Stifel Financial Corp. (NYSE: SF) and Thomas Weisel Partners Group,
Inc. (NASDAQ: TWPG) today announced that they have entered into a
definitive agreement to build the premier middle-market investment
bank with significantly enhanced investment banking, research and
wealth management capabilities. An investor and analyst conference
call has been scheduled for today, April 26, at 6:00 a.m. (Pacific)
and 9:00 a.m. (Eastern).
The terms of the agreement, approved by the boards of both
companies, call for each TWPG share to be exchanged for 0.1364
shares of SF common stock. Thomas Weisel Partners has approximately
32.8 million shares outstanding as of March 31, 2010. The deal is
valued at more than $300 million, which includes the outstanding
shares and restricted stock units and warrants.
Estimated annual revenues for the combined company are
approximately $1.6 billion, derived from consensus estimates, with
a pro forma market capitalization of approximately $2.0 billion and
$1.0 billion in pro forma equity capital. Thomas Weisel Partners
will be merged into a subsidiary of Stifel and become a
wholly-owned subsidiary of Stifel. The merger is subject to
approval by Thomas Weisel Partners shareholders and customary
regulatory approvals. The transaction is expected to close on or
about June 30, 2010.
"I am very pleased to announce Stifel's strategic merger with
Thomas Weisel Partners. We expect the combined firm to benefit from
the investment banking, research, and sales and trading platforms
of both firms, as well as the brokerage services offered by
Stifel's Global Wealth Management Division and the strong venture
capital relationships and expertise in growth companies of Thomas
Weisel Partners. With the merger, Stifel's revenue mix remains
balanced between its Institutional Group and Global Wealth
Management segments," said Ronald J. Kruszewski, Chairman,
President and CEO of Stifel Financial Corp.
Thomas W. Weisel, Chairman and CEO of Thomas Weisel Partners
added, "There is virtually no overlap in investment banking and
less than a 10% overlap in research coverage. Our platform adds key
growth sectors to Stifel's investment banking business,
particularly in technology, healthcare and energy. Stifel has one
of the largest global wealth management groups with nearly $100
billion in client assets, which is a great complement to the
combined investment bank."
Mr. Kruszewski concluded, "Both Stifel and Thomas Weisel
Partners have very strong, highly entrepreneurial associates, and
both firms' areas of expertise will be quite complementary.
Together we expect to continue to grow the core businesses, expand
our offerings and add depth to our focus sectors to increase our
market share."
Upon the completion of the merger, Mr. Kruszewski and Mr. Weisel
will be Co-Chairmen of the Board and Mr. Kruszewski will remain
President and CEO of Stifel Financial Corp. Stifel Financial Corp.
will remain headquartered in St. Louis, MO with significant
presence in Baltimore, New York, San Francisco and Toronto.
Stifel was advised by its own wholly-owned subsidiary, Stifel,
Nicolaus & Company, Incorporated and was represented by Bryan
Cave LLP. Sandler O'Neill + Partners, L.P. rendered a fairness
opinion to the Board of Directors of Stifel Financial Corp. Thomas
Weisel Partners was advised by its own wholly-owned subsidiary,
Thomas Weisel Partners LLC and was represented by Sullivan &
Cromwell. Houlihan Lokey Howard & Zukin Financial Advisors,
Inc. rendered a fairness opinion to the Board of Directors of
Thomas Weisel Partners.
Conference Call Information Stifel and
Thomas Weisel Partners will host a joint conference call today,
April 26, at 6:00 a.m. (Pacific) and 9:00 a.m. (Eastern). The
conference call may include forward-looking statements.
All interested parties are invited to listen to Stifel's
Chairman, President and CEO, Ronald J. Kruszewski, and Thomas
Weisel Partners' Chairman and CEO, Thomas W. Weisel; by dialing
(866) 465-5545 (domestic) or (212) 457-9864 (international).
A live audio webcast of the call will be available through both
companies' Investor Relations/Webcasts section of their websites.
Stifel's can be accessed at www.stifel.com and Thomas Weisel
Partners' can be accessed at www.tweisel.com. To listen to the live
audio webcast of the call, please go to the website at least 15
minutes early to register, download and install any necessary audio
software.
For those who cannot listen to the live broadcast, a replay of
the broadcast will be available through the above-referenced
website beginning one hour following the completion of the call
through May 10, 2010.
Earnings Announcements On Wednesday, April
28th, Thomas Weisel Partners will issue its financial results for
the first quarter 2010, ended March 31, 2010, after the close of
the market. As a result of this transaction, Thomas Weisel Partners
no longer plans on hosting a conference call after the market close
on that same day.
On Thursday, April 29th, Stifel will issue its financial results
for the first quarter 2010, ended March 31, 2010, before the market
opens. Stifel will also hold a conference call to review the
results at 6:00 a.m. (Pacific) and 9:00 a.m. (Eastern) that same
day. Interested parties can join a conference call to review
financial results of the quarter by dialing (888) 676 - 3684. The
confirmation code is: 71678906.
A live audio webcast of the call, as well as the Stifel's
results, will be available through Stifel's Investor
Relations/Webcasts section of their website, which can be accessed
at www.stifel.com. To listen to the live audio webcast of the call,
please go to the website at least 15 minutes early to register,
download and install any necessary audio software.
For those who cannot listen to the live broadcast, a replay of
the broadcast will be available through the above-referenced
website beginning one hour following the completion of the
call.
Company Information Stifel Financial Corp.
(NYSE: SF) is a financial services holding company headquartered in
St. Louis, Missouri. Stifel Financial has approximately 4,600
associates in 294 offices in 42 states and the District of Columbia
through its principal subsidiary, Stifel, Nicolaus & Company,
Incorporated, and three European offices through Stifel Nicolaus
Limited. Stifel Nicolaus provides securities brokerage, investment
banking, trading, investment advisory, and related financial
services, primarily to individual investors, professional money
managers, businesses, and municipalities. Stifel Bank & Trust
offers a full range of consumer and commercial lending solutions.
To learn more about Stifel Financial, please visit the Company's
web site at www.stifel.com.
Thomas Weisel Partners Group, Inc. is an investment bank,
founded in 1998, focused principally on the growth sectors of the
economy. Thomas Weisel Partners generates revenues from three
principal sources: investment banking, brokerage and asset
management. The investment banking group is composed of two
disciplines: corporate finance and strategic advisory. The
brokerage group provides equity and convertible debt securities
sales and trading services to institutional investors, and offers
brokerage, advisory and cash management services to high-net-worth
individuals and corporate clients. The asset management group
consists of: private equity, public equity and distribution
management. Thomas Weisel Partners is headquartered in San
Francisco with additional offices in Baltimore, Boston, Calgary,
Chicago, Dallas, Denver, New York, Portland, Toronto, London and
Zurich. For more information, please visit www.tweisel.com.
Cautionary Note Regarding Forward-Looking
Statements Statements in this press release that relate to
Stifel or Thomas Weisel Partners' future plans, objectives,
expectations, performance, events and the like may constitute
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995, Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Future events, risks
and uncertainties, individually or in the aggregate, could cause
our actual results to differ materially from those expressed or
implied in these forward-looking statements. The material factors
and assumptions that could cause actual results to differ
materially from current expectations include, without limitation,
the following: (1) the inability to close the merger in a timely
manner; (2) the inability to complete the merger due to the failure
to obtain stockholder approval and adoption of the merger agreement
and approval of the merger or the failure to satisfy other
conditions to completion of the merger, including required
regulatory and court approvals; (3) the failure of the transaction
to close for any other reason; (4) the possibility that the
integration of Thomas Weisel Partners' business and operations with
those of Stifel may be more difficult and/or take longer than
anticipated, may be more costly than anticipated and may have
unanticipated adverse results relating to Thomas Weisel Partners'
or Stifel's existing businesses; (5) the challenges of integrating
and retaining key employees; (6) the effect of the announcement of
the transaction on Stifel's, Thomas Weisel Partners' or the
combined company's respective business relationships, operating
results and business generally; (7) the possibility that the
anticipated synergies and cost savings of the merger will not be
realized, or will not be realized within the expected time period;
(8) the possibility that the merger may be more expensive to
complete than anticipated, including as a result of unexpected
factors or events; (9) the challenges of maintaining and increasing
revenues on a combined company basis following the close of the
merger; (10) diversion of management's attention from ongoing
business concerns; (11) general competitive, economic, political
and market conditions and fluctuations; (12) actions taken or
conditions imposed by the United States and foreign governments;
(13) adverse outcomes of pending or threatened litigation or
government investigations; (14) the impact of competition in the
industries and in the specific markets in which Stifel and Thomas
Weisel Partners, respectively, operate; and (15) other factors that
may affect future results of the combined company described in the
section entitled "Risk Factors" in the proxy statement/prospectus
to be mailed to Thomas Weisel Partners' shareholders and in
Stifel's and Thomas Weisel Partners' respective filings with the
U.S. Securities and Exchange Commission ("SEC") that are available
on the SEC's web site located at www.sec.gov, including the
sections entitled "Risk Factors" in Stifel's Form 10-K for the
fiscal year ended December 31, 2009, and "Risk Factors" in Thomas
Weisel Partners' Form 10-K for the fiscal year ended December 31,
2009. Readers are strongly urged to read the full cautionary
statements contained in those materials. We assume no obligation to
update any forward-looking statements to reflect events that occur
or circumstances that exist after the date on which they were
made.
Additional Information In connection with
the proposed merger, Stifel will be filing a registration statement
on Form S-4 that will include a proxy statement of Thomas Weisel
Partners that also constitutes a prospectus of Stifel and other
relevant documents relating to the acquisition of Thomas Weisel
Partners with the Securities and Exchange Commission (the "SEC").
Stifel and Thomas Weisel Partners shareholders are
urged to read the registration statement and any other relevant
documents filed with the SEC, including the proxy
statement/prospectus that will be part of the registration
statement, because they will contain important information about
Stifel, Thomas Weisel Partners and the proposed transaction.
The final proxy statement/prospectus will be mailed to shareholders
of Thomas Weisel Partners. Investors and security holders will be
able to obtain free copies of the registration statement and proxy
statement/prospectus (when available) as well as other filed
documents containing information about Stifel and Thomas Weisel
Partners, without charge, at the SEC's website (www.sec.gov). Free
copies of Stifel's SEC filings are also available on Stifel's
website (www.stifel.com), and free copies of Thomas Weisel
Partners' SEC filings are available on Thomas Weisel Partners'
website (www.tweisel.com). Free copies of Stifel's filings also may
be obtained by directing a request to Stifel's Investor Relations
by phone to (314) 342-2000 or in writing to Stifel Financial Corp.,
Attention: Investor Relations, 501 North Broadway, St. Louis,
Missouri 63102. Free copies of Thomas Weisel Partners' filings also
may be obtained by directing a request to Thomas Weisel Partners'
Investor Relations by phone to 415-364-2500, in writing to Thomas
Weisel Partners Group, Inc., Attention: Investor Relations, One
Montgomery Street, San Francisco, CA 94104, or by email to
investorrelations@tweisel.com.
This communication shall not constitute an offer to sell or the
solicitation of an offer to buy securities, nor shall there be any
sale of securities in any jurisdiction in which such solicitation
or sale would be unlawful prior to registration or qualification
under the securities laws of such jurisdiction.
Proxy Solicitation Stifel, Thomas Weisel
Partners and their respective directors and executive officers may
be deemed, under SEC rules, to be participants in the solicitation
of proxies from the shareholders of Thomas Weisel Partners with
respect to the proposed transaction. More detailed information
regarding the identity of the potential participants, and their
direct or indirect interests, by securities holdings or otherwise,
will be set forth in the registration statement and proxy
statement/prospectus and other materials to be filed with the SEC
in connection with the proposed transaction. Information regarding
Stifel's directors and executive officers is also available in
Stifel's definitive proxy statement for its 2010 Annual Meeting of
Shareholders filed with the SEC on February 26, 2010. Information
regarding Thomas Weisel Partners' directors and executive officers
is also available in Thomas Weisel Partners' definitive proxy
statement for its 2009 Annual Meeting of Shareholders filed with
the SEC on April 16, 2009. These documents are available free of
charge at the SEC's web site at www.sec.gov and from Investor
Relations at Thomas Weisel Partners and Stifel Financial.
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