Cowen Group and LaBranche & Co Stockholders Approve Merger
June 16 2011 - 8:30AM
Business Wire
Cowen Group, Inc. (“Cowen”) (NASDAQ: COWN) and LaBranche &
Co Inc. (“LaBranche”) (NYSE: LAB) today announced that, at separate
special meetings held on June 15, 2011, stockholders of both
companies have voted to approve their merger. At the LaBranche
stockholders meeting, more than 66 percent of the shares
outstanding (more than 84 percent of the shares represented at the
meeting) were voted in favor of the adoption of the merger
agreement between Cowen and LaBranche, constituting a majority of
the outstanding LaBranche shares. At the Cowen stockholders
meeting, more than 80 percent of the Cowen shares outstanding (more
than 99 percent of the shares represented at the meeting) were
voted in favor of the issuance of shares of Cowen Class A common
stock to LaBranche stockholders pursuant to the merger
agreement.
“We are very pleased that stockholders of both companies have
given their support for this transaction,” commented Peter Cohen,
Cowen’s Chairman and Chief Executive Officer. “We believe that the
combination of our two companies will create immediate and
long-term value for our stockholders and clients. Following today’s
approval by stockholders, we will work to obtain the requisite
regulatory approvals needed to close the transaction and begin the
process of integrating the companies to realize the synergies and
opportunities expected from the combination.”
The merger remains subject to the receipt of certain requisite
regulatory approvals and as previously announced, the companies
continue to expect the transaction to close in the late second
quarter or early third quarter of 2011.
About LaBranche & Co Inc.
The LaBranche & Co Inc. is the parent of LaBranche
Structured Holdings, Inc., whose subsidiaries are market-makers in
exchange-traded funds on various exchanges domestically and
internationally.
About Cowen Group, Inc.
Cowen Group, Inc. is a diversified financial services firm and,
together with its consolidated subsidiaries, provides alternative
investment management, investment banking, research, and sales and
trading services through its two business segments: Ramius and its
affiliates makes up the Company's alternative investment management
segment, while Cowen and Company is its broker-dealer segment. Its
alternative investment management products, solutions and services
include hedge funds, replication products, managed futures funds,
fund of funds, real estate, health care royalty funds and cash
management services. Cowen and Company offers industry focused
investment banking for growth-oriented companies, domain
knowledge-driven research and a sales and trading platform for
institutional investors. Founded in 1918, the firm is headquartered
in New York and has offices located in major financial centers
around the world.
Cautionary Notice Regarding Forward-Looking
Statements
This communication may contain forward-looking statements
including statements relating to the market opportunity and future
business prospects of LaBranche and Cowen. Such statements are
subject to certain risks and uncertainties that could cause actual
results to differ materially from those expressed or implied in the
forward-looking statements. Consequently, all forward-looking
statements made during this communication are qualified by those
risks, uncertainties and other factors.
These factors include, but are not limited to, (1) the
occurrence of any event, change or other circumstances that could
give rise to the termination of the Agreement and Plan of Merger
among Cowen, LaBranche and Louisiana Merger Sub, Inc. (the "Merger
Agreement"); (2) the outcome of any legal proceedings that may be
instituted against Cowen, LaBranche or others following
announcement of the Merger Agreement and transactions contemplated
therein; (3) the inability to obtain necessary regulatory approvals
required to complete the transactions contemplated by the Merger
Agreement; (4) the risk that the proposed transactions disrupt
current plans and operations and the potential difficulties in
employee retention as a result of the announcement and consummation
of such transactions; (5) the ability to recognize the anticipated
benefits of the combination of Cowen and LaBranche, including
potential cost savings; and (6) the possibility that Cowen or
LaBranche may be adversely affected by other economic, business,
and/or competitive factors.
Actual results may differ materially and reported results should
not be considered an indication of future performance. Please
reference the SEC filings of LaBranche and Cowen, which are
available on their respective web sites, for detailed descriptions
of factors that could cause actual results to differ materially
from those expressed or implied in such forward-looking
statements.
Additional information concerning these and other risk factors
is contained in the joint proxy statement/prospectus, as well as
LaBranche's and Cowen's most recently filed Annual Reports on Form
10-K and Form 10-K/A, subsequent Quarterly Reports on Form 10-Q,
recent Current Reports on Form 8-K, and other SEC filings, as such
filings may be amended from time to time. Certain statements in
this communication relate to future results that are
forward-looking statements as defined in the Private Securities
Litigation Reform Act of 1995. Except for the ongoing obligations
of LaBranche and Cowen to disclose material information under the
federal securities laws, neither LaBranche nor Cowen undertakes any
obligation to release any revisions to any forward-looking
statements, to report events or to report the occurrence of
unanticipated events unless required by law.
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