Duff & Phelps Corp. is being purchased by a consortium that includes affiliates and funds managed by The Carlyle Group, Stone Point Capital LLC, Pictet & Cie and Edmond de Rothschild Group. The deal is valued at $665.5 million or $15.55 per share in cash.
The offer is 19.2 percent higher than the closing price of Duff & Phelps’ shares on Dec. 28, 2012, and 27.3 percent higher than the company’s volume-weighted average share price during the 30 days ended Dec. 28, 2012. The transaction is expected to close in the first half of 2013, subject to stockholder and regulatory approvals.
Noah Gottdiener, chief executive officer of Duff & Phelps, said the deal is in the best interest of Duff and Phelps’ shareholders, “who will receive an immediate and certain cash premium for their shares. Importantly, the transaction will be structured to preserve the firm’s independence as we serve our clients in the future.”
Olivier Sarkozy, managing director and head of Carlyle’s Global Financial Services group, said, “Regulatory demands, implementation of new accounting policies and requirements for increased corporate disclosure and third party validation provide significant growth opportunities for Duff & Phelps’ core products and services. We will harness Carlyle’s and Stone Point’s global networks while leveraging Duff & Phelps’ preeminent brand to foster growth in new geographies. Additionally, we believe the involvement of Pictet and Edmond de Rothschild Group will support the company’s initiatives to enhance its international presence and expand its Limited Partner client base. We are excited to work with Noah and his management team on this opportunity.”
The merger agreement will allow Duff & Phelps to shop around for other potential merger partners. The company has until Feb. 8 to find alternative proposals. It is not anticipated that any developments will be disclosed with regard to this process, unless the Duff & Phelps board makes a decision with respect to a potential superior proposal. There is no guarantee this process will result in a superior proposal. The merger agreement provides for a break-up fee of about $6.65 million if the company terminates the agreement prior to March 8, 2013, in connection with a superior proposal that first arose during the go-shop period.
All members of the senior management team have agreed to remain employed by, and invest in the equity of, the company following the closing of the transaction.
The pro forma Board of Directors will comprise nine members – including two representatives each from the management team, The Carlyle Group and Stone Point Capital, in addition to three independent directors. No single member of the consortium will own more than 35 percent of the pro forma company.
The transaction has been approved by the Board of Directors of Duff & Phelps, following the recommendation of a transaction committee consisting of independent directors. The Board of Directors of Duff & Phelps recommends that stockholders vote in favor of the transaction at the special meeting of stockholders that will be called to approve the transaction. Stockholders beneficially owning about 10 percent of the outstanding shares of the company have already agreed to vote their shares in favor of the transaction; these commitments terminate if the merger agreement is terminated.
The merger agreement provides that the company can continue to pay dividends if declared by the company in the normal course prior to closing of the merger.
Duff & Phelps is a global financial advisory and investment banking firm.