As previously disclosed,
on December 2, 2020, Waddell & Reed Financial, Inc., a Delaware corporation (the “Company”), entered into
an Agreement and Plan of Merger (the “merger agreement”) with Macquarie Management Holdings, Inc., a Delaware corporation
(“Macquarie”), Merry Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Macquarie (“Merger
Sub”), and (solely for limited purposes) Macquarie Financial Holdings Pty Ltd, an Australian proprietary company formed under the
laws of the Commonwealth of Australia, providing for, subject to the satisfaction or waiver of certain conditions, the acquisition of
the Company by Macquarie. Subject to the terms and conditions of the merger agreement, Merger Sub will be merged with and into the Company
(the “merger”), with the Company surviving the merger as a wholly-owned subsidiary of Macquarie. Concurrently
with the execution of the merger agreement, Macquarie entered into a stock and asset purchase agreement (the “Wealth Management
Purchase Agreement”) with LPL Holdings, Inc., a Massachusetts corporation (“LPL”), pursuant to which LPL has agreed,
among other things, to acquire from Macquarie the Company’s wealth management business substantially concurrently with or immediately
after the effective time of the merger, on the terms and subject to the conditions set forth in the Wealth Management Purchase Agreement.
LPL
and Macquarie each filed a change in control application with the New Hampshire Banking Department pursuant to RSA 383-C:8-803
(the “NH Filings”) on December 28, 2020 and January 22, 2021, respectively,
with respect to the proposed change in control of Fiduciary Trust Company of New Hampshire, an indirect, wholly-owned subsidiary of the
Company. On April 19, 2021, the New Hampshire Banking Department approved the NH Filings.
Approval of the NH Filings
satisfies a certain condition to the closing of the merger. The closing of the merger remains subject to the satisfaction or waiver of
the remaining conditions to the merger set forth in the merger agreement. The Company expects the closing of the merger to occur on April 30,
2021.
Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended, which reflect the current views and assumptions of management with respect to future events regarding
the Company’s business and industry in general. These statements are generally identified by the use of such words as “may,”
“could,” “should,” “would,” “believe,” “anticipate,” “forecast,”
“estimate,” “expect,” “intend,” “plan,” “project,” “outlook,”
“will,” “potential” and similar statements of a future or forward-looking nature. Readers are cautioned that any
forward-looking information provided by the Company or on its behalf is not a guarantee of future performance. Actual results may differ
materially from those contained in these forward-looking statements as a result of various factors, including but not limited to the impact
of the COVID-19 pandemic and related economic conditions, as well as the factors discussed below. If one or more events related to these
or other risks, contingencies or uncertainties materialize, or if the Company’s underlying assumptions prove to be incorrect, actual
results may differ materially from those forecasted or expected. Certain important factors that could cause actual results to differ materially
from the Company’s expectations are disclosed in the “Risk Factors” section of the Company’s Annual Report on
Form 10-K for the year ended December 31, 2020.
Forward-looking statements involve a number of known and unknown risks,
uncertainties and other important factors, some of which are listed below, that could cause actual results and outcomes to differ materially
from any future results or outcomes expressed or implied by such forward-looking statements. Important transaction-related and other risk
factors that may cause such differences include: (i) the occurrence of any event, change or other circumstances that could give rise
to the termination of the merger agreement; (ii) the transaction closing conditions may not be satisfied in a timely manner or at
all; (iii) the announcement and pendency of the merger may disrupt the Company’s business operations (including the threatened
or actual loss of employees, clients, independent financial advisors or vendors); and (iv) the Company could experience financial
or other setbacks if the transaction encounters unanticipated problems.
Other important factors that may affect the Company’s future
operating results, include, but are not limited to: (i) the loss of existing distribution relationships or inability to access new
distribution relationships; (ii) a reduction in assets under the Company’s management on short notice; (iii) the adverse
ruling or resolution of any litigation, regulatory investigations and proceedings, or securities arbitrations by a federal or state court
or regulatory body; (iv) changes in the Company’s business model, operations and procedures, including the Company’s
methods of distributing its proprietary products, as a result of evolving fiduciary standards; (v) the introduction of legislative
or regulatory proposals or judicial rulings that change the independent contractor classification of the Company’s financial advisors
at the federal or state level for employment tax or other employee benefit purposes; (vi) a decline in the securities markets or
in the relative investment performance of the Company’s Funds and other investment portfolios and products as compared to competing
funds; (vii) the Company’s inability to reduce expenses rapidly enough to align with declines in its revenues due to various
factors, including fee pressure, the level of the Company’s assets under management or its business environment; (viii) non-compliance
with applicable laws or regulations and changes in current legal, regulatory, accounting, tax or compliance requirements or governmental
policies; (ix) the Company’s inability to attract and retain senior executive management and other key personnel to conduct
its wealth management and investment management business; (x) a failure in, or breach of, the Company’s operational or security
systems or its technology infrastructure, or those of third parties on which the Company relies; and (xi) the Company’s inability
to implement new information technology and systems, or its inability to complete such implementation in a timely or cost effective manner.
The foregoing factors should not be construed as exhaustive and should
be read together with other cautionary statements included in this and other reports and filings the Company makes with the SEC, including
the information in Item 1 “Business” and Item 1A “Risk Factors” of Part I and Item 7 “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” of Part II to the Company’s Annual Report on
Form 10 K for the year ended December 31, 2020. Any forward-looking statement made in this Current Report on Form 8-K speaks
only as of the date on which it is made. Factors or events that could cause actual results to differ may emerge from time to time, and
it is not possible for the Company to predict all of them. The Company undertakes no obligation to publicly update any forward-looking
statement, whether as a result of new information, future developments or otherwise, except as may be required by law.