Siebert Financial Corp. (NASDAQ:SIEB) and Kennedy Cabot
Acquisition, LLC are pleased to announce they have entered into a
definitive agreement under which Kennedy Cabot Acquisition will
acquire approximately 90% of the outstanding common stock of
Siebert Financial Corp. from the Estate of Muriel F. Siebert.
Siebert Financial is the owner of Muriel Siebert & Co., Inc.,
the broker-dealer founded in 1967 by the late Muriel F. “Mickie”
Siebert, the first woman to own a seat on the New York Stock
Exchange and the first woman to head a NYSE member firm.
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Jane Macon, the Chairwoman of Siebert Financial said, “We look
forward to a smooth transition and are pleased that the enduring
vision and legacy established by Mickie Siebert nearly fifty years
ago will continue into the future.”
Gloria E. Gebbia, the owner and managing member of Kennedy Cabot
Acquisition said, “The team being assembled at Kennedy Cabot
Acquisition has many years of experience in the brokerage industry
including successfully acquiring and growing broker-dealers and
bring a strong and experienced management team to Siebert Financial
Corp.”
Under the terms of the agreement, Kennedy Cabot Acquisition will
make a tender offer for the outstanding common stock of Siebert
Financial not owned by the Estate. Holders of Siebert Financial
shares may accept the tender offer and sell their shares or not
tender their shares and remain shareholders of Siebert Financial.
The closing of the sale and the tender offer is expected to occur
in the fourth quarter of 2016, conditioned upon approval by the
Financial Industry Regulatory Authority (FINRA).
Prior to closing, Siebert Financial anticipates paying a
dividend to all Siebert Financial shareholders in the amount of
approximately $0.20 per share.
Siebert Financial’s principal activity is providing online and
traditional discount brokerage and related services to retail
investors through the broker-dealer, and serves as a registered
investment advisor through its Siebert Investment Advisors business
unit.
Siebert Financial considers the sale to Kennedy Cabot
Acquisition to be the strongest strategic alternative to continue
the company and maximize shareholder value in the wake of the 2013
passing of Muriel F. “Mickie” Siebert, Siebert Financial’s founder
and former Chairwoman, President and Chief Executive Officer.
Kennedy Cabot Acquisition plans to continue to build upon the
strong existing foundation at Siebert Financial to further
strengthen the customer experience. The acquisition agreement does
not provide for the merger of Siebert Financial with or into
Kennedy Cabot Acquisition.
Mrs. Gebbia added, “Speaking for myself and the other principals
of Kennedy Cabot Acquisition, we are all very excited about the
acquisition and embrace the opportunity not only to expand the
business but also to build a world-class financial firm dedicated
to serving client financial needs.”
Mrs. Gebbia and her family are the majority owners of StockCross
Financial Services, Inc. The Gebbia family has been successfully
involved with financial services companies since the early 1970's
and during such time they built a broker-dealer into a national
brand, which they sold to Toronto Dominion Bank in 1997. Mrs.
Gebbia is also the President of the Associates for Breast and
Prostate Cancer Studies which raises funds for the John Wayne
Cancer Institute. Through Mrs. Gebbia’s leadership since 1998 over
$14 million has been raised for cancer research studies.
About Siebert Financial Corp.
Siebert Financial is a holding company that conducts its retail
discount brokerage business through its wholly-owned subsidiary,
Muriel Siebert & Co., Inc. The firm became a member of the NYSE
in 1967, when Ms. Siebert became the first woman to own a seat on
the Exchange. In addition, in 2014 the Company began business as a
registered investment advisor through a wholly-owned subsidiary,
Siebert Investment Advisors, Inc. Siebert Financial is based in New
York City with additional retail branches in Boca Raton, FL and
Beverly Hills, CA. www.siebertnet.com
About Kennedy Cabot Acquisition
Kennedy Cabot Acquisition is a Nevada limited liability company.
The principals of Kennedy Cabot Acquisition have substantial
experience in the brokerage industry and are/were affiliates of
StockCross Financial Services, Inc. StockCross is a broker-dealer
member of FINRA with offices across the United States.
Cautionary note regarding forward-looking statements
This communication contains “forward-looking statements” (as
defined in the Securities Litigation Reform Act of 1995) regarding,
among other things, future events. Words such as “anticipate,”
“expect,” “intend,” “believe,” and words and terms of similar
substance used in connection with any discussion of future plans,
actions or events identify forward-looking statements.
Forward-looking statements relating to the proposed transactions
include, but are not limited to: statements about the benefits of
the proposed transactions; Siebert Financial’s and Kennedy Cabot
Acquisition’s plans, objectives, expectations and intentions; the
expected timing of completion of the proposed transactions; and
other statements relating to the transactions that are not
historical facts. Forward-looking statements are based on
information currently available to Siebert Financial and Kennedy
Cabot Acquisition, as the case may be, and involve estimates,
expectations and projections. Investors are cautioned that all such
forward-looking statements are subject to risks and uncertainties,
and important factors could cause actual events or results to
differ materially from those indicated by such forward-looking
statements. With respect to the proposed transactions between
Siebert Financial and Kennedy Cabot Acquisition, these risks and
factors could include, but are not limited to: securing regulatory
approval; the risk that a condition to closing may be delayed or
may not be satisfied; the diversion of management time on
transaction-related issues; changes in the general economic
environment, or social or political conditions, that could affect
the business of Siebert Financial and the Broker-Dealer; and the
potential impact of the announcement or consummation of the
proposed transactions on relationships with customers, competitors,
management and other employees.
Additional information concerning other risk factors is also
contained in Siebert Financial’s most recently filed Annual Reports
on Form 10-K, subsequent Quarterly Reports on Form 10-Q, Current
Reports on Form 8-K, and other SEC filings.
Notice to Investors
This communication is provided for informational purposes only
and is neither an offer to purchase nor a solicitation of an offer
to sell any securities of Siebert Financial. The tender offer for
the outstanding common stock of Siebert Financial not owned by the
Estate has not yet commenced. Any offers to purchase or
solicitation of offers to sell will be made only pursuant to the
tender offer statement (including the offer to purchase, the letter
of transmittal and other documents relating to the tender offer)
which will be filed on Schedule TO by Kennedy Cabot Acquisition
with the SEC, and soon thereafter Siebert Financial will file a
Solicitation/Recommendation Statement on Schedule 14D-9 with
respect to the tender offer. Siebert Financial’s shareholders are
advised to read these documents and any other documents relating to
the tender offer that will be filed with the SEC carefully and in
their entirety because they contain important information. Siebert
Financial’s shareholders may obtain copies of these documents for
free at the SEC’s website at www.sec.gov or by contacting Siebert
Financial’s investor relations department at Siebert Financial
Corp., 885 Third Avenue, New York, New York 10022, Attention:
Investor Relations.
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version on businesswire.com: http://www.businesswire.com/news/home/20160902005111/en/
SIEBERT FINANCIAL CORP.Media:RubensteinMarcia
Horowitz, 212-843-8014mhorowitz@rubenstein.comorLHK Communications
LLC / New YorkLaura Hynes-Keller, +1
646-797-6992laurahk@lhkcommunications.comorKENNEDY CABOT
ACQUISITION, LLCMedia:Gusrae Kaplan Nusbaum PLLC / New
YorkMartin H. Kaplan,
212-514-8369kcacquisition@gmail.com
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