Sculptor Capital’s Special Committee Responds to Dan Och’s Baseless Litigation
17 Octubre 2023 - 6:20PM
Business Wire
Sculptor Capital Management, Inc.’s Special Committee of its
Board of Directors today issued the following statement in response
to a complaint filed in Delaware Chancery Court by Daniel S. Och,
Harold Kelly, Richard Lyon, James O’Connor, and Zoltan Varga.
“The Special Committee’s role is to recommend the transaction
that it believes is in the best interest of stockholders, based on
price and certainty of closing. Contrary to Dan Och’s assertions in
the baseless lawsuit filed today that he too seeks to act in the
best interest of stockholders, his ongoing campaign against the
company, including his conduct throughout the Special Committee’s
process, has cost stockholders significant value. His complaint is
replete with materially misleading statements, and Sculptor intends
to vigorously defend itself.”
About Sculptor
Sculptor is a leading global alternative asset manager and a
specialist in opportunistic investing. For over 25 years, Sculptor
has pursued consistent outperformance by building an operating
model and culture which balance the ability to act swiftly on
market opportunity with rigorous diligence that minimizes risk.
Sculptor’s model is driven by a global team that is predominantly
home-grown, long tenured and incentivized to put client outcomes
first. With offices in New York, London and Hong Kong, Sculptor
invests across credit, real estate and multi-strategy platforms in
all major geographies. As of October 1, 2023, Sculptor had
approximately $33.6 billion in assets under management.
Additional Information About the Transaction and Where to
Find It
This communication relates to a proposed transaction between
Rithm Capital Corp. (“Rithm”) and Sculptor. In connection with the
proposed transaction, Sculptor has filed with the SEC and has
mailed or otherwise provided to its stockholders a proxy statement
regarding the proposed transaction. Sculptor may also file other
documents with the SEC regarding the proposed transaction. BEFORE
MAKING ANY VOTING DECISION, SCULPTOR’S STOCKHOLDERS ARE URGED TO
CAREFULLY READ THE PROXY STATEMENT IN ITS ENTIRETY AND ANY OTHER
DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED
TRANSACTION OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND
THE PARTIES TO THE PROPOSED TRANSACTION. Investors and security
holders may obtain a free copy of the proxy statement and other
documents containing information about Sculptor and the proposed
transaction, once such documents are filed with the SEC (when
available) from the SEC’s website at www.sec.gov and Sculptor’s
website at www.sculptor.com. In addition, the proxy statement and
other documents filed by Sculptor with, or furnished to, the SEC
(when available) may be obtained from Sculptor free of charge by
directing a request to Sculptor’s Investor Relations at
investorrelations@sculptor.com.
Participants in the Solicitation
The Company and certain of its directors, executive officers and
employees may be considered to be participants in the solicitation
of proxies from the Company’s stockholders in connection with the
proposed transaction. Information regarding the persons who may,
under the rules of the SEC, be deemed participants in the
solicitation of the stockholders of the Company in connection with
the proposed transaction, including a description of their
respective direct or indirect interests, by security holdings or
otherwise are included in the revised preliminary proxy statement
and will be included in the Proxy Statement when it is filed with
the SEC. You may also find additional information about the
Company’s directors and executive officers in the Company’s proxy
statement for its 2023 Annual Meeting of Stockholders, which was
filed with the SEC on April 28, 2023. You can obtain a free copy of
this document from the Company using the contact information
above.
Cautionary Note Regarding Forward-Looking Statements
The communication contains statements which may constitute
“forward-looking statements”, including, but not limited to,
statements regarding the proposed transaction. All statements,
other than statements of current or historical fact, contained in
this communication may be forward-looking statements. Without
limiting the foregoing, the words “believes,” “anticipates,”
“plans,” “expects,” “may,” “should,” “could,” “estimate,” “intend”
(or the negative of these terms) and other similar expressions are
intended to identify forward-looking statements. These statements
represent the Company’s current expectations regarding future
events and are subject to a number of assumptions, trends, risks
and uncertainties, many of which are beyond the Company’s control,
which could cause actual results to differ materially from those
described in the forward-looking statements. Accordingly, you
should not place undue reliance on any forward-looking statements
contained herein. For a discussion of some of the risks and
important factors that could affect such forward-looking
statements, see the sections entitled “Forward Looking Statements,”
“Risk Factors” and “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” in the Company’s
most recent annual and quarterly reports and other filings filed
with the SEC, which are available on the Company’s website
(www.sculptor.com).
Factors that could cause actual results and outcomes to differ
materially from any future results or outcomes expressed or implied
include, but are not limited to, the following risks relating to
the proposed transaction: the occurrence of any event, change, or
other circumstances that could give rise to the termination of the
merger agreement; the satisfaction of closing conditions to the
transaction on a timely basis or at all, including the ability to
obtain stockholder approval; uncertainties as to the timing of the
transaction; litigation relating to the transaction; the impact of
the transaction on the Company’s business operations (including the
threatened or actual loss of employees, clients or suppliers);
incurrence of unexpected costs and expenses in connection with the
transaction; and financial or other setbacks if the transaction
encounters unanticipated problems. Other important factors that
could cause actual results to differ materially from those
expressed or implied include, but are not limited to, risks related
to changes in the financial, equity and debt markets, risks related
to political, economic and market conditions and other risks
discussed and identified in public filings made by the Company with
the SEC.
New risks and uncertainties emerge from time to time, and it is
not possible for the Company to predict or assess the impact of
every factor that may cause its actual results to differ from those
contained in any forward-looking statements. Forward-looking
statements contained herein speak only as of the date of this
communication, and the Company expressly disclaims any obligation
to release publicly any updates or revisions to any forward-looking
statements contained herein to reflect any change in the Company’s
expectations with regard thereto or change in events, conditions or
circumstances on which any statement is based.
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version on businesswire.com: https://www.businesswire.com/news/home/20231017944278/en/
Shareholder Services Ellen Conti Sculptor 212-719-7381
investorrelations@sculptor.com
Media Relations Jonathan Gasthalter Gasthalter & Co. LP
212-257-4170 sculptor@gasthalter.com
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