Cowen Group, Inc. Comments on Registration Statement
NEW YORK, Oct 25, 2011 (BUSINESS WIRE) —
Earlier today, Cowen Group, Inc. (“Cowen”) (NASDAQ: COWN) filed a
registration statement with the Securities and Exchange Commission to
register the distribution and resale of shares of Cowen Class A common
stock issued to RCG Holdings LLC (“RCG”) in connection with the
combination between Cowen and Ramius LLC (“Ramius”), which occurred on
November 2, 2009.
The registration covers the distribution of 24,053,393 shares of Class A
common stock currently held by RCG to RCG’s members, the former owners
of Ramius, in accordance with the terms of the RCG operating agreement
entered into at the time of the Ramius/Cowen combination. These shares
were not covered by the Company’s resale registration statement filed
December 2, 2010.
The distribution of shares by RCG to its members is being registered due
to the fact that RCG may be considered an affiliate of Cowen and under
the terms of RCG operating agreement, the members of RCG are generally
entitled to receive one-third of the Cowen Class A common shares
attributable to them on each of the first three anniversaries of the
consummation of the Cowen/Ramius combination.
In addition, the prospectus also covers the potential resale of Cowen
shares attributable to certain executive officers and directors, though
many of these individuals are still subject to lockup agreements that
prevent the sale of these shares.
The Company notes that the registration of these shares does not change
the original restrictions imposed on the sale of shares as contemplated
under the operating agreement.
The registration statement relating to the above securities has been
filed with the Securities and Exchange Commission, but has not yet
become effective. Such securities may not be sold nor may offers to buy
be accepted prior to the time the registration statement becomes
effective. This news release shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of such
securities in any state in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities
laws of any such state.
About Cowen Group, Inc.
Cowen Group, Inc. is a diversified financial services firm and, together
with its consolidated subsidiaries, provides alternative investment
management, investment banking, research, and sales and trading services
through its two business segments: Ramius and its affiliates makes up
the Company’s alternative investment management segment, while Cowen and
Company is its broker-dealer segment. Its alternative investment
management products, solutions and services include hedge funds,
replication products, managed futures funds, fund of funds, real estate,
health care royalty funds and cash management services. Cowen and
Company offers industry focused investment banking for growth-oriented
companies, domain knowledge-driven research and a sales and trading
platform for institutional investors. Founded in 1918, the firm is
headquartered in New York and has offices located in major financial
centers around the world.
SOURCE: Cowen Group, Inc.
Sard Verbinnen & Co
Dan Gagnier, 212-687-8080