UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(Rule
14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934
(Amendment
No. )
Filed
by the Registrant [X]
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Filed
by a Party other than the Registrant [ ]
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Check
the appropriate box:
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[ ]
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Preliminary
Proxy Statement
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[ ]
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Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive
Proxy Statement
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Definitive
Additional Materials
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[X]
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Soliciting
Material Pursuant to §240.14a-12
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LADENBURG
THALMANN FINANCIAL SERVICES INC.
(Name
of Registrant as Specified In Its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
[X]
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No
fee required.
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[ ]
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title
of each class of securities to which transaction applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4)
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Proposed
maximum aggregate value of transaction:
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(5)
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Total
fee paid:
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[ ]
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Fee
paid previously with preliminary materials.
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[ ]
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Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date
of its filing.
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(1)
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Amount
Previously Paid:
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(2)
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Form,
Schedule or Registration Statement No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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Email
to Financial Advisors from Ladenburg (Dick Lampen) and IAB CEOs
Subject:
Important Announcement – Ladenburg’s Definitive Merger Agreement with Advisor Group
To
Our [IAB NAME] Financial Advisors:
I
wanted to provide you with an important update on the future of [IAB NAME] and our parent company, Ladenburg Thalmann:
I am pleased to report that Ladenburg has entered into a definitive merger agreement with Advisor Group, in a transaction that
creates one of the largest and most successful companies in our industry.
There
is a strong strategic and cultural fit between our companies, as reflected in our shared commitment to a multi-custodial, multi-clearing
model that drives a flexible and highly personalized advisor service experience delivered through multiple distinct firms under
their own brands.
Both
organizations have highly complementary capabilities that will enable us to strengthen technology, practice management and service
for financial advisors across our combined platform.
Additional
key summary highlights of this combination are as follows:
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Advisor
Group shares our approach to supporting the needs of financial advisors through a multi-brand strategy that encompasses multiple
distinct firms with unique service cultures. The company operates a network model similar to Ladenburg’s, supporting
IAB firms through a mature enterprise-level shared services platform.
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●
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Consistent with
both companies’ shared commitment to a multi-brand approach, Ladenburg Thalmann’s firms (including [IAB NAME])
will not be merged with Advisor Group’s firms as part of this transaction.
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Like Ladenburg and
[IAB NAME], Advisor Group also has a commitment to a multi-custodial and multi-clearing approach. Because both Advisor
Group and Ladenburg leverage Pershing and National Financial (part of Fidelity Custody & Clearing Solutions) as their
largest clearing providers, no repapering of client accounts will be necessary in connection with this transaction and its
closing.
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(Certain advisory
accounts may require client notification and / or consent, depending on the details and terms of the accounts. We will share
additional information on specific advisory account requirements, and any other needed client notifications, as it becomes
available.)
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The increased scale
of our combined companies will enable a greater level of investment in our platforms, resources and tools than either Ladenburg
or Advisor Group can accomplish on a stand-alone basis. Not only do our respective strengths round out each other’s
offerings, but, as a combined company, we will have the most comprehensive and powerful platform for financial advisors in
the industry.
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As the
largest multi-custodial and multi-clearing network of firms in the country, the combined company will be even better positioned
to redefine the RIA segment of the wealth management space. The combined company will be able to support all financial advisor
business models, including the hybrid advisor doing both securities and advisory business, as well as the “investment
advisor only” professional who is either utilizing a corporate RIA platform or has an independent RIA.
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Our combined businesses
will be focused on delivering stability and scale alongside significant ongoing investment in advisor growth resources, while
following through on our continued commitment to be a transformative innovator in a fast-evolving industry.
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●
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The transaction
is expected to close in the first half of next year.
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I
want to emphasize that Ladenburg and [IAB NAME] are focused on ensuring a smooth transition process that will enable you
to conduct business as usual, without disruptions for you or your clients, while actively seeking ways to accelerate your future
growth and success.
We
are still in the early days of this process, and we look forward to sharing more information in the days and weeks ahead. In the
meantime, we thank you for your ongoing support and partnership.
Sincerely,
Richard
J. Lampen
Chairman,
President and CEO
Ladenburg
Thalmann Financial Services, Inc.
[IAB
LEADER NAME]
[IAB
LEADER TITLE]
[IAB
NAME]
Additional
Information and Where to Find It
This
document may be deemed to be solicitation material in respect of the proposed merger between Ladenburg Thalmann Financial Services
Inc. (“Ladenburg”) and Harvest Merger Sub, Inc. (“Merger Sub”), a wholly owned subsidiary
of Advisor Group Holdings, Inc. (“Advisor Group”), and other transactions (collectively, the “Transaction”)
contemplated by the Agreement and Plan of Merger, dated as of November 11, 2019 (the “Merger Agreement”), by
and among Ladenburg, Advisor Group and Merger Sub. In connection with the Transaction, Ladenburg intends to file relevant materials
with the Securities and Exchange Commission (the “SEC”), including a proxy statement on Schedule 14A. INVESTORS
AND SHAREHOLDERS OF LADENBURG ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING LADENBURG’S PROXY STATEMENT,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and shareholders will be able to
obtain copies of the documents, when filed, free of charge at the SEC’s website (http://www.sec.gov). Investors and shareholders
may also obtain copies of documents filed by Ladenburg with the SEC by contacting Ladenburg at Investor Relations, Ladenburg Thalmann
Financial Services Inc., 4400 Biscayne Boulevard, 12th Floor, Miami, Florida 33137, by email at CorporateRelations@ladenburg.com,
or by visiting Ladenburg’s website (http://ir.stockpr.com/ladenburg).
Participants
in Solicitation
Ladenburg
and its directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation
of proxies from the holders of Ladenburg Common Stock in connection with the proposed Transaction. Information about Ladenburg’s
directors and executive officers is available in Ladenburg’s proxy statement for its 2019 Annual Meeting of Shareholders,
which was filed with the SEC on April 30, 2019. Other information regarding the participants in the proxy solicitation and a description
of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other
relevant materials to be filed with the SEC regarding the proposed Transaction when they become available. Investors and shareholders
should read the proxy statement carefully when it becomes available before making any investment or voting decisions.
Forward-looking
Statements
This
document contains forward-looking statements. You can generally identify forward-looking statements by the use of forward-looking
terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,”
“expect,” “explore,” “evaluate,” “intend,” “may,” “might,”
“plan,” “potential,” “predict,” “project,” “seek,” “should,”
or “will,” or the negative thereof or other variations thereon or comparable terminology. These forward-looking statements
are only predictions and involve known and unknown risks and uncertainties, many of which are beyond Ladenburg’s and Advisor
Group’s control. Statements in this document regarding Ladenburg and Advisor Group that are forward-looking, including,
without limitation, projections as to the anticipated benefits of the proposed Transaction and the closing date for the proposed
Transaction, are based on management’s estimates, assumptions and projections, and are subject to significant uncertainties
and other factors, many of which are beyond the control of Ladenburg and Advisor Group. Important risk factors could cause actual
future results and other future events to differ materially from those currently estimated, including, but not limited to: (i)
the timing to consummate the proposed Transaction; (ii) the risk that a condition to closing of the proposed Transaction
may not be satisfied and the Transaction may not close; (iii) the risk that a regulatory approval that may be required for
the proposed Transaction is delayed, is not obtained or is obtained subject to conditions that are not anticipated; (iv)
the risk that a sufficient number of shares of Ladenburg Common Stock are not voted in favor of the proposed Transaction;
(v) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement;
(vi) the effect of the announcement or pendency of the Transaction on Ladenburg’s business relationships, operating results,
and business generally; (vii) risks that the proposed Transaction disrupts current operations of Ladenburg and potential difficulties
in Ladenburg employee retention as a result of the Transaction; (viii) risks related to diverting management’s attention
from Ladenburg’s ongoing business operations; (ix) the outcome of any legal proceedings that may be instituted against Ladenburg
related to the Merger Agreement or the Transaction; and (x) the amount of the costs, fees, expenses and other charges related
to the Transaction. The list above is not exhaustive. Because forward looking statements involve risks and uncertainties, the
actual results and performance of Ladenburg may materially differ from the results expressed or implied by such statements. Given
these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. Unless otherwise required
by law, Ladenburg also disclaims any obligation to update its view of any such risks or uncertainties or to announce publicly
the result of any revisions to the forward-looking statements made herein.
Readers
should carefully review the risks and uncertainties disclosed in Ladenburg’s reports with the SEC, including those set forth
in Part I, “Item 1A. Risk Factors” in Ladenburg’s Annual Report on Form 10-K for the fiscal year ended December
31, 2018 and in subsequent Quarterly Reports on Form 10-Q and other reports or documents Ladenburg files with, or furnishes to,
the SEC from time to time. Except as specifically noted, information on, or accessible from, any website to which this document
contains a hyperlink is not incorporated by reference into this document and does not constitute a part of this document. No assurances
can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do
occur, what impact they will have on the results of operations or financial condition of Ladenburg or Advisor Group. All forward-looking
statement in this communication are qualified in their entirety by this cautionary statement.
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