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Confidential
7
Forward-Looking Statements
Statements in this presentation that relate to Stifel Financial Corp.,
as well as Stifel, Nicolaus and Company, Inc. and its other subsidiaries
(collectively, “Stifel” or the “Company”) and
Thomas Weisel Partners Group, Inc. (“Thomas Weisel Partners”) future plans, objectives,
expectations, performance, events and the like may constitute
“forward-looking statements” within the meaning of the Private Securities Litigation
Reform Act of 1995, Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. Future events, risks and uncertainties, individually or in the
aggregate, could cause our actual results to differ materially from those
expressed or implied in these forward-looking statements.
The material factors and assumptions that could cause actual
results to differ materially from current expectations include, without limitation, the
following: (1) the inability to close the merger in a timely manner;
(2) the inability to complete the merger due to the failure to obtain stockholder
approval and adoption of the merger agreement and approval of the
merger or the failure to satisfy other conditions to completion of the merger,
including required regulatory and court approvals; (3) the failure of
the transaction to close for any other reason; (4) the possibility that the
integration of Thomas Weisel Partners’ business and operations
with those of Stifel may be more difficult and/or take longer than anticipated, may
be more costly than anticipated and may have unanticipated adverse
results relating to Thomas Weisel Partners’ or Stifel’s existing businesses; (5)
the challenges of integrating and retaining key employees; (6) the
effect of the announcement of the transaction on Stifel’s, Thomas Weisel
Partners’ or the combined company’s respective business
relationships, operating results and business generally; (7) the possibility that the
anticipated synergies and cost savings of the merger will not be
realized, or will not be realized within the expected time period; (8) the possibility
that the merger may be more expensive to complete than anticipated,
including as a result of unexpected factors or events; (9) the challenges of
maintaining and increasing revenues on a combined company basis
following the close of the merger; (10) diversion of management’s attention
from ongoing business concerns; (11) general competitive, economic,
political and market conditions and fluctuations; (12) actions taken or
conditions imposed by the United States and foreign governments; (13)
adverse outcomes of pending or threatened litigation or government
investigations; (14) the impact of competition in the industries and in
the specific markets in which Stifel and Thomas Weisel Partners,
respectively, operate; and (15) other factors that may affect future
results of the combined company described in the section entitled “Risk
Factors” in the proxy statement/prospectus to be mailed to Thomas
Weisel Partners’ shareholders and in Stifel’s and Thomas Weisel Partners’
respective filings with the U.S. Securities and Exchange Commission
(“SEC”) that are available on the SEC’s web site located at www.sec.gov,
including the sections entitled “Risk Factors” in
Stifel’s Form 10-K for the fiscal year ended December 31, 2009, and “Risk Factors” in Thomas
Weisel Partners’ Form 10-K for the fiscal year ended December
31, 2009. Readers are strongly urged to read the full cautionary statements
contained in those materials. We assume no obligation to update
any forward-looking statements to reflect events that occur or circumstances that
exist after the date on which they were made.
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