Cowen and CEFC China Announce Strategic Partnership

CEFC China, the 229thLargest Company on the
Fortune Global 500 List, Enters into Agreement to Acquire 19.9% Common
Equity Interest in Cowen for $18.00 Per Share

CEFC China Also Agrees to Provide $175 Million in New Debt Financing
to Cowen

Partnership Would Create Significant Opportunities in Investment
Banking, Equities, Research and Investment Management

NEW YORK & SHANGHAI–(BUSINESS WIRE)–Mar. 29, 2017–
Cowen Group, Inc. (“Cowen”) (NASDAQ:COWN) and China Energy Company
Limited
(“CEFC China”) today announced the execution of a Stock Purchase
Agreement and an Investor Rights Agreement pursuant to which CEFC China,
through an offshore entity under its control, would acquire, subject to
receipt of governmental approvals and satisfaction of other customary
closing conditions, a common stock interest representing approximately
19.9% of Cowen’s outstanding common shares as of closing for an
aggregate purchase price of approximately $100 million (“Equity
Investment”). CEFC China has also agreed to provide Cowen with $175
million
in debt financing (“Debt Financing”), which, combined with the
Equity Investment, reflects CEFC China’s intention of making a long-term
strategic investment in Cowen. CEFC China is the largest private company
in Shanghai, the seventh largest private company in China and the 229th
largest company on the Fortune Global 500 List.

Pursuant to the Stock Purchase Agreement, CEFC China will make the
Equity Investment through the purchase of newly issued shares of Class A
Common Stock at the price of $18.00 per share. The price represents a
29.5% premium to Cowen’s closing share price on March 28, 2017. At
Closing, CEFC China would have the right to appoint three directors to
Cowen’s Board of Directors, bringing the total number of directors to
eleven.

Additionally, CEFC China would, upon closing of the Equity Investment,
provide Cowen with the Debt Financing in the form of a senior unsecured
loan with a six year maturity. Proceeds of the Equity Investment would
be used to repay Cowen’s 8.25% Senior Notes due 2021 and fund growth
opportunities at Cowen and its subsidiaries. Proceeds of the Debt
Financing would be used for general corporate purposes, including
strategic transactions, acquisitions and making investments in Cowen’s
business.

“We are pleased to welcome CEFC China as a long-term investor and
strategic partner,” said Peter A. Cohen, Chairman and Chief Executive
Officer of Cowen. “CEFC China, under the leadership of Chairman Ye
Jianming, is a highly-respected global organization with a broad
portfolio of successful businesses and an impressive investment track
record. We appreciate the culture that CEFC China has created and share
similar principles of integrity, honesty and community and in creating
an organization where people and ideas thrive. Our two companies have
complementary functional expertise, industry focus, geographic coverage
and business networks, which creates a unique business development
opportunity. This partnership will accelerate growth in Cowen’s core
areas of expertise: investment banking, equities, research and
investment management.”

Commenting on the investment, Mr. Ye, Chairman of CEFC China, said,
“Cowen has long held a reputation for high quality and excellence in the
US financial services industry. We highly appreciate and admire the
company’s focus on delivering value-added capabilities to their clients.
We share Cowen’s core values in corporate development and support the
company’s management and team of experts, including its board of
directors, who are dedicated to building the premier full service
investment bank focused on growth sectors and an investment manager
offering differentiated investment capabilities that are highly relevant
in today’s market environment. We believe the synergies brought by this
strategic partnership can create significant value for our clients and
for our respective stakeholders and further promote a deepened
cooperation in a number of areas within the US and global capital
markets.”

The Equity Investment and the Debt Financing are expected to close
concurrently by the end of the third quarter of 2017, subject to receipt
of certain regulatory and government approvals, including approval from
the Committee on Foreign Investment in the United States and compliance
with the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, and the satisfaction of other customary closing conditions.

Starr Strategic Partners, LLC served as financial advisor and Willkie
Farr & Gallagher LLP
served as legal counsel to Cowen Group.

Lazard served as financial advisor, Skadden, Arps, Slate, Meagher & Flom
LLP
served as United States legal counsel and King & Wood Mallesons
served as PRC legal counsel to CEFC China.

About Cowen Group, Inc.

Cowen Group, Inc. is a diversified financial services firm and, together
with its consolidated subsidiaries, provides alternative asset
management, investment banking, research, sales and trading and prime
brokerage services through its two business segments: Ramius and its
affiliates make up the Company’s alternative investment segment, while
Cowen and Company and its affiliates make up the Company’s broker-dealer
segment. Ramius provides alternative asset management solutions to a
global client base and manages a significant portion of Cowen’s
proprietary capital. Cowen and Company and its affiliates offer industry
focused investment banking for growth-oriented companies, domain
knowledge-driven research, a sales and trading platform for
institutional investors and a comprehensive suite of prime brokerage
services. Founded in 1918, the firm is headquartered in New York.

About CEFC China

CEFC China Energy Company Limited is one of the largest and most
internationalized private companies in China, listed as 229th
on Fortune Global 500 with over 30,000 employees. With energy, finance
and international banking as its main business, the company has
conducted investment all over the world, promoted interactive
collaboration across different fields, established large-scale oil and
gas terminals system and invested and developed oil and gas blocks with
abundant resources in countries like Abu Dhabi and Chad. Equipped with
first class global finance and investment team, the company owns
multiple financial platforms of bank, security and asset management. The
company has a controlling stake in a European bank and invested in
various high-level European companies in the areas of airlines, tourism
and e-commerce.

Source: Cowen Group, Inc.

Cowen Investor Relations:
Stephen Lasota, +1-212-845-7919
Chief
Financial Officer
or
Nancy Wu, +1-646-562-1259
or
Media:
Gagnier
Communications
Dan Gagnier, +1-646-569-5897
dg@gagnierfc.com

Press Inquiries

    If not, reach out to us directly for more information.