Ramius and Cowen Agree to Combine
today announced that they have signed a transaction agreement to create
a diversified financial services company that they believe will be
positioned to take advantage of the significant opportunities resulting
from the historic changes within the economy and the financial services
sector. The combination creates a complementary balance of capabilities
and has been unanimously approved by the Board of Cowen.
Under the terms of the agreement, Ramius and an affiliate of a third
party investor in Ramius will receive 37.54 million and 2.71 million
shares, respectively, of Cowen common stock, representing 71.24 percent
of the new company on a fully diluted basis. Cowen shareholders will own
approximately 28.76 percent of the new company. The exchange ratio was
determined based on the relative book values of Ramius and Cowen as of
a combined book value of over
and cash of approximately
The new company will retain the
are expected to continue to trade on NASDAQ under the ticker symbol
“COWN” upon consummation of the transaction. Ramius will continue as the
investment advisory subsidiary. As part of the transaction, the new
company will also purchase from the affiliate of the third party
investor the fifty percent interest in
currently owned by Ramius. The transaction is subject to Cowen
stockholder approval, regulatory approval and other customary closing
conditions. Assuming these conditions are met, the transaction is
expected to close in the fourth quarter of 2009.
Ramius is a privately-owned global alternative investment firm with
approximately
range of alternative investment vehicles. The firm’s offerings include
hedge funds, fund of funds and real estate funds. Ramius manages a
variety of domestic and offshore funds, managed accounts for
institutions and private investors as well as its own capital.
Cowen is an established provider of investment banking, equity research,
sales and trading and alternative asset management services to companies
and institutional investor clients. The company is a sector expert in
secular growth industries, including the healthcare, technology,
consumer, telecommunications, alternative energy, and aerospace and
defense sectors. Cowen’s investment banking business includes Cowen
Latitude Asia, a boutique specializing in cross-border M&A and capital
raising transactions.
extremely pleased to be joining forces with Cowen. We believe their rich
history and strong culture make for a great strategic fit with Ramius
and the new organization will be well positioned to compete in today’s
changed environment. In addressing the challenges of 2008, both Ramius
and Cowen created more focused and efficient organizations. We both have
experienced teams that we believe will be augmented by the opportunity
to attract new talent in growth areas. In addition, neither firm is
encumbered by excessive leverage common today within the financial
services industry, and while some firms have downsized not only their
balance sheets but also their future expectations and earnings power, we
believe this transaction affords us an opportunity to do precisely the
opposite.”
Added Mr. Cohen, “The new Cowen begins with a strong balance sheet,
diverse revenue sources, significant combined operating leverage and
substantial growth opportunities. With no significant overlap in either
revenue generation or professional staff, we believe the combined
relationships and expertise of our two firms can position the company to
take advantage of the corporate finance and investment opportunities
that will emerge as growth in the U.S. economy resumes. While we are
excited about our growth prospects as a result of this combination, it
is also important to emphasize Ramius’ ongoing commitment to our
investment management clients. We remain dedicated to meeting their
investment objectives and providing client service of the highest
quality.”
creates a complementary balance of services and offerings for our
respective client bases and allows each firm to maintain business
continuity while building a new platform for growth. Looking at today’s
financial landscape, both Ramius and Cowen have taken the view that
growth will resume in several identifiable areas of corporate finance
and investment in which we have strong, established franchises. With
core strengths in global alternative investing, strategic advisory
services, research, brokerage, and capital markets activity, we believe
this combination will provide significant cross-selling and integrated
business opportunities by leveraging our relationship networks.”
“Bringing together Ramius and Cowen combines two organizations that have
a global presence, experienced managers, deep sector knowledge, and
strong corporate and investor contacts. I believe that the proven
experience of this new leadership team and their focused, disciplined
approach to running the business will give the combined firm the
necessary tools to grow over the long term.”
serve as Chairman and Chief Executive Officer of the combined company
and
serve in those capacities for the broker-dealer subsidiary.
Stark
Ramius’ internal asset management businesses and
Managing Member, will continue to be Chief Executive Officer of the
Board of Directors, composed of five members nominated by Ramius, four
members from Cowen’s Board of Directors and one member nominated by a
significant stakeholder in the combined entity. A majority of the
members of the company’s Board of Directors will be independent of
management and the controlling shareholders.
After closing, the company’s headquarters will remain in
combined company will have approximately 578 employees.
serving as financial advisor and legal counsel, respectively, to Ramius.
Ramius.
serving as financial advisor and legal counsel, respectively, to Cowen.
Analyst and Investor Conference Call and Webcast
The companies will host an analyst and investor conference call today at
is 877-675-4757 and the dial-in for participants located outside the
U.S. is 719-325-4845. The access code for both numbers is 4965933. A
live audio webcast of the call will be available and archived at www.Cowen.com.
A replay of the call will be available for those who are unable to
listen to or attend the meeting live. The U.S. replay number is
888-203-1112 and the replay number for callers outside the U.S. is
719-457-0820. The access code for both numbers is 4965933. The replay
will be available from 12
About Ramius
variety of alternative investment strategies.
headquartered in
Kong
About
investment banking, equity research, sales and trading, alternative
asset management services to companies and institutional investor
clients in the healthcare, technology, telecommunications, aerospace and
defense, consumer and alternative energy sectors. Cowen’s investment
banking business includes Cowen Latitude Asia, a boutique specializing
in crossborder M&A and capital raising transactions.
Cautionary Notice Regarding Forward-Looking Statements
This presentation may contain forward-looking statements including
statements relating to the market opportunity and future business
prospects of
statements are subject to certain risks and uncertainties that could
cause actual results to differ materially from those expressed or
implied in the forward-looking statements. Consequently, all
forward-looking statements made during this presentation are qualified
by those risks, uncertainties and other factors.
These factors include, but are not limited to, (1) the occurrence of any
event, change or other circumstances that could give rise to the
termination of the Transaction Agreement and Agreement and Plan of
Merger between Cowen and Ramius (the “Transaction Agreement”); (2) the
outcome of any legal proceedings that may be instituted against Cowen
and others following announcement of the Transaction Agreement and
transactions contemplated therein; (3) the inability to complete the
transactions contemplated by the Transaction Agreement due to the
failure to obtain stockholder approval, (4) the inability to obtain
necessary regulatory approvals required to complete the transactions
contemplated by the Transaction Agreement; (5) the risk that the
proposed transaction disrupts current plans and operations and the
potential difficulties in employee retention as a result of the
announcement and consummation of the transactions described herein; (6)
the ability to recognize the anticipated benefits of the combination of
Cowen and Ramius, including potential cost savings and the ability to
expand into new business lines; and (7) the possibility that Cowen may
be adversely affected by other economic, business, and/or competitive
factors.
Actual results may differ materially and reported results should not be
considered an indication of future performance. Please reference our
filings, which are available on our web site, for a detailed description
of factors that could cause actual results to differ materially from
those expressed or implied in such forward-looking statements.
To supplement our financial statements presented in accordance with
GAAP, management uses certain non-GAAP measures of financial performance
and liquidity. These non-GAAP measures are in addition to results
prepared by the Company in accordance with GAAP, and should only be
considered together with the Company’s GAAP results.
Certain statements in the following presentation relate to future
results that are forward-looking statements as defined in the Private
Securities Litigation Reform Act of 1995. Except for the ongoing
obligations of Cowen to disclose material information under the federal
securities laws, Cowen does not undertake any obligation to release any
revisions to any forward-looking statements, to report events or to
report the occurrence of unanticipated events unless required by law.
In connection with the proposed transaction, Cowen will file relevant
materials with the
that will include a proxy statement of Cowen that also constitutes a
prospectus of Cowen. Cowen will mail the final proxy
statement/prospectus to its stockholders. Investors and security
holders are urged to read these documents (if and when they become
available) and any other relevant documents filed with the
as any amendments or supplements to those documents, because they will
contain important information about Cowen and the proposed transaction.
Investors and security holders may obtain these documents (and any other
documents filed by Cowen with the
website at www.sec.gov.
In addition, the documents filed with the
free of charge by directing such request to: Investor Relations, 1221
Avenue of the Americas,
Relations page on its corporate website at www.cowen.com.
The directors, executive officers, and certain other members of
management and employees of Cowen may be deemed to be participants in
the solicitation of proxies in favor of the proposed transactions from
the stockholders of Cowen. Information about the executive officers and
directors of Cowen is set forth in the proxy statement for Cowen’s 2008
Annual Meeting of Stockholders, which was filed with the
30, 2008
Source:
Ramius
Media:
Dan Gagnier/ Kara Findlay/ Chris
Kittredge, 212-687-8080
or
Cowen
Media:
Jean
Calleja, 646-562-1888
or
Investors:
Tom Conner,
646-562-1719