UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 14A
Proxy
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THOMAS
WEISEL PARTNERS GROUP, INC.
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On
October 1, 2007, Thomas Weisel Partners issued a press release announcing
it
will be conducting presentations to individual institutional investors during
the week of October 1-5, 2007 and thereafter. A copy of the presentation
materials to be utilized during these presentations was posted to the Thomas
Weisel Partners website on October 1, 2007 and a copy of those presentation
materials is set forth below.
Presentation
Materials Posted to Thomas Weisel Partners Website on October 1,
2007
Thomas
Weisel Partners
to
Acquire
Westwind
Partners
Presentation
to Investors
October
2007
1
Cautionary
Note and Safe Harbor Statement
Forward
Looking Statements
. This
presentation contains forward-looking statements that are subject to known
and
unknown risks, uncertainties and other factors which may cause
actual
results, performance, or achievements to be materially different from any
future
results, performance, or achievements expressed or implied by such
forward-looking statements.
These forward-looking statements were based on
various factors and were derived utilizing numerous assumptions and other
factors that could cause actual results to differ materially from
those in
the forward-looking statements. These factors include, but are not limited
to,
Thomas Weisel Partners Group, Inc.’s (“TWPG’s”) and Westwind Capital
Corporation’s (“Westwind’s”)
ability to complete the transaction in a timely
manner or at all, implement their strategic initiatives and achieve the expected
benefits of the transaction, integrate their operations and retain
their
professionals, as well as competitive, economic, political, and market
conditions and fluctuations, government and industry regulation, other risks
relating to the transaction, including
the effect of the announcement of the
transaction on the companies’ business relationships, operating results and
business generally and other factors, including those that are described
under the caption “Risk Factors” in TWPG's Annual Report on Form
10-K for the year ended December 31, 2006 and other periodic reports filed
by
TWPG with the SEC thereafter
(“Exchange Act Reports”). Most of
these factors are difficult to predict accurately and are generally beyond
TWPG’s or Westwind’s control. You should consider the areas of risk described
in connection with any forward-looking statements that may be made
herein
and readers are cautioned not to place undue reliance on forward-looking
statements. For any forward-looking
statements contained herein, TWPG claims
the protection of the safe harbor for forward-looking statements contained
in
the Private Securities Litigation Reform Act of 1995.
Analyst
Estimates
. This
presentation includes sell-side analyst estimates regarding the future financial
performance of TWPG, which estimates were not prepared by
TWPG. Analyst
estimates are given as of the date of their
publication and are subject to change by the publishing
analysts. Analyst estimates are forward-looking in nature and should
only be considered
in the context of the full text of the related research
reports of the publishing analysts and risk factors such as those described
above under “Forward Looking Statements”.
Historical
Results and Non-GAAP Financial Measures
. This
presentation includes historical financial results. Actual results in
the future may differ materially from historical results
and historical results should not be considered as an indication of
future performance. To supplement TWPG’s financial results presented in
accordance with GAAP, TWPG’s management
uses certain non-GAAP measures,
including measures of financial performance and liquidity. These non-GAAP
measures should only be considered together with the corresponding
GAAP
results reported herein and in TWPG’s Exchange Act Reports. Further
discussion and reconciliation of TWPG’s non-GAAP financial measures is included
herein and in its
Exchange Act Reports.
Not
a
Proxy Solicitation
.
This news
announcement is not a solicitation of a proxy from any stockholder of TWPG.
TWPG
intends to file with the SEC a proxy statement and other relevant
documents
to be mailed to stockholders in connection with the proposed transaction.
TWPG
URGES INVESTORS TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT
DOCUMENTS
WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT TWPG, WESTWIND AND THE PROPOSED
TRANSACTION. A definitive proxy
statement will be sent to stockholders of TWPG seeking approval of the proposed
transaction. When available, these materials and other documents
filed with
the SEC will be available free of charge at the SEC’s website, www.sec.gov.
Thomas
Weisel Partners and its directors and executive officers may be deemed to
be
participants in
the solicitation of proxies from shareholders in connection
with the proposed transaction. Information regarding directors and executive
officers is available in the Annual Report on Form
10-K for the year ended
December 31, 2006, and the Proxy Statement filed with the SEC on April 12,
2007.
These documents are available on the SEC’s web site at www.sec.gov and at
www.tweisel.com. Additional information regarding the interests
of such potential participants will be included in the proxy statement to
be
filed with the SEC.
The
information contained herein is as of September 28, 2007, unless otherwise
noted.
Financial
information stated herein is unaudited, unless otherwise noted.
TWPG
does not assume any obligation to update the information contained herein
in the
future.
2
Transaction
Overview
Thomas
Weisel Partners Group, Inc.
will acquire 100% of Westwind Capital
Corporation, the holding company of
Westwind Partners
$146.7
million total equity value,
based on the closing price of $14.51 on Friday, Sept
28
th
$45.0
million cash
7.009
million
shares of TWPG
(including shares of
Canadian subsidiary
exchangeable for TWPG shares)
The
transaction is expected to close
in January 2008
Closing
is dependent upon standard
approvals including Shareholder approval
TWPG
shareholders holding 20% of TWP
shares have committed to approve the
transaction
Lionel
Conacher, current President
& CEO of Westwind, will become President of
TWPG
Expected
2008 impact of $100 million
to $110 million in revenue and $0.17 to $0.25 to
Non-GAAP Diluted EPS
(calculated off of current Wall Street analysts’ consensus)
Expected
2007 Pro Forma impact of
$85 million to $90 million of revenue and $0.17 to
$0.21 to Non-GAAP Diluted
EPS (calculated off of current Wall Street analysts’
consensus)
Senior
Management
Pro
Forma
Impact
Closing
Purchase
Price
Transaction
3
Rationale
Expands
TWP into two
important industries – Energy and Mining
Sectors
represent important
“Tailwinds” in the global economy, where significant activity is occurring
Macro
trends driving new exploration
include price of oil, demand for commodities in Asia
Further
diversifies TWP’s platform
beyond US based consumer, healthcare and technology companies
TSX
is the leading exchange for
Energy and Mining companies
Global
Diversification
Broadens
TWP’s footprint into Canada
Adds
banking to TWP’s existing
London operation, expanding platform further into Europe
Establishes
beachhead for further
geographic expansion into Australia, Asia, and other areas of the world
Attractive
Banking and
Brokerage Opportunity
TWP’s
brand and US distribution will
augment Westwind’s banking efforts in Canada and Europe
Westwind’s
brand will augment TWP’s
Energy practice in US market
A
larger research universe across
more sectors will enhance TWP’s standing with current US brokerage
accounts
Expands
Canadian, US and European
account list and expands non-resource sector exposure
Strong
Cultural Fit
Gain
20 Seasoned
Bankers
4
Independent
institutional
investment bank focused on growth companies in Energy, Mining, Technology,
Media & Entertainment, Real Estate and Special Situations
Offers
equity research on
Canadian and Internationally listed companies, strong trading capabilities
and
creative advice to corporations on M&A and financing transactions
Founded
in 2002
108
employees
Headquartered
in Toronto (73
employees)
Additional
offices in Calgary (16
employees), London (16 employees), Montreal (3 employees)
Sector
expertise
includes
Mining: approximately
50%
of total revenue for the 6 months ended June 2007, 34 companies under
coverage
Energy: approximately
30%
of total revenue for the 6 months ended June 2007; 53 companies under
coverage
$74
million in revenue for last
twelve months ended June 30, 2007, historic growth of 30% + per
year
Overview
of
Westwind
Westwind
Overview – Key Facts
5
Key
Employee
Additions
Lionel
F. Conacher,
President and CEO of Westwind, will assume the role of President of TWPG
Co-founder
of Westwind Partners in
January 2002
For
the previous 15 years, held
increasingly senior positions at investment banking firms in Toronto, New
York
and
London including Citigroup (London, New York and Toronto), Brookfield
Asset Management and National Bank
Financial
Bachelor’s
degree in Economics and
Art History from Dartmouth College
Mr.
Conacher’s role will
include
:
Member
of Executive Committee
Responsible
for managing integration
of international businesses, overseeing international expansion, corporate
development, and driving growth opportunities between the two firms,
including by exploring the build out of
Energy and Mining sectors in the US
After
an initial transition period
of 6 to 24 months, functional heads of Banking, Sales, Trading and Research
will
report to Mr. Conacher
TWP
also gains seasoned
bankers with strong track records of advising growth companies and entrepreneurs
in the Energy and Mining sectors, including:
Sales
Ross
McMaster, Head of Sales
Alec
Rowlands, Senior Mining
Salesman
JP
Veitch, Senior Calgary-based
Salesman
Investment
Banking
David
Beatty, Co-Founder of
Westwind, Head of Mining Practice
Kevin
Tomlinson, Senior London-based
Mining Banker and Geologist
Alex
Wylie, Senior Domestic Energy
Banker
Paul
Colucci, Senior International
Energy Banker
6
Institutional
Brokerage
26
total professionals
16
in Toronto, 3 in Calgary,
7
in
London
Accounted
for 75% of
total
revenue
in 2006
Sector
focused, providing
Equity,
M&A and Mezzanine
Financing
Raised
over US$17.0 billion
in
the last five years
Lead
or co-lead in over 140
transactions
M&A
is historically between
10% and 20% of banking
revenue
14
analysts and 8 associates
Over
120 companies under
coverage
with an average
market
cap of $650 million
6
sectors covered
Energy
accounting for
43%
of the coverage
universe
Mining
accounting for 28% of
the
coverage universe
12
professionals in sales and
10
in trading
Accounted
for 23% of total
revenue in 2006
Access
to over 400 global
accounts
Top
3 trader in over 20% of
companies under coverage
Investment
Banking
Overview
of
Westwind
Research
7
Financing
Growth Companies in Mining and Energy
Westwind
focuses on banking early
stage, high growth Energy and Mining companies with significant equity
funding requirements
Many
of Westwind clients are serial
fundraisers – Energy and Mining exploration and development follows a
similar pattern of investment, with companies requiring financing throughout
the development stage
Westwind
has become a “trusted
advisor” with many repeat clients, advising on financings and ultimately M&A
Strategy
of finding “venture”
opportunities and funding these companies on the TSX, TSX-V and AIM markets
Core
Practice
Initial
Stage – Initial
Exploration Drilling
Seed
(pre-IPO) Funding
Capital
Need: $10M
Second
Stage– Ongoing resource
definition and mine feasibility
Exploration
and drilling
Capital
Need: $10M -
$50MM
Third
Stage– Mine
construction
Capital
Need: $50MM -
$100MM
Final
Stage – Production
and
expansion
Typical
Westwind Mining
Client
M&A
Candidates
8
Focuses
on the Junior
and
Intermediate North
American E&P market,
including Junior Oil
Sands
Active
year to date in
this
sector, with 87
Canadian E&P
transactions raising up
to $115MM
depending
on the stage of
exploration
Average
size of $33MM
Strong
consolidation
trends and
M&A
opportunities
Since
‘05,
Westwind
has
completed over 25
transactions raising
over $800MM
Canadian
E&P
Oilfield
Services
Oilfield
services client
of
Westwind have an
average market cap
ranging from $120MM -
$3BM –
with an
emphasis on $100MM -
$800MM
Average
size of
transaction $35
million
Since
‘05,
Westwind
has
completed over 20
transactions raising
over $1.5BN
International
E&P
Recent
focus area
Dedicated
research
resources
Transactions
in pipeline
in
bio-diesel and wind
energy sectors
Alternative
Energy
Overview
of
Energy Practice
Within
the International
E&P
sector, Westwind
focuses on the Junior
and Intermediate
companies in
the sector
Run
centrally out of
London
office
Average
size of
transaction in
the
sector was $75 million
YTD 2007
Westwind
has
completed 20
transactions in ‘05, ‘06
and YTD ‘07
Energy
Note: Currency
converted at .96 USD/CAD.
9
Overview
of
Mining Practice
Westwind
Mining Equity Financing Proceeds
Practice
focused primarily
on:
Traditional
base (e.g. copper and
nickel) and precious
metals (e.g. gold, silver and platinum),
diamonds and
uranium
Market
cap range of $50 million to
$1 billion with emphasis
on $100 million to $500 million
Early
stage, high growth companies
Strict
criteria for new
clients
Emphasis
on technical due diligence
(site visits, leveraging
in-house technical expertise)
Early
success with bringing
foreign (e.g. ASX-
Listed) mining companies to TSX
Providing
access to deeper pool of
capital
Wide
range of international
industry relationships
driven by nearly 100 years of industry expertise in
North America, Australia and Europe
Junior
Mining Energy Growth – 55%
Canada, 25% UK and
20% Australia
Key
Highlights
Proceeds
from Westwind-lead mining
equity financings have
grown 5 fold from 2005 levels
The
average deal size has also
tripled over this time period
Approx.
60% of the financings were
lead or co-lead mandates
Have
led 3 out of 5 of the most
important new gold mine
financings
Financed
the 1
st
coal operation in South
Africa
Average
Lead
Deal
Size:
$10.2
mm
$17.6
mm
$33.3
mm
$297
mm
$493
mm
$1,211
mm
Note: Currency
converted at .96 USD/CAD.
10
The
TSX
Opportunity – Overview
TSX
Group forms a world-leading
exchange, with more mining and energy stocks listed on TSX exchanges than
any other exchange
Approximately
40% of TSX’s market
capitalization is represented by Mining and Energy stocks (approximately
80%
of the TSX venture exchange)
Energy
and Mining are major drivers
of the financings in 2007, accounting for 53% of all funds raised during
the
first two quarters in Canada
TSX
Group aggregate market cap in
excess of US$1.8 trillion
Over
US$1.3 trillion
traded
Global
Distribution of Listed Companies
The
TSX
Group Listed Companies
Overview
Source:
World Federation of Exchanges
and TSX Group
TSX
Group
3,902
Mining
34%
Energy
12%
Diversified
Industries
10%
Technology
9%
Healthcare
4%
Real
Estate
3%
Other
28%
As
of August 2007 (44,880
companies)
11
The
TSX
Opportunity – Equity Financings
Total
Equity
Value Raised
Source:
FPInfomart. Year
to date as of September 2007
$17.4
$24.7
$30.9
$26.2
$27.6
$21.7
Year
(US$
in
billions)
YTD
Energy
and Mining are global
industries that must be covered globally with the majority of these Companies
listed
in Canada
Energy
and Mining industry has the
characteristics of supporting new companies, ventures and ideas
Global
economy drives demand for
natural resources
Over
$3.0 billion in Canadian
domestic Investment Banking fees paid in last 12 months
12
Westwind
Investment Banking Revenue By Sector
$78.8
million
IB
Revenue
Breakdown by Industry
18
Months
between 2006 – June 2007
Note:
Financials
are unaudited.
Currency
converted at .96 USD/CAD.
IB
Revenue
Breakdown by Industry
Sector 2006
6 Months 6/30/07
10.3%
10.6%
Special
Sits.
0.6%
2.0%
Real
Estate
1.1%
5.2%
Healthcare
3.6%
4.4%
Tech/Media/
Comms.
29.5%
52.0%
Energy
55.0%
25.7%
Mining
Energy
40.8%
Mining
40.3%
Healthcare
3.1%
Technology,
Media
&
Communications
4.0%
Special
Situations
10.4%
Real
Estate
1.3%
13
Westwind
Research Coverage
Westwind
Research Universe
Note: As
of September 28,
2007.
Analyst
Overview
Energy
43.4%
Mining
27.9%
Technology,
Media
&
Communications
15.6%
Special
Situations
8.2%
Real
Estate
4.9%
14
15
Combined
Geographic Footprint
Location
Employees
Opened
San
Francisco (HQ)
346
1999
New
York
1661999
Mumbai
76
2006
Boston
36
1999
Palo
Alto
14
2001
London
12
2007
Zurich
(in formation)
10
2007
Portland
7
2006
Chicago
2
2007
Cleveland
1
2007
Baltimore
1
2007
TWP
Offices
Westwind
Offices
Location
Employees
Opened
Toronto
(HQ)
73
2002
Calgary
16
2004
London
16
2005
Montreal
3
2005
Note: As
of September 28,
2007.
Total
Westwind Employees -
108
Total
TWP
Employees - 671
Total
Combined Employees - 779
15
Pro
Forma
Investment Banking Revenue By Sector
Current
TWP
Sector Mix
Pro
Forma
Investment
Banking Revenue Breakdown by Industry – 2007 YTD (as of June
30)
$68.9
million
$106.2
million
Technology,
Media
&
Communications
43.6%
Technology,
Media
&
Communications
62.6%
Note:
Financials
are
unaudited.
Mining
22.3%
Energy
9.5%
Consumer
9.7%
Healthcare
14.9%
Healthcare
22.3%
Consumer
15.2%
16
Pro
Forma
Investment Banking Revenue Overview
Westwind
TWP
Consensus Street Estimate
(1)
Combined
Company
(1) TWP
2007E and 2008E
based on current Wall Street analysts’ consensus. Westwind banking
estimates based on internal Westwind estimates.
(US$
in
millions)
(US$
in
millions)
$107.0
$165.7
$257.5
$206.7
$0
$50
$100
$150
$200
$250
$300
2005A
2006A
2007E
2008E
$75.3
$124.1
$174.5
$136.7
$0
$20
$40
$60
$80
$100
$120
$140
$160
$180
$200
2005A
2006A
2007E
2008E
$31.7
$41.6
$83.0
$70.0
$0
$10
$20
$30
$40
$50
$60
$70
$80
$90
2005A
2006A
2007E
2008E
17
Pro
Forma
Research Universe
616
Companies Under
Coverage
738
Companies Under
Coverage
TWP
Current
Research Universe
Pro
Forma
Research Universe
Technology,
Media
&
Communications
45.6%
Technology,
Media
&
Communications
40.8%
Note: As
of September 28,
2007.
Resources
account for 14% of the Russell 2000 Growth and 14% of the S&P 500
Healthcare
20.2%
Other
2.2%
Mining
4.6%
Consumer
15.6%
Industrial
Growth
6.6%
Energy
10.0%
Healthcare
23.3%
Consumer
18.0%
Industrial
Growth
11.4%
Energy
3.3%
18
Pro
Forma
Research Universe
Growth
Focused Institutional Firms Research Rankings
Note: As
of September 28,
2007. TWP results are pro forma for
Westwind. Results are for North American coverage only.
19
Pro
Forma
Diversified Revenue Mix
TWP
Westwind
Pro
Forma
Net
Revenue
Breakdown by Segment – 6 months as of June 30, 2007
$46.1
million
$148.4
million
$194.5
million
Note: Financials
are
unaudited. Based on 2007 YTD as of June 30.
Currency
converted at .96
USD/CAD.
(1) Includes
Asset
Management Revenue and Net Interest Income.
Investment
Banking
$106.2MM;
55%
Brokerage
$62.9MM;
32%
Other
(1)
$5.5MM;
3%
Asset
Management
$20.0MM;
10%
Brokerage
$55.1MM;
37%
Investment
Banking
$68.9MM;
46%
Other
(1)
$4.5MM;
3%
Asset
Management
$20.0MM;
14%
Investment
Banking
$37.3MM;
82%
Institutional
Brokerage
$7.8MM;
17%
Other
$1.0MM;
1%
20
Integration
Strategy
The
businesses will be
integrated as soon as practicable
The
two organizations have a strong
cultural fit and a shared vision for helping entrepreneurs fund and grow
their businesses
We
will integrate the businesses
along functional groups in order to best realize the revenue opportunities
available to the combined firm
We
believe that a uniform brand
makes the most sense – Thomas Weisel Partners
Banking
Research
Sales
Trading
One
practice,
organized along
industry sectors
Energy
and
Mining will be run
out of Canada
Existing
TWP
sectors report to
current Co-
Directors of
Banking
One
branded
product
Reports
to Head
of Research
Synergies
on
brokerage side
Separate
sales
force “tag
teaming”
accounts to drive
incremental
revenue
Partnership
approach
Reporting
to
Head of
Sales
One
consolidated
book
Reports
to Head
of
Trading
21
Future
Outlook and Opportunities for Enhanced Growth
Financial
and Strategic Outlook
(1)
2007E
and 2008E current Street
Consensus represent the consensus net revenue and Non-GAAP EPS estimates
of Wall
Street analysts for TWPG
. Non-GAAP EPS figures
based on fully
diluted shares outstanding. Non-GAAP
reconciliation calculation found on slide 24.
(2)
Westwind
Net Revenue estimates based
on internal Westwind estimates.
(3)
Pro
forma includes transaction
adjustments for lost interest income on cash used in the transaction, additional
incremental operating costs and a common compensation
ratio
.
(US$
in millions, except per
share data)
(1)
(2)
(3)
22
Future
Growth Opportunities
Future
Growth Opportunities
Westwind’s
core clients benefit from
TWP’s bulge bracket execution
capabilities
Presence
in UK will expand TWP’s
reach
Cross
Border
M&A
TWP’s
brand and US distribution to
help lead to higher banking
market share in Consumer, Healthcare,
Technology, Media and
Telecom
Expand
Westwind’s Banking
Practice in Canada
Immediate
scale to existing TWP
business in banking
Utilize
Westwind’s experience
regarding AIM-listed companies and
the re-listing of international companies
strategy on the TSX
European
Expansion
Leverage
Westwind’s global view of
alternative and renewable
energy to build out existing TWP alternative
energy practice
Alternative
Energy
Opportunity
Potential
to open offices in the US,
expand research and banking to
US energy opportunity
US
Opportunity
Broader
research coverage leading to
more votes with key accounts
Sell
US research to Canadian
accounts/ Canadian research to US
accounts
Increase
Westwind’s trading
revenue
Increase
Brokerage Revenue
while
Leveraging Current Cost Base
23
Pro
Forma
Reconciliation
Note:
As
TWP does not issue guidance,
accretion per share was derived using
current Wall Street
analysts’
consensus
“Non-GAAP”
estimates as derived
from First
Call as of Sept 28, 2007. These
non-GAAP diluted earnings per share amounts exclude expected transaction-related
expense of (i) $0.23 -
$0.25 per diluted share of tax-affected amortization
of intangibles and (ii) $0.01 per diluted share of tax-affected one-time
charges. In addition, because
we have historically excluded our
IPO award expense from our non-GAAP diluted earnings per share, the non-GAAP
diluted earnings per share amounts
have also been adjusted upwards by $0.03
in order to account for the effect of the issuance of additional shares as
transaction consideration.
A.
Assumes
40% of purchase price is
allocated to transaction intangibles ($50.1 million), including transaction
related expenses of which 80% is amortized
over the first 3 years and the
remaining 20% is amortized over the following 5 years. Numbers in
table are net of taxes.
B.
Assumes
$1.0 million in one-time
restructuring charges related to integration amortized over 3 years. Numbers
in
table are net of taxes.
C.
The
non-GAAP diluted earnings per
share amounts are adjusted upwards by $0.03 in order to account for the effect
of the issuance of additional shares
as transaction
consideration.
Non-GAAP
Diluted Earnings Reconciliation
(US$
in millions, except per
share data)
24
Pro
Forma
6/30/07 Balance Sheet
Pro
Forma
Capitalization Analysis
(US$
in
millions)
Note: Financials
are
unaudited.
(1)
Adjusted
for minimum capital agreed
to by Westwind and the cash portion of purchase price of $45.0 million.
(2)
Assumes
$23.8 million in book value
at close.
(1)
(2)
25
The
contents of this filing and the documents attached hereto contain
forward-looking statements that are subject to known and unknown risks,
uncertainties and other factors which may cause actual results, performance,
or
achievements to be materially different from any future results, performance,
or
achievements expressed or implied by such forward-looking statements. These
forward-looking statements were based on various factors and were derived
utilizing numerous assumptions and other factors that could cause actual results
to differ materially from those in the forward-looking statements. These factors
include, but are not limited to, Thomas Weisel Partners Group, Inc.’s (“TWPG’s”)
and Westwind Capital Corporation’s (“Westwind’s”) ability to complete the
transaction in a timely manner or at all, implement their strategic initiatives
and achieve the expected benefits of the transaction, integrate their operations
and retain their professionals, as well as competitive, economic, political,
and
market conditions and fluctuations, government and industry regulation, other
risks relating to the transaction, including the effect of the announcement
of
the transaction on the companies’ business relationships, operating results and
business generally and other factors, including those that are described under
the caption “Risk Factors” in TWPG's Annual Report on Form 10-K for the year
ended December 31, 2006 and other periodic reports filed by TWPG with the SEC
thereafter (“Exchange Act Reports”). Most of these factors are difficult to
predict accurately and are generally beyond TWPG’s or Westwind’s control. You
should consider the areas of risk described in connection with any
forward-looking statements that may be made herein and readers are cautioned
not
to place undue reliance on forward-looking statements. For any forward-looking
statements contained herein, TWPG claims the protection of the safe harbor
for
forward-looking statements contained in the Private Securities Litigation Reform
Act of 1995. TWPG does not assume any obligation to update the information
contained herein in the future.
In
connection with the proposed transaction, Thomas Weisel Partners will be filing
a proxy statement and relevant documents concerning the transaction with the
Securities and Exchange Commission (“SEC”). SECURITY HOLDERS OF THOMAS WEISEL
PARTNERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS
FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. Investors and security holders can obtain free copies
of
the proxy statement and other documents when they become available (i) by
calling Investor Relations at 415-364-2500, (ii) by going to the Investor
Relations section of www.tweisel.com or (iii) by mailing a request to Thomas
Weisel Partners, Investor Relations, One Montgomery Street, San Francisco,
CA
94104. In addition, documents filed with the SEC by Thomas Weisel Partners
are
available free of charge at the SEC’s web site at www.sec.gov.
Thomas
Weisel Partners and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the shareholders of Thomas
Weisel Partners in connection with the proposed transaction. Information
regarding Thomas Weisel Partners’ directors and executive officers is available
in Thomas Weisel Partners’ Annual Report on Form 10-K for the year ended
December 31, 2006, which was filed with the SEC on March 16, 2007, and its
proxy
statement for its 2007 Annual Meeting of Shareholders, which was filed with
the
SEC on April 12, 2007. These documents are available free of charge at the
SEC’s
web site at www.sec.gov and from Investor Relations at Thomas Weisel Partners
as
described above. Additional information regarding the interests of such
potential participants will be included in the proxy statement and the other
relevant documents filed with the SEC when they become available.
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