The shareholders of Highbury Financial have approved the acquisition of the company by Affiliated Managers Group. The transaction should close on or around April 15, 2010.
Highbury Financial Inc. Announces Results of Its Special Meeting of Stockholders
Press Release Source: Highbury Financial Inc. On Monday March 29, 2010, 6:25 pm EDT
DENVER, CO--(Marketwire - 03/29/10) - Highbury Financial Inc. ("Highbury") (OTC.BB:HBRF - News) -- On December 12, 2009, Highbury entered into an Agreement and Plan of Merger (the "Merger Agreement") with Affiliated Managers Group, Inc., a Delaware corporation publicly traded on the New York Stock Exchange ("Affiliated Managers Group") and Manor LLC, a limited liability company and a wholly owned subsidiary of Affiliated Managers Group ("Merger Sub"). Pursuant to the terms of the Merger Agreement, Highbury will merge with and into Merger Sub, the separate corporate existence of Highbury will cease and Merger Sub will continue as a wholly owned subsidiary of Affiliated Managers Group (the "Merger").
Highbury held a special meeting of stockholders on March 29, 2010 (i) to approve the Merger and the Merger Agreement, and the transactions contemplated thereby (the "Merger Proposal") and (ii) to approve an adjournment of the special meeting of stockholders, if necessary, in order to permit further solicitation and a vote of proxies in favor of the Merger Proposal (the "Adjournment Proposal"). At the special meeting, the Merger Proposal was approved by holders of Highbury's common stock and Series B preferred stock, voting together as a single class, with each share of Series B preferred stock entitled to 3,396.225 votes and with 18,839,858 votes cast "For" the Merger Proposal, 201 votes cast "Against," and 700 shares "Abstaining." The Adjournment Proposal was approved with 15,564,655 shares of Highbury common stock cast "For" the Adjournment Proposal, 201 shares of Highbury common stock cast "Against," and 960 shares of Highbury common stock "Abstaining." The Series B preferred stock was not entitled to vote on the Adjournment Proposal.
The anticipated closing of the Merger is scheduled for April 15, 2010, subject to the satisfaction or waiver by the parties at or prior to the closing date of various closing conditions.
Pursuant to the Merger Agreement, Highbury's board of directors intends to declare a cash dividend expected to be paid on April 15, 2010, contingent upon the closing of the Merger, to all holders of record of shares of Highbury common stock immediately prior to the effective time of the Merger in an aggregate amount equal to Highbury's working capital (including all Highbury liabilities, subject to certain exceptions, and Merger related transaction expenses then outstanding) as of March 31, 2010 minus $5.0 million. Assuming the conditions to the Merger contained in the Merger Agreement are either satisfied or waived by March 31, 2010, this dividend is estimated to be in the range of $0.99 to $1.04 per share.
As of March 24, 2010, the shareholders of the Aston funds (the "Funds"), which are comprised of 25 no-load mutual funds including 24 equity funds and one fixed income fund, managed by Aston Asset Management LLC, a wholly owned subsidiary of Highbury ("Aston"), had voted to approve new investment advisory agreements with Aston and to elect 10 trustees to the board of trustees of the Funds, including 8 independent trustees. These Funds account for approximately 97% of Aston's assets under management.
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