Stifel Financial (NYSE: SF) has agreed to acquire Thomas Weisel Partners (Nasdaq: TWPG), in an all-stock deal valued at more than $300 million.
Stifel Financial Corp. (NYSE: SF) and Thomas Weisel Partners Group, Inc. (NASDAQ: TWPG) today announced that they have entered into a definitive agreement to build the premier middle-market investment bank with significantly enhanced investment banking, research and wealth management capabilities. An investor and analyst conference call has been scheduled for today, April 26, at 6:00 a.m. (Pacific) and 9:00 a.m. (Eastern).
The terms of the agreement, approved by the boards of both companies, call for each TWPG share to be exchanged for 0.1364 shares of SF common stock. Thomas Weisel Partners has approximately 32.8 million shares outstanding as of March 31, 2010. The deal is valued at more than $300 million, which includes the outstanding shares and restricted stock units and warrants.
Estimated annual revenues for the combined company are approximately $1.6 billion, derived from consensus estimates, with a pro forma market capitalization of approximately $2.0 billion and $1.0 billion in pro forma equity capital. Thomas Weisel Partners will be merged into a subsidiary of Stifel and become a wholly-owned subsidiary of Stifel. The merger is subject to approval by Thomas Weisel Partners shareholders and customary regulatory approvals. The transaction is expected to close on or about June 30, 2010.
“I am very pleased to announce Stifel’s strategic merger with Thomas Weisel Partners. We expect the combined firm to benefit from the investment banking, research, and sales and trading platforms of both firms, as well as the brokerage services offered by Stifel’s Global Wealth Management Division and the strong venture capital relationships and expertise in growth companies of Thomas Weisel Partners. With the merger, Stifel’s revenue mix remains balanced between its Institutional Group and Global Wealth Management segments,” said Ronald J. Kruszewski, Chairman, President and CEO of Stifel Financial Corp.
Thomas W. Weisel, Chairman and CEO of Thomas Weisel Partners added, “There is virtually no overlap in investment banking and less than a 10% overlap in research coverage. Our platform adds key growth sectors to Stifel’s investment banking business, particularly in technology, healthcare and energy. Stifel has one of the largest global wealth management groups with nearly $100 billion in client assets, which is a great complement to the combined investment bank.”
Mr. Kruszewski concluded, “Both Stifel and Thomas Weisel Partners have very strong, highly entrepreneurial associates, and both firms’ areas of expertise will be quite complementary. Together we expect to continue to grow the core businesses, expand our offerings and add depth to our focus sectors to increase our market share.”
Upon the completion of the merger, Mr. Kruszewski and Mr. Weisel will be Co-Chairmen of the Board and Mr. Kruszewski will remain President and CEO of Stifel Financial Corp. Stifel Financial Corp. will remain headquartered in St. Louis, MO with significant presence in Baltimore, New York, San Francisco and Toronto.
Stifel was advised by its own wholly-owned subsidiary, Stifel, Nicolaus & Company, Incorporated and was represented by Bryan Cave LLP. Sandler O’Neill + Partners, L.P. rendered a fairness opinion to the Board of Directors of Stifel Financial Corp. Thomas Weisel Partners was advised by its own wholly-owned subsidiary, Thomas Weisel Partners LLC and was represented by Sullivan & Cromwell. Houlihan Lokey Howard & Zukin Financial Advisors, Inc. rendered a fairness opinion to the Board of Directors of Thomas Weisel Partners.
Conference Call Information
Stifel and Thomas Weisel Partners will host a joint conference call today, April 26, at 6:00 a.m. (Pacific) and 9:00 a.m. (Eastern). The conference call may include forward-looking statements.
All interested parties are invited to listen to Stifel’s Chairman, President and CEO, Ronald J. Kruszewski, and Thomas Weisel Partners’ Chairman and CEO, Thomas W. Weisel; by dialing (866) 465-5545 (domestic) or (212) 457-9864 (international).
A live audio webcast of the call will be available through both companies’ Investor Relations/Webcasts sections of their websites. Stifel’s can be accessed at www.stifel.com and Thomas Weisel Partners can be accessed at www.tweisel.com. To listen to the live audio webcast of the call, please go to the website at least 15 minutes early to register, download and install any necessary audio software.
For those who cannot listen to the live broadcast, a replay of the broadcast will be available through the above-referenced website beginning one hour following the completion of the call through May 10, 2010.
On Wednesday, April 28th, Thomas Weisel Partners will issue its financial results for the first quarter 2010, ended March 31, 2010, after the close of the market. As a result of this transaction, Thomas Weisel Partners no longer plans on hosting a conference call after the market close on that same day.
On Thursday, April 29th, Stifel will issue its financial results for the first quarter 2010, ended March 31, 2010, before the market opens. Stifel will also hold a conference call to review the results at 6:00 a.m. (Pacific) and 9:00 a.m. (Eastern) that same day. Interested parties can join a conference call to review financial results of the quarter by dialing (888) 676-3684. The confirmation code is: 71678906.
A live audio webcast of the call, as well as the Stifel’s results, will be available through Stifel’s Investor Relations/Webcasts section of their website, which can be accessed at www.stifel.com. To listen to the live audio webcast of the call, please go to the website at least 15 minutes early to register, download and install any necessary audio software.
For those who cannot listen to the live broadcast, a replay of the broadcast will be available through the above-referenced website beginning one hour following the completion of the call.
Stifel Financial Corp. (NYSE: SF) is a financial services holding company headquartered in St. Louis, Missouri. Stifel Financial has approximately 4,600 associates in 294 offices in 42 states and the District of Columbia through its principal subsidiary, Stifel, Nicolaus & Company, Incorporated, and three European offices through Stifel Nicolaus Limited. Stifel Nicolaus provides securities brokerage, investment banking, trading, investment advisory, and related financial services, primarily to individual investors, professional money managers, businesses, and municipalities. Stifel Bank & Trust offers a full range of consumer and commercial lending solutions. To learn more about Stifel Financial, please visit the Company’s web site at www.stifel.com.
Thomas Weisel Partners Group, Inc. is an investment bank, founded in 1998, focused principally on the growth sectors of the economy. Thomas Weisel Partners generates revenues from three principal sources: investment banking, brokerage and asset management. The investment banking group is composed of two disciplines: corporate finance and strategic advisory. The brokerage group provides equity and convertible debt securities sales and trading services to institutional investors, and offers brokerage, advisory and cash management services to high-net-worth individuals and corporate clients. The asset management group consists of: private equity, public equity and distribution management. Thomas Weisel Partners is headquartered in San Francisco with additional offices in Baltimore, Boston, Calgary, Chicago, Dallas, Denver, New York, Portland, Toronto, London and Zurich. For more information, please visit www.tweisel.com.