Focus Financial Partners to be Acquired by Clayton, Dubilier & Rice
February 27, 2023
Stockholders to Receive
The proposed transaction delivers substantial value to Focus' stockholders, who will receive
Funds managed by Stone Point have agreed to retain a portion of their investment in Focus and provide new equity financing as part of the proposed transaction.The Special Committee of the Board of Directors has unanimously determined that this transaction is fair to and in the best interests of Focus and its unaffiliated stockholders.
CD&R and Stone Point are making these investments because of their conviction in Focus' advantageous competitive positioning in a multi-trillion dollar, global industry. Focus' business model is based on several differentiating features:
- Entrepreneurial culture: Despite its size, Focus has a highly entrepreneurial culture allowing it to remain nimble and responsive to the changing needs of its partnership.
- Partnership model: The nearly 90 firms in Focus' partnership maintain their own identities and cultures while benefiting from the resources of the larger organization.
- Targeted acquisition strategy: Focus acquires high-performing independent wealth management firms that primarily serve high and ultra-high net worth clients.
- Global reach: Focus has a visible presence in the global high- and ultra-high net worth client segment through its international partner firms.
- Value-added services: Focus provides an array of resources to its partner firms, allowing them to deliver sophisticated and highly personalized services to their clients.
"This transaction represents an important evolution in the resources we will have to invest, enabling us to increase the value we deliver to our partners and their clients," said
"We are pleased to have reached an agreement with CD&R that delivers significant immediate cash value to Focus' stockholders. This transaction results from a robust process conducted by a Special Committee of all the independent directors of Focus that included a pre-announcement market check and provides for a 40-day go-shop provision, to help ensure value maximization for public stockholders." said
"We are enthusiastic about the opportunity to partner with Focus to help grow and develop its exceptional partner firm network," said CD&R Partner
"We are excited to be continuing the journey with the Focus partnership," said
About the Proposed Transaction
The proposed transaction has been approved by the Special Committee, which was formed on
The proposed transaction is subject to a non-waivable approval of holders of a majority in the voting power of the outstanding shares of common stock held by Focus' disinterested stockholders and provides for a 40-day "go-shop" period expiring at
Advisors
About
About Clayton, Dubilier & Rice
Clayton, Dubilier & Rice is a private investment firm with a strategy predicated on building stronger, more profitable businesses across a broad range of industries, including Industrials, Healthcare, Consumer, Technology and Financial Services. Since its inception in 1978, CD&R has managed the investment of more than
About Stone Point
Stone Point is an investment firm based in
Cautionary Note Concerning Forward-Looking Statements
This release contains certain forward-looking statements that reflect Focus' current views with respect to certain current and future events. Specific forward-looking statements include, among others, statements regarding the potential benefits of the proposed transaction, Focus' plans, objectives and expectations and consummation of the proposed transaction. These forward-looking statements are and will be, subject to many risks, uncertainties and factors which may cause future events to be materially different from these forward-looking statements or anything implied therein. These risks and uncertainties include, but are not limited to: the timing, receipt and terms and conditions of any required governmental or regulatory approvals of the proposed transaction that could reduce the anticipated benefits of or cause the parties to abandon the proposed transaction; risks related to the satisfaction of the conditions to closing the proposed transaction (including the failure to obtain necessary regulatory approvals or the necessary approvals of the Focus' stockholders) in the anticipated timeframe or at all; the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of Focus' common stock; disruption from the proposed transaction making it more difficult to maintain business and operational relationships, including retaining and hiring key personnel and partner firm clients and others with whom Focus and its partner firms do business; the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement entered into in connection with the proposed transaction; risks related to disruption of management's attention from Focus' ongoing business operations due to the proposed transaction; significant transaction costs; the risk of litigation and/or regulatory actions related to the proposed transaction; global economic conditions; adverse industry and market conditions; the ability to retain management and other personnel; and other economic, business, or competitive factors. Any forward-looking statements in this release are based upon information available to Focus on the date of this release. Focus does not undertake to publicly update or revise its forward-looking statements even if experience or future changes make it clear that any statements expressed or implied therein will not be realized. Additional information on risk factors that could affect Focus may be found in Focus' filings with the
Important Information for Stockholders
The proposed transaction will be submitted to the stockholders of Focus for their consideration. In connection with the proposed transaction, Focus will file a proxy statement and other materials with the
INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT, SCHEDULE 13E-3 (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and stockholders may obtain a free copy of the proxy statement(s) (when available) and other documents filed with the
Participants in the Solicitation
Focus and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Focus in connection with the proposed transaction. Information about the directors and executive officers of Focus is set forth in the Proxy Statement on Schedule 14A for the 2022 annual meeting of Focus' stockholders, which was filed with the
Investor and Media Contacts
Senior Vice President
Head of Investor Relations & Corporate Communications
P: +1-646-813-2909
tmadon@focuspartners.com
Vice President
Investor Relations & Corporate Communications
P: +1-646-560-3999
carestia@focuspartners.com
SOURCE:
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https://www.accesswire.com/740877/Focus-Financial-Partners-to-be-Acquired-by-Clayton-Dubilier-Rice