NEW YORK, and LYNNFIELD, Mass., Oct.
2, 2013 /PRNewswire/ -- RCS Capital Corporation
("RCAP") (NYSE: RCAP) and Investors Capital Holdings, Ltd. ("ICH")
(NYSE MKT: ICH) announced today that they have entered into a
letter of intent relating to the acquisition by RCAP of ICH.
Following this transaction, ICH and its subsidiaries will become
RCAP's sixth line of business (after the recently announced
acquisition of the Hatteras Funds Group) and, through the
leadership of Tim Murphy, President
and Chief Executive Officer of ICH, and his management team, will
continue to operate autonomously under ICH's respective brands as
part of the RCAP family of companies.
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Incorporated in 1995, ICH is a financial services holding
company that operates primarily through its wholly-owned
broker-dealer and registered investment advisor subsidiary,
Investors Capital Corporation. ICH provides independent
broker-dealer services and investment advisory services.
With its approximately 550 registered representatives across
the United States, ICH is expected
to complement and diversify RCAP's revenue stream from its other
lines of business: an existing wholesale broker-dealer,
investment banking and capital markets services, transaction
management and transfer agency businesses. Upon the closing
of the ICH acquisition, RCAP expects that it will have deployed the
remaining proceeds from its June 2013
initial public offering.
The closing of the transaction will be subject to certain
to-be-agreed-upon conditions including SEC and FINRA approval of
the proposed change in control and approval of the transaction by
the stockholders of ICH. Any definitive agreement will
contain customary representations, warranties and closing
conditions. There can be no assurance, however, that RCAP and
ICH will be successful in negotiating a definitive agreement or
whether the terms of such definitive agreement will differ
substantially from those described herein.
Subject to the satisfaction of these conditions, the transaction
is expected to close in the first quarter of 2014.
About RCAP
RCAP is a publicly traded Delaware holding company listed on the New
York Stock Exchange formed to operate and grow businesses focused
on the retail direct investment industry. RCAP holds a direct
minority economic interest in Realty Capital Securities, LLC, a
FINRA-registered wholesale broker-dealer and an investment banking
and capital markets business, American National Stock Transfer,
LLC, an SEC-registered transfer agent, and RCS Advisory Services,
LLC, a transaction management services business. Additional
information about RCAP can be found on its website at
www.rcscapital.com. RCAP may disseminate information about itself,
including the results of its operations and financial information,
via social media platforms such as Facebook, LinkedIn and
Twitter.
About ICH
Investors Capital Holdings, Ltd. of Lynnfield, Massachusetts is a diversified
financial services holding company that operates primarily through
Investors Capital Corporation. Our mission is to provide premier,
5-star service and support to our valued registered
representatives, including advisory programs, strategic practice
management and marketing services, and technology, to help them
grow their businesses and exceed their clients' expectations.
Business units include Investors Capital Corporation, ICC Insurance
Agency, Inc., and Investors Capital Holdings Securities
Corporation. For more information, please call (800) 949-1422 x4814
or visit www.investorscapital.com.
Forward-Looking Statements
Information set forth herein (including information included or
incorporated by reference herein) contains "forward-looking
statements" (as defined in Section 21E of the Securities Exchange
Act of 1934, as amended), which reflect RCAP's expectations
regarding future events. The forward-looking statements involve a
number of risks, uncertainties and other factors that could cause
actual results to differ materially from those contained in the
forward-looking statements.
Such forward-looking statements include, but are not limited to,
the inability to negotiate or agree on definitive documentation;
the ability to obtain requisite approvals for the acquisition,
including, among other things, regulatory approval of certain
changes in control of the ICH's FINRA-regulated broker-dealer
business; market volatility; unexpected costs or unexpected
liabilities that may arise from the potential acquisition, whether
or not consummated; the inability to retain key personnel; the
deterioration of market conditions; and future regulatory or
legislative actions that could adversely affect the parties to the
transaction. Additional factors that may affect future
results are contained in RCAP's filings with the SEC, which are
available at the SEC's website at www.sec.gov. Further,
forward-looking statements speak only as of the date they are made,
and RCAP undertakes no obligation to update or revise
forward-looking statements to reflect changed assumptions, the
occurrence of unanticipated events or changes to future operating
results over time, unless required by law.
Additional Information
Nothing in this release shall constitute a solicitation to buy
or an offer to sell any securities. Any offer and sale of
securities will only be made pursuant to an effective registration
statement. RCAP stockholders and other investors are urged to read
the registration statement, including the proxy
statement/prospectus to be contained therein, to be filed with the
SEC, because it will contain important information about the
transactions. A copy of the registration statement and the proxy
statement/prospectus, once filed, will be available free of charge
at the SEC's website (www.sec.gov). Copies of the proxy
statement/prospectus and the filings with the SEC that will be
incorporated by reference in the proxy statement/prospectus also
will be obtainable, without charge, by directing a request to RCS
Capital Corporation, 405 Park Ave., 15th Floor, New York, New York, Attention: Investor
Relations, Telephone: (866) 904-2988.
Participants in Solicitation
The directors and executive officers of RCAP and other persons
may be deemed to be participants in the solicitation of proxies in
respect of proposals to approve the transaction. Information
regarding RCAP's directors and executive officers and other
participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise,
will be available in the proxy materials to be filed with the
SEC.
SOURCE RCS Capital Corporation