HARTFORD, Conn., Feb. 1, 2021 /PRNewswire/ -- Virtus
Investment Partners, Inc. (NASDAQ: VRTS), which operates a
multi-boutique asset management business, today announced it has
entered into a definitive agreement to acquire Westchester Capital
Management, a leading manager of global event-driven investment
strategies with approximately $4.3
billion1 of assets under management, including
$3.6 billion in The Merger
Fund®, which was launched in 1989.
The acquisition would expand Virtus' offerings of alternative
investment strategies by adding Westchester Capital's
differentiated, non-correlated strategies that invest in publicly
announced events such as mergers, acquisitions, takeovers,
spin-offs and other corporate reorganizations.
Under the agreement, Virtus would purchase all of the equity of
Westchester Capital. Managing partners and portfolio managers,
Roy Behren and Michael Shannon, have entered into long-term
employment agreements and are reinvesting a significant portion of
the transaction proceeds into the firm's investment strategies.
"Roy, Michael and their team have built Westchester Capital into
the premier provider of event-driven strategies with a long, proven
track record of attractive investment performance," said
George R. Aylward, president and
chief executive officer of Virtus. "This agreement gives us the
opportunity to partner with a well-respected team and make their
strategies available to a greater number of clients through our
broad distribution platform. We are particularly pleased that The
Merger Fund, which is a leader in non-correlated strategies as the
first mutual fund devoted exclusively to merger arbitrage, will
become one of the many distinctive funds we offer to the retail
market."
Behren and Shannon said that affiliating with Virtus will allow
the firm to further invest in its growth while retaining autonomy
over its investment process and maintaining its independent team,
culture, and brand identity.
"Becoming an affiliate of Virtus will be a seamless and smooth
transition, giving us access to Virtus' scale, resources and
efficiencies. This will immediately benefit investors in our
strategies as well as our company as the industry continues to
evolve. Virtus' multi-boutique model is the perfect environment to
allow our portfolio team to focus exclusively on investment
management and also allow our product specialist team to continue
providing the information flow and manager access that our
investors have enjoyed over the past three decades. On behalf of
our partners at Lincoln Peak Capital and ourselves, we are
gratified to be given the opportunity to collaborate with such an
extraordinarily high-quality institution."
The transaction is expected to close in the second half of the
year, subject to customary closing conditions and approvals by each
fund's board and shareholders.
Virtus will discuss the transaction in connection with its
quarterly investor conference call scheduled for 10:00 a.m. Eastern, Tuesday, February 2.
UBS acted as financial advisor and Goodwin Procter LLP was the
legal advisor to Virtus on the transaction. Piper Sandler & Co. acted as financial
advisor and Berkowitz, Trager & Trager, LLC and Morgan, Lewis
& Bockius LLP were the legal advisors to Westchester Capital
Management and its shareholders.
About Westchester Capital Management
With a history
spanning more than three decades, Westchester Capital has
endeavored to deliver consistent, absolute returns through the
disciplined execution of event-driven alternative investment
strategies. Through an array of investment portfolios, including
its flagship fund, The Merger Fund, it provides investors with
strategies to invest in publicly announced events such as mergers,
acquisitions, takeovers, spin-offs, and other corporate
reorganizations, with the goal of profiting from the timely
completion of these transactions.
About Virtus Investment Partners, Inc.
Virtus
Investment Partners (NASDAQ: VRTS) is a distinctive
partnership of boutique investment managers singularly committed to
the long-term success of individual and institutional investors.
The company provides investment management products and services
through its affiliated managers and select subadvisers, each with a
distinct investment style, autonomous investment process, and
individual brand. Virtus Investment Partners offers access to a
variety of investment styles across multiple disciplines to meet a
wide array of investor needs. Its affiliates include Ceredex Value
Advisors, Duff & Phelps Investment Management, Kayne Anderson
Rudnick Investment Management, Newfleet Asset Management, NFJ
Investment Group, Seix Investment Advisors, Silvant Capital
Management, and Sustainable Growth Advisers. Additional information
is available at virtus.com.
About Lincoln Peak Capital
Lincoln Peak
Capital is a private strategic equity partner for boutique
asset management firms, providing capital and expertise to help
firms realize their long-term potential. Lincoln Peak Capital's
partner firms manage in excess of $90
billion of assets.
An investor should consider the investment objectives, risks,
charges, and expenses of the Funds carefully before investing. The
current prospectuses contain this and other information about the
Funds. To obtain a prospectus, please visit the Documents page of
www.mergerfund.com or call (800) 343-8959. Please read the
prospectus carefully before investing.
The Merger Fund is distributed by Compass Distributors, LLC,
which is not affiliated with the advisor or any of its
affiliates.
Mutual fund investing involves risk. Principal loss is
possible.
Forward-Looking Information
This press release contains statements that are, or may be
considered to be, forward-looking statements. All statements that
are not historical facts, including statements about our beliefs or
expectations, are "forward-looking statements" within the meaning
of The Private Securities Litigation Reform Act of 1995, as
amended. These statements may be identified by such forward-looking
terminology as "expect," "estimate," "intent," "plan," "intend,"
"believe," "anticipate," "may," "will," "should," "could,"
"continue," "project," "opportunity," "predict," "would,"
"potential," "future," "forecast," "guarantee," "assume," "likely,"
"target" or similar statements or variations of such terms.
Our forward-looking statements are based on a series of
expectations, assumptions and projections about the company
and the markets in which we operate, are not guarantees
of future results or performance, and involve substantial risks and
uncertainty including assumptions and projections concerning our
assets under management, net asset inflows and outflows, operating
cash flows, business plans and ability to borrow, for all future
periods. All forward-looking statements are as of the date of this
release only. The company can give no assurance that such
expectations or forward-looking statements will prove to be
correct. Actual results may differ materially.
Our business and our forward-looking statements involve
substantial known and unknown risks and uncertainties, including
those discussed under "Risk Factors" and "Management's Discussion
and Analysis of Financial Condition and Results of Operations" in
our 2019 Annual Report on Form 10-K and as supplemented by any
subsequent Quarterly Report on Form 10-Q, as well as the following
risks and uncertainties resulting from: (i) the on-going effects of
the COVID-19 pandemic and associated global economic disruption;
(ii) general domestic and global economic, political and pandemic
conditions; (iii) any reduction in our assets under management;
(iv) withdrawal, renegotiation or termination of investment
advisory agreements; (v) damage to our reputation; (vi) failure to
comply with investment guidelines or other contractual
requirements; (vii) inability to satisfy financial covenants and
payments related to our indebtedness; (viii) inability to attract
and retain key personnel; (ix) challenges from the competition we
face in our business; (x) adverse regulatory and legal
developments; (xi) unfavorable changes in tax laws or limitations;
(xii) adverse developments related to unaffiliated subadvisers;
(xiii) negative implications of changes in key distribution
relationships; (xiv) interruptions in or failure to provide
critical technological service by us or third parties; (xv)
volatility associated with our common stock; (xvi) adverse civil
litigation and government investigations or proceedings; (xvii)
risk of loss on our investments; (xviii) inability to make
quarterly common stock dividends; (xix) lack of sufficient capital
on satisfactory terms; (xx) losses or costs not covered by
insurance; (xxi) impairment of goodwill or intangible assets;
(xxii) inability to achieve expected acquisition-related benefits;
and other risks and uncertainties. Any occurrence of, or any
material adverse change in, one or more risk factors or risks and
uncertainties referred to above, in our 2019 Annual Report on Form
10-K, our Quarterly Report on Form 10-Q for the quarter ended
September 30, 2020 and our other
periodic reports filed with the Securities and Exchange Commission
(the "SEC") could materially and adversely affect our operations,
financial results, cash flows, prospects and liquidity.
Certain other factors that may impact our continuing operations,
prospects, financial results and liquidity, or that may cause
actual results to differ from such forward-looking statements, are
discussed or included in the company's periodic reports filed with
the SEC and are available on our website at www.virtus.com under
"Investor Relations." You are urged to carefully consider all such
factors.
The company does not undertake or plan to update or revise any
such forward-looking statements to reflect actual results, changes
in plans, assumptions, estimates or projections, or other
circumstances occurring after the date of this release, even if
such results, changes or circumstances make it clear that any
forward-looking information will not be realized. If there are any
future public statements or disclosures by us that modify or affect
any of the forward-looking statements contained in or accompanying
this release, such statements or disclosures will be deemed to
modify or supersede such statements in this release.
1 Assets as of December
31, 2020
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SOURCE Virtus Investment Partners, Inc.