Associated Capital Group, Inc. (NYSE: AC) (“AC”) announced today
that it has commenced an offer to exchange up to 1,800,000 shares
of its Class A common stock, for shares of Class A common stock of
GAMCO Investors, Inc. (NYSE: GBL) (“GBL”) that AC beneficially
owns. For each share of AC Class A common stock that is validly
tendered and not validly withdrawn, an AC stockholder will receive
1.9 shares of GBL Class A common stock (the “exchange ratio”),
together with cash in lieu of any fractional share of GBL Class A
common stock, without interest and less any applicable withholding
taxes. This exchange ratio is fixed and will not be adjusted to
reflect share price changes of the AC Class A common stock or GBL
Class A common stock prior to the closing of the exchange offer.
Based on the closing price of the AC Class A common stock on the
NYSE on September 26, 2018 of $39.25, the exchange ratio represents
a 17.8% premium to the closing share price of the AC Class A common
stock. As of September 26, 2018, the closing price of the GBL Class
A common stock on the NYSE was $24.34. The exchange offer and
withdrawal rights are scheduled to expire at 5:00 p.m., New York
City time, on October 29, 2018, unless the exchange offer is
extended or terminated.
AC stockholders have the option to exchange all, some or none of
their shares of AC Class A common stock for shares of GBL Class A
common stock, subject to proration if the exchange offer is
oversubscribed. If the exchange offer is fully subscribed, AC will
repurchase approximately 46% of its outstanding shares of Class A
common stock. As permitted under the rules of the Securities and
Exchange Commission (“SEC”), if the exchange offer is
oversubscribed, AC may exchange up to an additional 78,266 shares
of AC Class A common stock (or an additional 2% of the outstanding
shares of AC Class A common stock as of September 26, 2018) for GBL
Class A common stock, without amending or extending the exchange
offer.
As of the date hereof, AC beneficially owns 3,726,250 shares of
GBL Class A common stock. If the exchange offer is fully
subscribed, AC will beneficially own 306,250 shares of GBL Class A
common stock, or approximately 3% of the outstanding shares of GBL
Class A common stock. If the exchange offer is oversubscribed and
AC exercises its right, as permitted under the rules of the SEC, to
increase the amount of AC Class A common stock to be exchanged in
the exchange offer by 2% of the outstanding shares of AC Class A
common stock, AC will beneficially own 157,545 shares of GBL Class
A common stock following the exchange offer.
Certain of the officers, directors or affiliates of AC,
excluding GGCP Holdings, LLC, may elect to participate in the
exchange offer, subject to market conditions.
In connection with the exchange offer, AC will file today with
the SEC a Schedule TO and GBL has filed with the SEC a registration
statement on Form S-4 containing a prospectus/offer to exchange and
certain ancillary documentation, which more fully describe the
terms and conditions of the exchange offer. These documents, which
will be distributed to AC stockholders, contain important
information about the exchange offer that should be read carefully
before any decision is made with respect to the exchange offer. The
exchange offer is not conditioned on any minimum number of shares
being tendered. AC’s obligations to exchange shares of AC Class A
common stock for shares of GBL Class A common stock are subject to
certain customary conditions as further described in the
prospectus/offer to exchange, including that the registration
statement on Form S-4 containing the prospectus/offer to exchange
filed by GBL with the SEC be declared effective by the SEC.
Questions or requests for assistance or additional copies of the
prospectus/offer to exchange, the letter of transmittal and other
exchange offer documents may be directed to AC at the telephone
numbers and address set forth below.
Associated Capital Group, Inc.One Corporate CenterRye, NY
10580-1422Attn: Secretary(203) 629-9595
About Associated Capital Group, Inc.
AC operates as a diversified financial services business
providing asset management emphasizing event-driven value and
merger arbitrage-oriented alternative investment portfolios for
institutions and high net worth investors; institutional research
services; and broker-dealer and underwriting services. AC also
derives investment income/(loss) from proprietary trading of assets
awaiting deployment in its operating businesses.
Forward-looking statements
Forward-looking statements involve a number of known and unknown
risks, uncertainties and other important factors, some of which are
listed below, that are difficult to predict and could cause actual
results and outcomes to differ materially from any future results
or outcomes expressed or implied by such forward-looking
statements. Some of the factors that could cause our actual results
to differ from our expectations or beliefs include a decline in the
securities markets that adversely affect our assets under
management, negative performance of our products, the failure to
perform as required under our investment management agreements, a
general downturn in the economy that negatively impacts our
operations. We also direct your attention to the more specific
discussions of these and other risks, uncertainties and other
important factors contained in prospectus/offer to exchange and
other public filings. Other factors that could cause our actual
results to differ may emerge from time to time, and it is not
possible for us to predict all of them. We do not undertake to
update publicly any forward-looking statements if we subsequently
learn that we are unlikely to achieve our expectations whether as a
result of new information, future developments or otherwise, except
as may be required by law.
Important Notices and Additional Information
This press release is for informational purposes only and it is
neither an offer to purchase or exchange nor a solicitation of an
offer to sell or exchange shares of AC’s Class A common stock, nor
shall there be any sale of securities in any jurisdiction in which
such offer, sale or exchange would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. In connection with the exchange offer, AC will file
with the SEC a Schedule TO and GBL has filed with the SEC a
registration statement on Form S-4 containing a prospectus/offer to
exchange, a form of letter of transmittal and other exchange offer
related documents, which more fully describe the terms and
conditions of the exchange offer. AC STOCKHOLDERS ARE ADVISED TO
READ THE SCHEDULE TO, REGISTRATION STATEMENT, AND PROSPECTUS, AND
ANY FURTHER AMENDMENTS WHEN THEY BECOME AVAILABLE AS WELL AS AC AND
GBL’S OTHER PUBLICLY FILED DOCUMENTS BEFORE MAKING ANY INVESTMENT
DECISION, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. None of AC,
GBL, any of their respective directors or officers, or the exchange
agent, makes any recommendation as to whether an AC stockholder
should participate in the exchange offer. Each AC stockholder must
make its own decision after reading this prospectus/offer to
exchange and consulting with its advisors.
AC stockholders may obtain a free copy of the prospectus/offer
to exchange and other documents filed by AC and GBL with the SEC at
the SEC’s web site at http://www.sec.gov. Free copies of these
documents and any further amendments, once available, and each of
the companies’ other filings with the SEC may also be obtained, as
applicable, from Associated Capital Group, Inc., Attn.: Francis
Conroy, One Corporate Center, Rye, NY 10580-1422, (203) 629-9595,
http://www.associated-capital-group.com or GAMCO Investors, Inc.,
Attn: Kieran Caterina or Diane M. LaPointe, One Corporate Center,
Rye, NY 10580-1422, (914) 921-3700, http://www.gabelli.com. If you
would like to request documents, in order to receive timely
delivery prior to the expiration of the exchange offer, please make
your request at least five business days prior to the expiration
date of the exchange offer. The exchange offer is scheduled to
expire at 5:00 p.m., New York City time, on October 29, 2018,
unless earlier extended or terminated. Unless the exchange offer is
extended, this means that the latest you should request documents
is October 22, 2018.
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version on businesswire.com: https://www.businesswire.com/news/home/20180927005839/en/
Associated Capital Group, Inc.Douglas R. Jamieson,
203-629-2726President & CEOAssociated-Capital-Group.com
Associated Capital (NYSE:AC)
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