Item
9.01. Financial Statements and Exhibits.
Additional
Information and Where to Find It
This
document may be deemed to be solicitation material in respect of the proposed merger between Ladenburg and Harvest Merger Sub,
Inc. (“Merger Sub”), a wholly owned subsidiary of 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.