RED BANK, N.J., May 9, 2018 /PRNewswire/ -- ZAIS Group
Holdings, Inc. (NASDAQ: ZAIS) ("ZAIS" or the "Company") today
announced that independent proxy advisory firms Institutional
Shareholder Services Inc. ("ISS") and Glass Lewis & Co. ("Glass
Lewis"), have recommended that the Company's stockholders
vote FOR the "going private" merger proposal described in the
Company's proxy statement for its 2017 Annual Meeting of
Stockholders (the "Annual Meeting") to be held at 9 a.m. (Eastern Time) on May 17, 2018 at the Oyster Point Hotel, 146
Bodman Place, Red Bank, NJ
07701.
In its report, ISS stated: "In light of the thorough auction
process and positive market reaction, support for this transaction
is warranted."
In its report, Glass Lewis stated: "Overall, we recognize that
the board has taken considerable steps to evaluate potential
alternatives prior to entering into the proposed transaction
agreement and we see no reason to doubt that the proposed
transaction likely represents the most favorable offer available to
shareholders at the present time."
Both ISS and Glass Lewis noted that the $4.10 per share price to be paid to unaffiliated
stockholders in the merger represents a premium of more than 138%
to the closing price of the Company's shares on September 5, 2017, the last trading day before
the public announcement that the Company had received a going
private proposal.
At the Annual Meeting, stockholders will be asked to consider
and vote upon a proposal to adopt an Agreement and Plan of Merger
(as it may be amended from time to time, the "Merger Agreement"),
dated as of January 11, 2018, by and
among the Company, ZGH Merger Sub, Inc., a Delaware corporation and wholly owned
subsidiary of the Company ("Sub"), and Z Acquisition LLC, a
Delaware limited liability company
of which Christian Zugel, the
Company's Chairman and Chief Investment Officer, is the sole
managing member ("Z Acquisition"). Pursuant to the Merger
Agreement, Sub will be merged with and into the Company (the
"Merger") and each share of Class A common stock of the Company,
par value $0.0001 per share ("Class A
Common Stock"), outstanding immediately prior to the effective time
of the Merger (other than certain excluded shares of Class A Common
Stock) will be converted into the right to receive $4.10 in cash, without interest and less any
applicable withholding taxes. Stockholders of record at the
close of business on April 2, 2018
may vote at the Annual Meeting.
The Company also announced that the purchase of 6,500,000
shares of Class A Common Stock pursuant to the Amended and Restated
Share Purchase Agreement, dated January 11,
2018, between Z Acquisition and Ramguard LLC was consummated
on May 1, 2018. The consummation of
such share purchase satisfies one of the conditions to the
obligation of the Company to effect the Merger.
MacKenzie Partners, Inc. is assisting ZAIS with its efforts to
solicit proxies in connection with the Merger. Any
stockholders who have questions about voting their shares should
contact MacKenzie Partners, Inc. via telephone toll free at (800)
322-2885 or by email at proxy@mackenziepartners.com.
ABOUT ZAIS GROUP HOLDINGS, INC.
ZAIS is a publicly traded company that owns a majority interest
in, and is the managing member of, ZAIS Group Parent, LLC ("ZGP").
ZGP is the sole member of ZAIS Group, LLC ("ZAIS Group"), an
investment advisory and asset management firm focused on
specialized credit strategies with approximately $4.793 billion of assets under management as
of March 31, 2018. Based in Red Bank, New Jersey with operations in
London, ZAIS Group employs
professionals across investment management, client relations,
information technology, analytics, finance, law, compliance, risk
management and operations. To learn more, visit
www.zaisgroupholdings.com.
The proposed Merger is a "going private transaction" under
Securities and Exchange Commission ("SEC") rules. If
stockholders vote to adopt the Merger Agreement at the Annual
Meeting and the Merger is consummated, ZAIS will cease to be a
publicly traded company.
IMPORTANT ADDITIONAL INFORMATION
This communication may be deemed to be solicitation material in
respect of the proposed merger. On March 30,
2018, ZAIS filed a definitive proxy statement with the SEC
in connection with the Annual Meeting, the proposal to adopt the
Merger Agreement and other proposals to be voted upon at the Annual
Meeting. ZAIS has provided to its stockholders a definitive
proxy statement and proxy card in connection with the Annual
Meeting and the Merger. BEFORE MAKING ANY VOTING DECISION,
STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND
OTHER RELEVANT DOCUMENTS FILED BY ZAIS WITH THE SEC IN THEIR
ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED MERGER.
ZAIS and its directors, executive officers and certain other
members of management and employees of ZAIS may be deemed to be
"participants" in the solicitation of proxies from the stockholders
of ZAIS in connection with the proposed merger. Detailed
information regarding the interests, by security holdings or
otherwise, of the persons who may, under the rules of the SEC, be
considered participants in the solicitation of the stockholders of
ZAIS in connection with the proposed merger, which may be different
than those of the Company's stockholders generally, is set forth in
the definitive proxy statement and the other relevant documents
filed with the SEC.
Investors can obtain a free copy of the definitive proxy
statement and other relevant documents filed by ZAIS with the SEC
at the SEC's website at www.sec.gov. In addition, investors may
obtain a free copy of the definitive proxy statement and other
relevant documents from the Company's website at www.zaisgroup.com
in the section "ZAIS SHAREHOLDERS" or by directing a written
request to the Company's Secretary at ZAIS Group Holdings, Inc.,
Two Bridge Avenue, Suite 322, Red Bank,
New Jersey 07701 or calling 732.530.3610.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS
This press release contains statements that constitute
"forward-looking statements," as such term is defined in Section
27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended, and such
statements are intended to be covered by the safe harbor provided
by the same. These statements are generally identified by the
use of words such as "outlook," "believe," "expect," "potential,"
"continue," "may," "will," "should," "could," "would," "seek,"
"approximately," "predict," "intend," "plan," "estimate,"
"anticipate," "opportunity," "pipeline," "comfortable," "assume,"
"remain," "maintain," "sustain," "achieve" or the negative version
of those words or other comparable words. These
statements are based on management's current expectations and
beliefs and are subject to a number of trends and uncertainties
that could cause actual results to differ materially from those
described in the forward-looking statements; the Company can give
no assurance that its expectations will be attained. Risks,
uncertainties and other factors include, but are not limited to:
(i) the occurrence of any event, change or other circumstances that
could give rise to the termination of the Merger Agreement; (ii)
the inability to complete the proposed merger due to the failure to
obtain stockholder approval for the proposed merger or the failure
to satisfy other conditions to completion of the proposed merger;
(iii) the failure of the proposed merger to close for any other
reason; (iv) risks related to disruption of management's attention
from the Company's ongoing business operations due to the
transaction; (v) the outcome of any legal proceedings, regulatory
proceedings or enforcement matters that may be instituted against
ZAIS and others relating to the Merger Agreement; (vi) the risk
that the pendency of the proposed merger disrupts current plans and
operations and the potential difficulties in employee retention as
a result of the pendency of the proposed merger; (vii) the effect
of the announcement of the proposed merger on the Company's
relationships with its customers, operating results and business
generally; and (viii) the amount of the costs, fees, expenses and
charges related to the proposed merger. Consider these factors
carefully in evaluating the forward-looking statements. Additional
factors that may cause results materially different from those
described in the forward-looking statements are set forth in the
Risk Factors section of the Company's Annual Report on Form 10-K
and other reports filed by the Company with the SEC, copies of
which are available on the SEC's website, www.sec.gov. The
Company undertakes no obligation to update these statements for
revisions or changes after the date of this release, except as
required by law.
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SOURCE ZAIS Group Holdings, Inc.