LaBranche & Co Inc. Announces Intent to Repurchase up to 15 Million Shares of Its Common Stock at a Price of $4.60 Per Share ...
January 29 2010 - 8:00AM
Business Wire
LaBranche & Co Inc. (NYSE: LAB) (the “Company”) announced
that it expects to commence a tender offer later today to purchase
up to 15 million shares of its common stock at a price of $4.60 per
share. The tender offer is expected to begin today, January 29,
2010, and to expire at 5:00 p.m., New York City time, on March 1,
2010, unless extended. The number of shares proposed to be
purchased in the tender offer represents approximately 29.1% of the
Company’s currently outstanding shares. Tenders of shares must be
made prior to the expiration of the tender offer and may be
withdrawn at any time prior to the expiration of the tender
offer.
Upon the terms and subject to the conditions of the tender
offer, the Company’s stockholders will have the opportunity to
tender some or all of their shares at a price of $4.60 per share.
If stockholders tender more than 15 million shares, the Company
will purchase the shares tendered by those stockholders, subject to
proration and certain other factors. The tender offer will not be
contingent upon any minimum number of shares being tendered. The
tender offer, however, will be subject to certain conditions.
None of the Company, its board of directors, the depositary, or
the information agent is making any recommendations to stockholders
as to whether to tender or refrain from tendering their shares in
the tender offer. Stockholders must decide how many shares they
will tender, if any. The terms and conditions of the tender offer
will be described in an offer to purchase (the “Offer to Purchase”)
and related letter of transmittal (the “Letter of Transmittal”) to
be distributed to holders of the Company’s common stock.
George M.L. LaBranche, IV, the Company’s Chairman, Chief
Executive Officer and President has advised the Company that he
intends to tender 500,000 shares of the 3,701,094 shares he
beneficially owns (representing 0.9% of the outstanding shares) in
the tender offer. Other than Mr. LaBranche, all of our directors
and executive officers have advised the Company that they do not
intend to tender any of their shares in the tender offer.
Additionally, the Company may repurchase up to an additional $31
million worth of its common stock following the completion or
termination of the tender offer under its current stock repurchase
program.
The information agent for the tender offer is Morrow & Co.,
LLC, and the depositary is BNY Mellon Shareowner Services. The
Offer to Purchase, the Letter of Transmittal and related documents
shortly will be mailed to stockholders of record and also will be
made available for distribution to beneficial owners of the
Company’s common stock. For questions and information, please call
the information agent toll-free at (800) 607-0088.
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES
NOT CONSTITUTE AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO
SELL SHARES OF LABRANCHE & CO INC.’S COMMON STOCK. THE TENDER
OFFER IS BEING MADE ONLY PURSUANT TO THE OFFER TO PURCHASE, LETTER
OF TRANSMITTAL AND RELATED MATERIALS THAT LABRANCHE & CO INC.
WILL DISTRIBUTE TO ITS STOCKHOLDERS AFTER LABRANCHE & CO INC.
FILES WITH THE SECURITIES AND EXCHANGE COMMISSION ITS “SCHEDULE TO”
AND OFFER TO PURCHASE. STOCKHOLDERS AND INVESTORS SHOULD READ
CAREFULLY THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED
MATERIALS BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE
VARIOUS TERMS OF, AND CONDITIONS TO, THE TENDER OFFER. AFTER
LABRANCHE & CO INC. FILES ITS “SCHEDULE TO” AND OFFER TO
PURCHASE WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 29,
2010, STOCKHOLDERS AND INVESTORS MAY OBTAIN A FREE COPY OF THE
TENDER OFFER STATEMENT ON “SCHEDULE TO,” THE OFFER TO PURCHASE,
LETTER OF TRANSMITTAL AND OTHER DOCUMENTS THAT LABRANCHE & CO
INC. WILL BE FILING WITH THE SECURITIES AND EXCHANGE COMMISSION AT
THE COMMISSION’S WEBSITE AT WWW.SEC.GOV OR BY CONTACTING MORROW
& CO., LLC, THE INFORMATION AGENT FOR THE TENDER OFFER, AT
(800) 607-0088. STOCKHOLDERS ARE URGED TO CAREFULLY READ THESE
MATERIALS PRIOR TO MAKING ANY DECISION WITH RESPECT TO THE TENDER
OFFER.
The Company is the parent of LaBranche Structured Holdings,
Inc., whose subsidiaries are market-makers in options,
exchange-traded funds and futures on various exchanges domestically
and internationally, and LaBranche Financial Services, LLC, which
provides securities execution, fixed income and brokerage services
to institutional investors.
Certain statements contained in this release, including without
limitation, statements containing the words “believes,” “intends,”
“expects,” “anticipates,” and words of similar import constitute
forward-looking statements. Readers are cautioned that any such
forward-looking statements are not guarantees of future
performance, and since such statements involve risks and
uncertainties, the actual results and performance of the Company
and the industry may turn out to be materially different from the
results expressed or implied by such forward-looking statements.
Given these uncertainties, readers are cautioned not to place undue
reliance on such forward-looking statements. The Company also
disclaims any obligation to update its view of any such risks or
uncertainties or to publicly announce the result of any revisions
to the forward-looking statements made in this release.
Notwithstanding anything in this release, the safe harbor
protections of the Private Securities Litigation Reform Act of 1995
do not apply to statements made in connection with a tender
offer.
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