KBW, Inc. Announces Revised Meeting Date for Special Meeting of Stockholders in Connection with Merger Agreement
January 04 2013 - 10:54AM
Business Wire
KBW, Inc. (“KBW”) (NYSE: KBW) announced today that it has
established a revised meeting date for a special meeting of its
stockholders to, among other things, consider and vote on a
proposal to adopt the previously announced Agreement and Plan of
Merger dated as of November 5, 2012, among KBW, Stifel Financial
Corp. (“Stifel”), and two wholly-owned subsidiaries of Stifel,
SFKBW One, Inc. and SFKBW Two, LLC.
KBW stockholders of record at the close of business on December
24, 2012, will be entitled to notice of the special meeting and to
vote at the special meeting. The special meeting will take place on
February 12, 2013, commencing at 10:00 a.m., Eastern time, in the
Luce Room of the Time Life Building, located at 1271 Avenue of the
Americas, New York, New York 10020.
About KBW
KBW, Inc., headquartered in New York, operates in the U.S.,
Europe and Asia through its broker dealer subsidiaries, Keefe,
Bruyette & Woods, Inc., Keefe, Bruyette & Woods Limited and
Keefe, Bruyette & Woods Asia Limited. Celebrating its 50th
anniversary, KBW has established itself as a leading independent
authority in the banking, insurance, brokerage, asset management,
mortgage banking, real estate and specialty finance sectors.
Founded in 1962, the firm maintains industry-leading positions in
the areas of research, corporate finance, mergers and acquisitions
as well as sales and trading in equities and debt securities of
financial services companies.
Cautionary Statement Concerning Forward-Looking
Statements
Statements in this document that relate to Stifel’s or KBW’s
future plans, objectives, expectations, performance, events and the
like may constitute “forward-looking statements” within the meaning
of the Private Securities Litigation Reform Act of 1995, Section
27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended. Future events,
risks and uncertainties, individually or in the aggregate, could
cause our actual results to differ materially from those expressed
or implied in these forward-looking statements. The material
factors and assumptions that could cause actual results to differ
materially from current expectations include, without limitation,
the following: (1) the inability to close the merger in a timely
manner; (2) the inability to complete the merger due to the failure
to obtain KBW stockholder adoption of the merger agreement or the
failure to satisfy other conditions to completion of the merger,
including required regulatory and court approvals; (3) the failure
of the transaction to close for any other reason; (4) the
possibility that the integration of KBW’s business and operations
with those of Stifel may be more difficult and/or take longer than
anticipated, may be more costly than anticipated and may have
unanticipated adverse results relating to KBW’s or Stifel’s
existing businesses; (5) the challenges of integrating and
retaining key employees; (6) the effect of the announcement of the
transaction on Stifel’s, KBW’s or the combined company’s respective
business relationships, operating results and business generally;
(7) the possibility that the anticipated synergies and cost savings
of the merger will not be realized, or will not be realized within
the expected time period; (8) the possibility that the merger may
be more expensive to complete than anticipated, including as a
result of unexpected factors or events; (9) the challenges of
maintaining and increasing revenues on a combined company basis
following the close of the merger; (10) diversion of management’s
attention from ongoing business concerns; (11) general competitive,
economic, political and market conditions and fluctuations; (12)
actions taken or conditions imposed by the United States and
foreign governments; (13) adverse outcomes of pending or threatened
litigation or government investigations; (14) the impact of
competition in the industries and in the specific markets in which
Stifel and KBW, respectively, operate; and (15) other factors that
may affect future results of the combined company described in the
section entitled “Risk Factors” in the proxy statement/prospectus
to be mailed to KBW’s shareholders and in Stifel’s and KBW’s
respective filings with the U.S. Securities and Exchange Commission
(“SEC”) that are available on the SEC’s web site located at
http://www.sec.gov, including the sections entitled “Risk Factors”
in Stifel’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2011, and “Risk Factors” in KBW’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2011. Readers are
strongly urged to read the full cautionary statements contained in
those materials. We assume no obligation to update any
forward-looking statements to reflect events that occur or
circumstances that exist after the date on which they were
made.
Additional Information
In connection with the proposed transaction, Stifel has filed
with the SEC a registration statement on Form S-4 that also
constitutes a preliminary prospectus of Stifel and other relevant
documents relating to the acquisition of KBW with the SEC. The
registration statement on Form S-4 includes a preliminary proxy
statement of KBW, and the definitive proxy statement/prospectus
will be mailed to shareholders of KBW. Stifel and KBW
shareholders are urged to read the final registration statement and
any other relevant documents filed with the SEC, including the
definitive proxy statement/prospectus, because they will contain
important information about Stifel, KBW and the proposed
transaction. Investors and securityholders will be able to
obtain free copies of the final registration statement and the
definitive proxy statement/prospectus (when available) as well as
other filed documents containing information about Stifel and KBW,
without charge, at the SEC’s website (http://www.sec.gov). Free
copies of Stifel’s filings also may be obtained by directing a
request to Stifel’s Investor Relations by phone to (314) 342-2000,
in writing to Stifel Financial Corp., Attention: Investor
Relations, 501 North Broadway, St. Louis, Missouri 63102, by email
to investorrelations@stifel.com or at Stifel’s website
(http://www.stifel.com). Free copies of KBW’s filings also may be
obtained by directing a request to KBW’s Investor Relations by
phone to (866) 529-2339, in writing to KBW, Inc., Attn: Alan
Oshiki, c/o King Worldwide Investor Relations, 48 Wall Street, 32nd
Floor, New York, New York 10005, or by email to
kbw.inv.relations@kbw.com.
Proxy Solicitation
Stifel, KBW and their respective directors and executive
officers may be deemed, under SEC rules, to be participants in the
solicitation of proxies from the shareholders of KBW with respect
to the proposed transaction. More detailed information regarding
the identity of the potential participants, and their direct or
indirect interests, by securities holdings or otherwise, will be
set forth in the final registration statement and definitive proxy
statement/prospectus and other materials filed with the SEC (when
available) in connection with the proposed transaction. Information
regarding Stifel’s directors and executive officers is also
available in Stifel’s definitive proxy statement for its 2012
Annual Meeting of Shareholders filed with the SEC on April 20,
2012. Information regarding KBW’s directors and executive officers
is also available in KBW’s definitive proxy statement for its 2012
Annual Meeting of Shareholders filed with the SEC on April 27,
2012. These documents are available free of charge at the SEC’s web
site at www.sec.gov and from Investor Relations at KBW and
Stifel.
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