HOUSTON, Aug. 13, 2012 /PRNewswire/ -- The Edelman
Financial Group Inc. (NASDAQ: EF) ("TEFG" or the "Company") today
announced it has established the date for a special meeting of its
shareholders to consider and vote upon, among other things, the
proposal to adopt the previously announced merger agreement,
entered into on April 16, 2012, by
and among TEFG, Summer Holdings II, Inc. ("Parent"), and Summer
Merger Sub, Inc., a wholly owned subsidiary of Parent ("Merger
Sub"). Parent and Merger Sub were formed by affiliates of Lee
Equity Partners, LLC, a New York
based private equity firm ("Lee Equity Partners").
TEFG shareholders of record at the close of business on
July 23, 2012 will be entitled to
receive notice of the special meeting and to vote at the special
meeting. The special meeting will be held on Thursday, September 13, 2012 at 2:00 p.m. at the Company's offices at 600 Travis,
Suite 5800, Houston, Texas.
About The Edelman Financial Group
The Edelman Financial Group is a wealth management company that
manages approximately $17.5 billion
in client assets. Client assets include the gross value of assets
under management directly or via outside managers and assets held
in brokerage accounts for clients by outside clearing firms. TEFG
has approximately 500 employees in 21 states. Additional
information is available at www.edelmanfinancial.com.
About Lee Equity Partners
Lee Equity Partners is a middle-market private equity
investment firm managing more than $1
billion of capital. Lee Equity was founded by Thomas H. Lee and focuses on control buyouts and
growth capital financings, typically investing $30 million to $150 million per transaction in
companies with enterprise values of $100
million to $500 million. The firm seeks to partner with
top-tier management teams to build companies with differentiated
market position and high growth potential. Target sectors include
business services, consumer/retail, distribution/logistics,
financial services, healthcare services, and media.
Cautionary Statement Regarding Forward Looking
Information
This press release contains forward looking statements which may be
identified by words such as "may," "could," "should," "would,"
"estimate," "expect," and similar expressions or statements of
current expectation, assumption or opinion. These are "forward
looking" statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, and as defined in the
U.S. Private Securities Litigation Reform Act of 1995. There are a
number of risks and uncertainties that could cause actual results
to differ materially from these forward looking statements,
including the following: (1) TEFG may be unable to obtain the
shareholder approval required for the transaction;
(2) conditions to the closing of the transaction may not be
satisfied or waived; (3) the transaction may involve
unexpected costs, liabilities or delays; (4) the business of
TEFG may suffer as a result of uncertainty surrounding the
transaction; (5) TEFG may be adversely affected by other
economic, business, and/or competitive factors;
(6) legislative developments; (7) changes in tax and
other laws; (8) the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger
agreement, (9) the failure to receive the necessary debt
financing set forth in the commitment letters received in
connection with the transaction, and (10) other risks to
consummation of the transaction, including the risk that the
transaction will not be consummated within the expected time period
or at all. Additional factors that may affect the future results of
TEFG are set forth in its filings with the SEC, including its
recent filings on Forms 10-K, 10-K/A, 10-Q, and 8-K, including, but
not limited to, those described in TEFG's Form 10-K for the fiscal
year ended December 31, 2011 and TEFG's Form 10-Q for the
fiscal quarter ended March 31, 2012.
These forward looking statements reflect TEFG's expectations as of
the date of this press release. TEFG does not undertake any
obligation to update any forward looking statement, except as
required under applicable law.
Additional Information and Where to Find It
This press release may be deemed to be solicitation
material in respect of the proposed acquisition of TEFG by Lee
Equity. TEFG filed a preliminary proxy statement on Schedule 14A
with the SEC on April 16, 2012, as
amended on May 16, 2012, July 6, 2012, and August
9, 2012. When completed, a definitive proxy statement and a
form of proxy will be mailed to the shareholders of TEFG. TEFG and
Parent also intend to file other relevant materials with the SEC.
INVESTORS AND SECURITY HOLDERS OF TEFG ARE ADVISED TO READ THE
PRELIMINARY PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED
WITH THE SEC WHEN THEY BECOME AVAILABLE, INCLUDING TEFG'S
DEFINITIVE PROXY STATEMENT, BECAUSE THOSE DOCUMENTS WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED ACQUISITION. The
definitive proxy statement will be mailed to shareholders of TEFG
seeking their approval of the proposed transaction. This
communication is not a solicitation of a proxy from any security
holder of TEFG.
Investors and security holders may obtain a free copy of the
definitive proxy statement when it becomes available, and other
documents filed by TEFG with the SEC, at the SEC's website at
http://www.sec.gov. Free copies of the proxy statement, when it
becomes available, and TEFG's other filings with the SEC may also
be obtained from TEFG by directing a request to TEFG, Attention:
Corporate Secretary, Susan Bailey,
or by calling (713) 220-5115. Such documents are not currently
available. You may also read and copy any reports, statements and
other information filed with the SEC at the SEC public reference
room at 100 F Street, N.E., Washington,
D.C. 20549. Please call the SEC at (800) SEC-0330 or visit
the SEC's website for further information on its public reference
room.
TEFG and its directors, executive officers, and other members of
its management and employees may be deemed to be soliciting proxies
from TEFG's shareholders in favor of the proposed acquisition.
Information regarding TEFG's directors and executive officers is
available in its Annual Report on Form 10-K/A for the year ended
December 31, 2011, filed with the SEC
on April 30, 2012. Additional
information regarding the interests of TEFG and its directors and
executive officers in the proposed acquisition, which may be
different than those of TEFG's shareholders generally, is included
in the preliminary proxy statement filed with the SEC and will be
included in the definitive proxy statement and other relevant
documents filed with the SEC when they become available.
SOURCE The Edelman Financial Group Inc.