NEW YORK, June 6, 2011 /PRNewswire/ -- LaBranche & Co
Inc. (NYSE: LAB) ("LaBranche") today issued the following letter to
stockholders recommending that they vote FOR the adoption of the
merger agreement with Cowen Group (NASDAQ: COWN) at LaBranche's
upcoming Special Meeting of Stockholders to be held on June 15, 2011 at the Down Town Association, 60
Pine Street, New York, New York
10005, at 9:00 a.m., local time. All
stockholders of record of LaBranche common stock as of May 4, 2011 are entitled to vote at the
June 15th special meeting.
June 6, 2011
Dear Fellow Stockholders:
You should have recently received proxy materials recommending
that you vote FOR the proposed merger between LaBranche and Cowen
Group at the Special Meeting of Stockholders scheduled for
June 15, 2011.
The Merger is in the Best Interests of LaBranche
Stockholders.
As detailed in the proxy materials, on February 16, 2011, the LaBranche board of
directors unanimously approved a definitive merger agreement under
which Cowen will acquire LaBranche. The LaBranche board of
directors believes that the transaction with Cowen is in the best
interests of LaBranche and its stockholders and unanimously
recommends that stockholders vote FOR the proposal to
approve and adopt the merger agreement and approve the merger with
Cowen.
Upon completion of the merger, LaBranche stockholders will
receive 0.9980 shares of Cowen Class A common stock for each share
of LaBranche common stock that they own. This represents a
16% premium over the closing price of LaBranche common stock on the
last trading day prior to public announcement of the merger.
The LaBranche board of directors believes the merger provides
LaBranche stockholders with the opportunity to participate in any
potential earnings or growth of the combined company and potential
appreciation of Cowen Class A common stock. The LaBranche
board also believes that stockholders will have the opportunity to
participate in other benefits that are expected to result from the
merger, including the enhanced competitive and financial position
and the increased diversity of the combined company.
Stockholders are encouraged to read LaBranche's definitive proxy
materials in their entirety as they provide, among other things, a
detailed discussion of the process that led to the proposed merger
and the detailed reasons behind the LaBranche board of directors'
unanimous recommendation that stockholders vote FOR the
proposal to approve and adopt the merger agreement and approve the
merger contemplated thereby and FOR the proposal to adjourn
the special meeting, if necessary or appropriate, to solicit
additional proxies. These definitive proxy materials can be
accessed online on LaBranche's web site at
http://labranche.com/labranche-SEC-filings.
Both Leading Independent Advisory Firms Recommend LaBranche
Stockholders Vote FOR the Proposed Merger.
Institutional Shareholder Services, Inc. ("ISS") and Glass Lewis
& Co., two of the leading independent U.S. proxy advisory
firms, have both recommended that LaBranche stockholders vote
"FOR" the proposal to approve and adopt the merger agreement
with Cowen Group and "FOR" the proposal to adjourn the
special meeting, if necessary. The recommendations of ISS and
Glass Lewis are relied upon by hundreds of major institutional
investment firms, mutual funds and other fiduciaries throughout the
country.
Your Vote is Important. Please Vote FOR the Proposed
Merger Today.
Your vote is extremely important, no matter how many or how few
shares you own. Please take a moment to vote FOR the merger with
Cowen. A failure to vote has the same effect as a vote
against the merger.
LaBranche stockholders with questions about the proposals or who
need assistance voting their shares are strongly encouraged to
contact LaBranche's proxy solicitor, Morrow & Co., LLC at (888)
681-0976 or (203) 658-9400.
On Behalf of the Board of Directors,
George M.L. LaBranche, IV
Chairman, Chief Executive Officer and President of LaBranche
& Co Inc.
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 Group, Inc. ("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 Inc., 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 to disclose material
information under the federal securities laws, LaBranche does not
undertake 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.
Contact:
LaBranche & Co Inc.:
Jeffrey A. McCutcheon,
212-820-6220
Senior Vice President & Chief Financial Officer or
Morrow & Co., LLC
John Ferguson or Fred Marquardt
800-662-5200 or (203) 658-9400
SOURCE LaBranche & Co Inc.