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Last Update: 31-Dec-12 08:11 ET
Duff and Phelps shares spike 18% following news it will be taken private for $15.55/share
Duff & Phelps (DUF $15.47 +2.42) announced that it has entered into a definitive merger agreement under which a consortium comprising controlled affiliates of or funds managed by The Carlyle Group (CG), Stone Point Capital LLC, Pictet & Cie and Edmond de Rothschild Group will acquire the Company for $15.55 per share in cash in a transaction valued at approxmately $665.5 million. The offer represents a 19.2% premium to the closing price of Duff & Phelps shares on December 28, 2012, and 27.3% over the Company's volume weighted average share price during the 30 days ended December 28, 2012. The transaction is expected to close in the first half of 2013, subject to customary closing conditions—including the receipt of stockholder and regulatory approvals. The merger agreement provides for a "go-shop" period commencing immediately and ending on February 8, 2013, during which the Company, with the assistance of its financial and legal advisors, will actively solicit and potentially receive, evaluate and enter into negotiations with third parties that offer alternative transaction proposals. It is not anticipated that any developments will be disclosed with regard to this process, unless the Duff & Phelps board makes a decision with respect to a potential superior proposal. There is no guarantee that this process will result in a superior proposal. The merger agreement provides for a break-up fee of ~$6.65 mln if the Company terminates the agreement prior to March 8, 2013, in connection with a superior proposal that first arose during the go-shop period. The merger agreement provides that the Company can continue to pay dividends if declared by the Company in the normal course prior to closing of the merger.
