A consortium including Pictet & Cie and Edmond de Rothschild Group and two private equity firms have announced the $665.5m acquisition of Duff & Phelps Corporation, a New York-based financial advisory and investment banking firm.
Buyers in the consortium, which also include The Carlyle Group and Stone Point Capital, will acquire the firm for $15.55 per share in cash.
The transaction is expected to close in the first half of 2013 and is subject to customary closing conditions, including the receipt of stockholder and regulatory approvals, according to Duff & Phelps.
The merger agreement represents a 19.2% premium to the closing price of Duff & Phelps shares on 28 December 2012, and 27.3% over the firm’s volume weighted average share price during the 30 days ended 28 December 2012 according to the company.
A “go-shop” period deal
But the deal also allows Duff & Phelps a “go-shop” period starting immediately and ending on 8 February 2013 during which the firm will seek higher offers from other potential buyers, as well as a break-up fee of $6.65m from Duff & Phelps if the firm abandons the deal with the consortium for a higher offer before 8 March 2013.
Managing director and head of Carlyle’s Global Financial Services group and half-brother of Nicolas Sarkozy, former President of France, Olivier Sarkozy, 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 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,” he added.