HOUSTON, Sept. 13, 2012 /PRNewswire/ -- The Edelman
Financial Group Inc. (NASDAQ: EF) ("TEFG" or the "Company")
announced that its shareholders today voted to adopt the previously
announced merger agreement with an affiliate of Lee Equity
Partners, LLC ("Lee Equity"), a New
York private equity firm.
The parties intend to consummate the merger on September 19, 2012. Upon consummation of the
merger, TEFG shareholders will receive $8.85 in cash for each share of TEFG common
stock. At the completion of the transaction, TEFG will become a
privately held company and its stock will no longer trade on the
Nasdaq Stock Market.
Based on a preliminary vote count, the adoption of the merger
agreement was approved by over 95% of the Company's shares of
common stock that were voted and by approximately 74% of the
Company's outstanding shares of common stock not held by members of
management and affiliates of Lee Equity. Approximately 85% of the
eligible shares were voted at the meeting.
Ric Edelman, Chief Executive
Officer of The Edelman Financial Group, said, "We are pleased with
the results of the vote by our shareholders. We appreciate
the shareholder and employee support that we have received
throughout this process."
Thomas H. Lee, President of Lee
Equity, commented, "We are excited to partner with Ric and the team
at The Edelman Financial Group as the company continues its
tradition of delivering excellent services to its clients."
Following the closing of the merger, shareholders of record will
receive a letter of transmittal and instructions on how to submit
The Edelman Financial Group stock in exchange for the $8.85 per share merger consideration.
Shareholders should wait to receive such documents before
attempting to transmit any certificates.
About The Edelman Financial Group
The Edelman Financial Group is a wealth management company
that manages over $18.0 billion in
client assets. Client assets include the gross value of assets
under management directly or via outside managers and assets held
in brokerage accounts for clients by outside clearing firms. The
Edelman Financial Group has approximately 500 employees in 21
states. Additional information is available at
www.edelmanfinancial.com.
About Lee Equity Partners
Lee Equity Partners is a middle-market private equity
investment firm managing more than $1
billion of capital. Lee Equity was founded by Thomas H. Lee and focuses on control buyouts and
growth capital financings, typically investing $30 million to $150 million per transaction in
companies with enterprise values of $100
million to $500 million. The firm seeks to partner with
top-tier management teams to build companies with differentiated
market position and high growth potential. Target sectors include
business services, consumer/retail, distribution/logistics,
financial services, healthcare services, and media.
Cautionary Statement Regarding Forward Looking
Information
This press release contains forward looking statements
which may be identified by words such as "may," "could," "should,"
"would," "estimate," "expect," and similar expressions or
statements of current expectation, assumption or opinion. These are
"forward looking" statements within the meaning of Section 27A
of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended, and as defined in
the U.S. Private Securities Litigation Reform Act of 1995. There
are a number of risks and uncertainties that could cause actual
results to differ materially from these forward looking statements,
including the following: (1) any conditions imposed in
connection with the transaction and the satisfaction of various
conditions to the closing of the merger contemplated by the
Agreement and Plan of Merger dated April 16,
2012, among the Company, Summer Holdings II, Inc., a
Delaware corporation, and Summer
Merger Sub, Inc., a Texas
corporation and a wholly owned subsidiary of Parent, may not be
satisfied or waived; (2) the transaction may involve
unexpected costs, liabilities or delays; (3) the business of
TEFG may suffer as a result of uncertainty surrounding the
transaction; (4) TEFG may be adversely affected by other
economic, business, and/or competitive factors;
(5) legislative developments; (6) changes in tax and
other laws; (7) the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger
agreement, (8) the failure to receive the necessary debt
financing set forth in the commitment letters received in
connection with the transaction, and (9) other risks to
consummation of the transaction, including the risk that the
transaction will not be consummated within the expected time period
or at all. Additional factors that may affect the future results of
TEFG are set forth in its filings with the SEC, including its
recent filings on Forms 10-K, 10-K/A, 10-Q, and 8-K, including, but
not limited to, those described in TEFG's Form 10-K for the fiscal
year ended December 31, 2011 and TEFG's Form 10-Q for the
fiscal quarter ended June 30, 2012.
These forward looking statements reflect TEFG's expectations as of
the date of this press release. TEFG does not undertake any
obligation to update any forward looking statement, except as
required under applicable law.
SOURCE The Edelman Financial Group Inc.