RED BANK, N.J., March 6, 2018 /PRNewswire/ -- ZAIS Group
Holdings, Inc. (NASDAQ: ZAIS) ("ZAIS" or the "Company") today
announced that it has established April 2,
2018 as the record date for stockholders entitled to vote at
its 2017 Annual Meeting of Stockholders (the "Annual Meeting"),
which has not yet been scheduled. Stockholders of record at
the close of business on April 2,
2018 may vote at the Annual Meeting. At the Annual
Meeting, stockholders will be asked to consider and vote upon a
proposal to adopt an Agreement and Plan of Merger (as it may be
amended from time to time, the "Merger Agreement"), dated as of
January 11, 2018, by and among the
Company, ZGH Merger Sub, Inc., a Delaware corporation and wholly owned
subsidiary of the Company ("Sub"), and Z Acquisition LLC, a
Delaware limited liability company
of which Christian Zugel, the
Company's Chairman and Chief Investment Officer, is the sole
managing member. Pursuant to the Merger Agreement, Sub will
be merged with and into the Company (the "Merger") and each share
of Class A common stock of the Company, par value $0.0001 per share ("Class A Common Stock"),
outstanding immediately prior to the effective time of the Merger
(other than certain excluded shares of Class A Common Stock) will
be converted into the right to receive $4.10 in cash, without interest and less any
applicable withholding taxes. Stockholders will also be asked
to elect the Company's board of directors, approve the adjournment
of the Annual Meeting, if necessary, to solicit additional proxies
if there are insufficient votes at the time of the Annual Meeting
to approve adoption of the Merger Agreement, and vote on any other
matter properly brought before the Annual Meeting or any
adjournments or postponements of the Annual Meeting.
ABOUT ZAIS GROUP HOLDINGS, INC.
ZAIS is a publicly traded company that owns a majority interest
in, and is the managing member of, ZAIS Group Parent, LLC ("ZGP").
ZGP is the sole member of ZAIS Group, LLC ("ZAIS Group"), an
investment advisory and asset management firm focused on
specialized credit strategies with approximately $4.512 billion of assets under management as of
December 31, 2017. Based in
Red Bank, New Jersey with
operations in London, ZAIS Group
employs professionals across investment management, client
relations, information technology, analytics, finance, law,
compliance, risk management and operations. To learn more,
visit www.zaisgroupholdings.com.
The proposed Merger is a "going private transaction" under
Securities and Exchange Commission ("SEC") rules. If
stockholders vote to adopt the Merger Agreement at the Annual
Meeting and the Merger is consummated, ZAIS will cease to be a
publicly traded company.
IMPORTANT ADDITIONAL INFORMATION
This communication may be deemed to be solicitation material in
respect of the proposed acquisition of ZAIS by Purchaser Group. On
February 16, 2018, ZAIS filed a
preliminary proxy statement with the SEC in connection with the
Annual Meeting, the proposal to adopt the Merger Agreement and
other proposals to be voted upon at the Annual Meeting. ZAIS
will file and provide to its stockholders a definitive proxy
statement and proxy card in connection with the Annual Meeting and
the Merger. BEFORE MAKING ANY VOTING DECISION, STOCKHOLDERS
ARE URGED TO READ THE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS
FILED BY ZAIS WITH THE SEC IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED MERGER.
ZAIS and its directors, executive officers and certain other
members of management and employees of ZAIS may be deemed to be
"participants" in the solicitation of proxies from the stockholders
of ZAIS in connection with the proposed merger. Detailed
information regarding the interests, by security holdings or
otherwise, of the persons who may, under the rules of the SEC, be
considered participants in the solicitation of the stockholders of
ZAIS in connection with the proposed merger, which may be different
than those of the Company's stockholders generally, is set forth in
the preliminary proxy statement and will be set forth in the
definitive proxy statement and the other relevant documents to be
filed with the SEC.
Investors can obtain a free copy of the preliminary proxy
statement, and will be able to obtain a free copy of the definitive
proxy statement, when available, and other relevant documents filed
by ZAIS with the SEC at the SEC's website at www.sec.gov. In
addition, investors may obtain a free copy of the preliminary proxy
statement and the definitive proxy statement, when available, and
other relevant documents from the Company's website at
www.zaisgroup.com in the section "ZAIS SHAREHOLDERS" or by
directing a written request to the Company's Secretary at ZAIS
Group Holdings, Inc., Two Bridge Avenue, Suite 322, Red Bank, New Jersey 07701 or calling
732.530.3610.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS
This press release contains statements that constitute
"forward-looking statements," as such term is defined in Section
27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended, and such
statements are intended to be covered by the safe harbor provided
by the same. These statements are generally identified by the
use of words such as "outlook," "believe," "expect," "potential,"
"continue," "may," "will," "should," "could," "would," "seek,"
"approximately," "predict," "intend," "plan," "estimate,"
"anticipate," "opportunity," "pipeline," "comfortable," "assume,"
"remain," "maintain," "sustain," "achieve" or the negative version
of those words or other comparable words. These
statements are based on management's current expectations and
beliefs and are subject to a number of trends and uncertainties
that could cause actual results to differ materially from those
described in the forward-looking statements; the Company can give
no assurance that its expectations will be attained. Risks,
uncertainties and other factors include, but are not limited to:
(i) the occurrence of any event, change or other circumstances that
could give rise to the termination of the merger agreement; (ii)
the inability to complete the proposed merger due to the failure to
obtain stockholder approval for the proposed merger or the failure
to satisfy other conditions to completion of the proposed merger;
(iii) the failure of the proposed merger to close for any other
reason; (iv) risks related to disruption of management's attention
from the Company's ongoing business operations due to the
transaction; (v) the outcome of any legal proceedings, regulatory
proceedings or enforcement matters that may be instituted against
ZAIS and others relating to the merger agreement; (vi) the risk
that the pendency of the proposed merger disrupts current plans and
operations and the potential difficulties in employee retention as
a result of the pendency of the proposed merger; (vii) the effect
of the announcement of the proposed merger on the Company's
relationships with its customers, operating results and business
generally; and (viii) the amount of the costs, fees, expenses and
charges related to the proposed merger. Consider these factors
carefully in evaluating the forward-looking statements. Additional
factors that may cause results materially different from those
described in the forward-looking statements are set forth in the
Risk Factors section of the Company's Annual Report on Form 10-K
and other reports filed by the Company with the SEC, copies of
which are available on the SEC's website, www.sec.gov. The
Company undertakes no obligation to update these statements for
revisions or changes after the date of this release, except as
required by law.
View original
content:http://www.prnewswire.com/news-releases/zais-group-holdings-inc-sets-record-date-for-annual-meeting-300609475.html
SOURCE ZAIS Group Holdings, Inc.