YORK, May 31, 2023 /PRNewswire/ -- Oppenheimer
Holdings Inc. (the "Company" or "Oppenheimer") (NYSE: OPY)
announced today the commencement of a modified "Dutch Auction"
tender offer (the "Offer") to purchase up to $30,000,000 million of its Class A non-voting
common stock (the "Shares") at a price not less than $34.00 per Share or more than $40.00 per Share to the seller in cash, less any
applicable withholding taxes and without interest. The number of
Shares proposed to be purchased in the Offer (at a minimum purchase
price of $34.00 per Share) represents
approximately 8.05% of Oppenheimer's currently outstanding Shares.
The closing price per Share of Oppenheimer's Shares on the New York
Stock Exchange on May 30, 2023, the
last full trading day prior to the commencement of the Offer, was
$36.02 per Share. The Offer is being
made in accordance with the terms and subject to the conditions
described in the Offer to Purchase, the related Letter of
Transmittal and other related Offer materials, as each may be
amended or supplemented from time to time.
The Offer will expire on Wednesday, June
28, 2023 at 11:59 p.m.,
New York City time, unless the
Offer is extended or terminated by the Company. Tenders of Shares
must be made prior to the expiration of the Offer and may be
withdrawn at any time prior to the expiration of the Offer, in each
case in accordance with the procedures described in the Offer to
Purchase, the related Letter of Transmittal and other related Offer
materials that are being distributed to shareholders.
On the terms and subject to the conditions of the Offer,
Oppenheimer shareholders will have the opportunity to tender some
or all of their Shares at a price or any number of prices contained
within the price range established by Oppenheimer. Based on the
number of Shares duly tendered and the prices specified by the
tendering shareholders, Oppenheimer will determine the lowest price
per Share within the range that will enable it to buy up to
$30,000,000 million of its Shares or
a lower amount if the Offer is not fully subscribed. If
shareholders properly tender Shares greater than $30,000,000 million in value at the price
determined, Oppenheimer will purchase Shares tendered by those
shareholders on a pro rata basis, subject to the "odd lot" and
conditional Offer provisions described in the Offer to Purchase. In
accordance with the rules of the Securities and Exchange
Commission, the Company also reserves the right to purchase up to
an additional 2% of its Shares outstanding pursuant to and without
amending or extending the Offer.
All Shares accepted for payment will be purchased at the same
purchase price, regardless of whether any shareholder tendered such
Shares at a lower price within the range. Shareholders will receive
the purchase price in cash, less any applicable withholding taxes
and without interest, for Shares properly tendered (and not
withdrawn) promptly after the expiration of the Offer. All Shares
tendered at prices above the purchase price will not be purchased
and will be returned promptly to the tendering shareholders. The
Offer is not contingent on any minimum number of Shares being
tendered and it is not subject to a financing condition. However,
the Offer is subject to a number of other conditions specified in
the Offer to Purchase.
Oppenheimer & Co. Inc. will serve as the dealer manager for
the Offer. Questions concerning the Offer may be directed to
Oppenheimer & Co. Inc. at (212) 668-8000 or email@example.com. D.F.
King & Co., Inc. will serve as information agent for the Offer
and Computershare Trust Company, N.A. will serve as depositary for
the Offer. For more information about the Offer, please contact
D.F. King & Co., Inc. at (866) 828-6934 or OPY@dfking.com.
Neither Oppenheimer Holdings Inc., nor any member of its board
of directors, nor the dealer managers, the information agent or the
depositary is making any recommendation to shareholders as to
whether to tender or refrain from tendering their Shares into the
Offer or as to the price or prices at which shareholders may choose
to tender their Shares. Shareholders must make their own decisions
as to how many Shares they will tender, if any, and the price
within the stated range at which they will tender their Shares for
purchase by Oppenheimer. Shareholders should consult their
financial and tax advisors in making this decision.
OPPENHEIMER'S DIRECTORS AND EXECUTIVE OFFICERS HAVE INFORMED
OPPENHEIMER THAT THEY DO NOT INTEND TO TENDER SHARES IN THE
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES
NOT CONSTITUTE AN OFFER TO PURCHASE OR THE SOLICITATION OF AN OFFER
TO SELL SHARES OF OPPENHEIMER. THE OFFER IS BEING MADE ONLY
PURSUANT TO THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND
RELATED MATERIALS THAT OPPENHEIMER WILL BE DISTRIBUTING TO ITS
SHAREHOLDERS AND FILING WITH THE SECURITIES AND EXCHANGE
COMMISSION. SHAREHOLDERS AND INVESTORS SHOULD READ CAREFULLY THE
OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED MATERIALS
BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE VARIOUS
TERMS OF, AND CONDITIONS TO, THE OFFER. SHAREHOLDERS ARE URGED TO
CAREFULLY READ THESE MATERIALS PRIOR TO MAKING ANY DECISION WITH
RESPECT TO THE OFFER.
Holders of the Shares will be able to obtain the Offer materials
free of charge on the Company's website at www.oppenheimer.com or
the SEC's website at www.sec.gov. In addition, holders of the
Shares may request copies of the Tender Offer Statement, the Offer
to Purchase, related Letter of Transmittal and other filed Offer
documents free of charge by contacting D.F. King & Co., Inc.,
the Information Agent for the Offer, by telephone toll-free at
(866) 828-6934 or by e-mail at OPY@dfking.com.
Oppenheimer Holdings Inc., through its operating subsidiaries,
is a leading middle market investment bank and full service
broker-dealer that is engaged in a broad range of activities in the
financial services industry, including retail securities brokerage,
institutional sales and trading, investment banking (corporate and
public finance), equity and fixed income research, market-making,
trust services, and investment advisory and asset management
services. With roots tracing back to 1881, the Company is
headquartered in New York and has
92 retail branch offices in the United
States and institutional businesses located in London, Tel
Aviv, and Hong Kong.
This press release includes certain "forward-looking statements"
relating to anticipated future performance. For a discussion of the
factors that could cause future performance to be different than
anticipated, reference is made to Factors Affecting
"Forward-Looking Statements" and Part 1A – Risk Factors in the
Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2023 and Annual Report on
Form 10-K for the year ended December 31,
SOURCE Oppenheimer Holdings Inc.