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Cowen Group Announces Acquisition of Convergex

Transaction Significantly Enhances Cowen’s Brokerage and Trading
Services Business

Uniting Businesses Establishes Cowen as the Leading Independent
Trading Platform in Equities with High Quality Research and
Best-In-Class Global Execution Capabilities

Cowen Group, Inc. (NASDAQ:COWN) (“Cowen” or the “Company”) today
announced the signing of a definitive agreement under which Cowen will
acquire Convergex Group, LLC (“Convergex”) from private equity firm
GTCR, Bank of New York Mellon, and other shareholders, for a total
consideration, less certain closing adjustments, of $116 million in cash
and Cowen common stock.

Upon closing, the transaction will position Cowen as the leading
independent trading platform in equities with high quality research and
best-in-class global execution capabilities. With combined pro forma
brokerage execution revenues of over $400 million in 2016, the
transaction solidifies Cowen as a clear leader in U.S. trading volume
and expands Cowen’s reach to 108 countries around the globe, including
China. Cowen expects the acquisition to be accretive to economic income
per share and return on tangible common equity in 2018.

Convergex is a leading agency-focused global brokerage and trading
related services provider with a deep client base of 2,500 hedge funds,
asset managers, broker-dealers, trusts and exchanges. Business units
include equity sales and electronic trading, commission management,
prime services and global clearing.

“We are thrilled by today’s announcement and welcome Convergex’s
extremely talented team to Cowen,” said Jeffrey M. Solomon, President of
Cowen. “Together, our combined best-in-class global execution
capabilities, along with Cowen’s high-quality research and corporate
finance advisory services, will enable us to continue helping our
clients to outperform in challenging markets. The addition of
Convergex’s global platform will also establish meaningful scale for
Cowen’s equities business by significantly bolstering our capabilities
in prime services, commission management, algorithmic and electronic
trading, as well as clearing services. We expect that our increased
scale will unlock significant economic benefits for our shareholders by
providing greater revenue resiliency through market cycles and improved
profitability through potential cost synergies.”

Eric W. Noll, President and Chief Executive Officer of Convergex Group
said, “This strategic transaction is an exciting opportunity for both
our clients and our employees. Convergex has grown significantly as an
agency-focused provider of execution services and trading technology
partner. The ability to combine with a great research based firm like
Cowen, which has complementary businesses with minimal client overlap,
creates a tremendous opportunity for our people and our clients. By
forging this combination with enhanced experience and expertise, our
respective clients will now have access to a wider array of global
offerings and innovative solutions.”

The transaction price will be adjusted based on the tangible book value
of Convergex at time of closing. The majority of the transaction is to
be conducted through cash on Cowen’s balance sheet and excess cash from
Convergex at closing, with the remainder consisting of Cowen common
stock based on a 30 day trailing VWAP. The final mix is to be determined
at closing by Cowen and the transaction is expected to close by the end
of the second quarter, 2017, following customary closing conditions and
regulatory approvals. The Convergex transaction is not contingent on the
closing of the terms of the strategic partnership between Cowen and
China Energy Company Limited
, announced on March 29, 2017.

The Company will host a conference call to discuss the transaction today
at 8:30 am EST. The call can be accessed by dialing (855) 760-0961
domestic or (484) 747-6320 international. The passcode for the call is
2513661. Those who wish to listen to the live conference call and view
the accompanying presentation slides should visit the Events and
Presentations section of Cowen’s website at

A replay of the call will be available beginning at 11:15 am ESTApril
3, 2017
, through 11:15 am ESTApril 10, 2017. To listen to the replay of
this call, please dial (855) 859-2056 domestic or (404) 537-3406
international and enter passcode 2513661. The webcast replay and
presentation slides will also be available on the Company’s website at

Morgan Stanley & Co. LLC served as financial advisor and Willkie Farr &
Gallagher LLP
served as legal advisor to Cowen.

Freeman & Co. LLC and Kirkland & Ellis LLP served as advisors to

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, a member of FINRA and SIPC, 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 and has offices worldwide. For additional information, visit

About Convergex Group, LLC

Convergex is an agency-focused global brokerage and trading related
services provider that takes on the industry’s toughest challenges, from
complicated trades to complex businesses. With clients’ interests as the
top priority, Convergex delivers comprehensive solutions that span
global high-touch and electronic trading, prime brokerage, clearing,
commission management and beyond. Headquartered in New York with a
presence in several other locations including Atlanta, Boston, Orlando,
San Francisco and London, the company serves nearly 3,000 clients
accessing over 100 global market centers.

Source: Cowen Group, Inc.

Cowen Investor Relations:
Stephen Lasota, 212-845-7919
Financial Officer
Nancy Wu, 646-562-1259

Gagnier Communications
Dan Gagnier, 646-569-5897
Convergex :
Caravello, 212-468-7713