LaBranche & Co Inc. (“LaBranche”) (NYSE: LAB) and Cowen
Group, Inc. (“Cowen”) (NASDAQ: COWN) today jointly announced that
Institutional Shareholder Services, Inc. ("ISS"), a leading proxy
advisory firm, has recommended that LaBranche stockholders vote
“FOR” the adoption of the merger agreement between Cowen and
LaBranche and that Cowen stockholders vote “FOR” the issuance of
shares of Cowen Class A common stock to LaBranche stockholders
pursuant to the merger at their upcoming respective special meeting
of stockholders scheduled to be held on June 15, 2011.
In its report to LaBranche stockholders dated May 29, 2011, ISS
stated:
“A vote FOR the proposal is warranted because the proposed deal
with Cowen Group appears to be the most reasonable alternative
available to LaBranche shareholders, and will allow shareholders to
participate in the potential upside of the combined company.”
In its report to Cowen stockholders dated May 29, 2011, ISS
stated:
“A vote FOR the proposal is warranted by the significant
strategic opportunities and operating leverage the company would
gain through the transaction, and the indications that the price
being paid is reasonable, despite the acknowledged risk from taking
on the potential liability of the specialist litigation the target
firm has been fighting since 2004.”
LaBranche will hold its special meeting of stockholders on June
15, 2011, at 9:00 a.m., Eastern Time, at the Down Town Association,
60 Pine Street, New York, New York 10005. Cowen will hold its
special meeting of stockholders on June 15, 2011, at 3:00 p.m.,
Eastern Time, in the Park Avenue Room at The InterContinental The
Barclay, 111 East 48th Street, New York, New York 10017.
Stockholders of record as of the May 4, 2011 record date are
eligible to vote on the proposals.
LaBranche and Cowen encourage all stockholders to vote their
shares promptly by phone, Internet or by mailing their proxy card.
The boards of directors of LaBranche and Cowen unanimously
recommend that stockholders vote “FOR” the adoption of the merger
agreement and “FOR” the issuance of Cowen Class A common stock in
the merger, respectively.
LaBranche stockholders in need of assistance voting their shares
can call LaBranche’s proxy solicitor, Morrow & Co., toll-free
at (888) 681-0976. Cowen stockholders in need of assistance voting
their shares can call Cowen’s proxy solicitor, MacKenzie Partners,
Inc., toll-free at (800) 322-2885.
About LaBranche & Co Inc.
The LaBranche & Co Inc. is the parent of LaBranche
Structured Holdings, Inc., whose subsidiaries are market-makers in
exchange-traded funds on various exchanges domestically and
internationally.
About Cowen Group, Inc.
Cowen Group, Inc. is a diversified financial services firm
and, together with its consolidated subsidiaries, provides
alternative investment management, investment banking, research,
and sales and trading services through its two business segments:
Ramius and its affiliates makes up the Company’s alternative
investment management segment, while Cowen and Company is its
broker-dealer segment. Its alternative investment management
products, solutions and services include hedge funds, replication
products, managed futures funds, fund of funds, real estate, health
care royalty funds and cash management services. Cowen and Company
offers industry focused investment banking for growth-oriented
companies, domain knowledge-driven research and a sales and trading
platform for institutional investors. Founded in 1918, the firm is
headquartered in New York and has offices located in major
financial centers around the world.
Important Information For Investors And Stockholders
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval. In connection with the proposed transaction
involving LaBranche and Cowen, Cowen has filed with the SEC a
registration statement on Form S-4 that includes a joint proxy
statement of Cowen and LaBranche and that also constitutes a
prospectus of Cowen. LaBranche and Cowen have each mailed the final
joint proxy statement/prospectus to its respective stockholders.
Investors and security holders are urged to read these documents
and any other relevant documents filed with the SEC, as well as any
amendments or supplements to those documents, because they will
contain important information about LaBranche, Cowen and the
proposed transaction. Investors and security holders may obtain
these documents (including the joint proxy statement/prospectus and
any other documents filed by LaBranche or Cowen with the SEC) free
of charge at the SEC’s website at www.sec.gov. In addition, the
documents filed with the SEC by LaBranche be obtained free of
charge by directing such request to: Investor Relations, LaBranche
& Co, 33 Whitehall Street, New York, NY 10004 or from
LaBranche’s Investor Relations page on its corporate website
at www.labranche.com and the documents filed with the SEC by Cowen
may be obtained free of charge by directing such request to:
Investor Relations, Cowen Group, Inc., 599 Lexington Avenue, New
York, NY 10022 or from Cowen’s Investor Relations page on its
corporate website at www.cowen.com.
The directors, executive officers, and certain other members of
management and employees of each of LaBranche and Cowen may be
deemed to be participants in the solicitation of proxies in favor
of the proposed transactions from the stockholders of LaBranche and
from the stockholders of Cowen, respectively. Information about the
executive officers and directors of LaBranche is set forth in
LaBranche’s 2010 Form 10-K/A, which was filed with the SEC on
April 29, 2011 and information about the executive officers
and directors of Cowen is set forth in Cowen’s 2010 Form 10-K/A,
which was filed with the SEC on May 2, 2011.
Cautionary Notice Regarding Forward-Looking
Statements
This communication may contain forward-looking statements
including statements relating to the market opportunity and future
business prospects of LaBranche and Cowen. Such statements are
subject to certain risks and uncertainties that could cause actual
results to differ materially from those expressed or implied in the
forward-looking statements. Consequently, all forward-looking
statements made during this communication are qualified by those
risks, uncertainties and other factors.
These factors include, but are not limited to, (1) the
occurrence of any event, change or other circumstances that could
give rise to the termination of the Agreement and Plan of Merger
among Cowen, LaBranche and Louisiana Merger Sub, Inc. (the “Merger
Agreement”); (2) the outcome of any legal proceedings that may be
instituted against Cowen, LaBranche or others following
announcement of the Merger Agreement and transactions contemplated
therein; (3) the inability to complete the transactions
contemplated by the Merger Agreement due to the failure to obtain
the required stockholder approvals, (4) the inability to obtain
necessary regulatory approvals required to complete the
transactions contemplated by the Merger Agreement; (5) the risk
that the proposed transactions disrupt current plans and operations
and the potential difficulties in employee retention as a result of
the announcement and consummation of such transactions; (6) the
ability to recognize the anticipated benefits of the combination of
Cowen and LaBranche, including potential cost savings; and (7) the
possibility that Cowen or LaBranche may be adversely affected by
other economic, business, and/or competitive factors.
Actual results may differ materially and reported results should
not be considered an indication of future performance. Please
reference the SEC filings of LaBranche and Cowen, which are
available on their respective web sites, for detailed descriptions
of factors that could cause actual results to differ materially
from those expressed or implied in such forward-looking
statements.
Additional information concerning these and other risk factors
is contained in the joint proxy statement/prospectus, as well as
LaBranche’s and Cowen’s most recently filed Annual Reports on Form
10-K and Form 10-K/A, subsequent Quarterly Reports on
Form 10-Q, recent Current Reports on Form 8-K, and other
SEC filings, as such filings may be amended from time to time.
Certain statements in this communication relate to future
results that are forward-looking statements as defined in the
Private Securities Litigation Reform Act of 1995. Except for the
ongoing obligations of LaBranche and Cowen to disclose material
information under the federal securities laws, neither LaBranche
nor Cowen undertakes any obligation to release any revisions to any
forward-looking statements, to report events or to report the
occurrence of unanticipated events unless required by law.
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