About Manning & Napier, Inc.
Manning &
Napier (NYSE: MN) provides a broad range of investment
solutions through separately managed accounts, mutual funds, and
collective investment trust funds, as well as a variety of
consultative services that complement our investment process.
Founded in 1970, we offer equity and fixed income strategies, as
well as a range of blended asset portfolios, including life cycle
funds. We serve a diversified client base of high-net-worth
individuals and institutions, including 401(k) plans, pension
plans, Taft-Hartley plans, endowments and foundations. For many of
these clients, our relationship goes beyond investment management
and includes customized solutions that address key issues and solve
client-specific problems. We are headquartered in Fairport,
NY and had 279 employees as of December 31, 2021.
Additional Information and Where to Find It
In connection with the proposed transaction, Manning &
Napier, Inc. (the "Company") expects to file a proxy statement, as
well as other relevant materials, with the Securities and Exchange
Commission (the "SEC"). This communication is not intended to be,
and is not, a substitute for the proxy statement or any other
document that the Company may file with the SEC in connection with
the proposed transaction. WE URGE INVESTORS TO READ THE PROXY
STATEMENT AND THESE OTHER MATERIALS FILED WITH THE SEC CAREFULLY
AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors will be able to obtain free copies of the proxy statement
(when available) and other documents that will be filed by the
Company with the SEC at http://www.sec.gov, the SEC's website, or
from the Company's website (http://ir.manning-napier.com). In
addition, the proxy statement and other documents filed by the
Company with the SEC (when available) may be obtained from the
Company free of charge by directing a request to Investor Relations
at http://ir.manning-napier.com.
Participants in the Solicitation
The Company, its directors and certain of its officers and
employees, may be deemed to be participants in the solicitation of
proxies from Company stockholders in connection with the proposed
transaction. Information about the Company's directors and
executive officers is set forth in its definitive proxy statement
for its 2021 annual meeting of shareholders filed with the SEC on
April 29, 2021. To the extent the
holdings of Company securities by the Company's directors and
executive officers have changed since the amounts set forth in the
proxy statement for its 2021 annual meeting of shareholders, such
changes have been or will be reflected on Statements of Change in
Ownership on Form 4 filed with the SEC. These documents may be
obtained free of charge at the SEC's web site at www.sec.gov and on
the Investor Relations page of the Company's website located at
http://ir.manning-napier.com. Additional information regarding the
interests of participants in the solicitation of proxies in
connection with the proposed transaction will be included in the
proxy statement and other relevant materials the Company may file
with the SEC.
Forward-Looking Statements
This communication includes statements that are forward-looking
statements made pursuant to the safe harbor provisions of the
Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, including
statements regarding the proposed acquisition of the Company,
stockholder and other approvals, the expected timetable for
completing the proposed transaction and any other statements
regarding the Company's future expectations, beliefs, plans,
objectives, financial conditions, assumptions or future events or
performance that are not historical facts. This information may
involve risks and uncertainties that could cause actual results to
differ materially from such forward-looking statements. These
risks and uncertainties include, but are not limited to: failure to
obtain the required vote of the Company's stockholders; the timing
to consummate the proposed transaction; satisfaction of the
conditions to closing of the proposed transaction may not be
satisfied; the risk that a regulatory approval that may be required
for the proposed transaction is not obtained or is obtained subject
to conditions that are not anticipated; the diversion of
management's time on transaction-related issues.
All statements, other than statements of historical fact,
including statements regarding guidance, industry prospects, future
results of operations or financial position, expected sources of
incremental margin, strategy, financing needs, future capital
expenditures and the outcome or effect of ongoing litigation,
should be considered forward looking statements made in good faith
by the Company, as applicable, and are intended to qualify for the
safe harbor from liability established by the Private Securities
Litigation Reform Act of 1995. When used in this communication, or
any other documents, words such as "anticipate," "believe,"
"estimate," "expect," "forecast," "goal," "intend," "objective,"
"plan," "project," "seek," "strategy," "target," "will" and similar
expressions are intended to identify forward looking statements.
These forward looking statements are based on the beliefs and
assumptions of management at the time that these statements were
prepared and are inherently uncertain. Such forward looking
statements are subject to risks and uncertainties that could cause
actual results to differ materially from those expressed or implied
in the forward looking statements. These risks and uncertainties,
as well as other risks and uncertainties that could cause our
actual results to differ materially from those expressed in the
forward looking statements, are described in greater detail under
the heading "Item 1A. Risk Factors" on Form 10-K for the year ended
December 31, 2021 and in any other
SEC filings made by the Company. The company cautions that
these risks and factors are not exclusive. Management cautions
against putting undue reliance on forward-looking statements or
projecting any future results based on such statements or present
or prior earnings levels. Forward-looking statements speak only as
of the date of this communication, and the Company does not
undertake any obligation to update or supplement any
forward-looking statements to reflect actual results, new
information, future events, changes in its expectations or other
circumstances that exist after the date as of which the
forward-looking statements were made.
Media Contacts
Nicole Kingsley Brunner
Manning & Napier, Inc.
585-325-6880
nbrunner@manning-napier.com
Tyler Bak
Callodine Group
Phone: 617-880-7491
Email: ir@callodine.com
Kiki O'Keeffe
Prosek Partners on behalf of Manning & Napier
Phone: 203-915-4936
Email: kokeeffe@prosek.com
Investor Contacts
Brian Schaffer
Prosek Partners on behalf of Manning & Napier
646-818-9229
bschaffer@prosek.com
Alex Jorgensen
Prosek Partners on behalf of Manning & Napier
646-818-9059
ajorgensen@prosek.com
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SOURCE Manning & Napier, Inc.