No Alternative Bids Made at End of Duff & Phelps' (DUF) 'Go Shop' Period
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Duff & Phelps Corporation (NYSE: DUF) announced that, following the expiration of the “go-shop” period provided for in its previously announced merger agreement with a Consortium comprising controlled affiliates of or funds managed by The Carlyle Group, Stone Point Capital LLC, Pictet & Cie and Edmond de Rothschild Group, the Company did not receive any alternative acquisition proposals from third parties. The Company remains committed to the Consortium’s proposal to acquire the Company for $15.55 per share in cash in a transaction valued at approximately $665.5 million.
Under the merger agreement, the Company and its representatives had the right to solicit and negotiate alternative acquisition proposals from third parties during a “go-shop” period that began on December 30, 2012 and expired at 11:59 p.m. EST on February 8, 2013. During the “go-shop” period, Centerview Partners, the Company’s financial advisor, with the direction of the Transaction Committee of the Board of Directors, comprised of independent Directors, undertook a broad solicitation effort, contacting 27 potential acquirers believed to have potential strategic or financial interest in an alternative transaction to the transaction with the Consortium. These proactive contacts resulted in 5 parties negotiating and entering into confidentiality agreements with the Company, although no alternative acquisition proposals from third parties were received.
Starting at 12:00 a.m. on February 9, 2013, the Company became subject to customary “no-shop” provisions that limit its ability to solicit alternative acquisition proposals from third parties or to provide confidential information to third parties, subject to a “fiduciary out” provision that allows the Company to provide information and participate in discussions with respect to certain unsolicited written acquisition proposals and to terminate the merger agreement and enter into an alternative acquisition agreement with respect to a superior proposal in compliance with the terms of the merger agreement.
The transaction is expected to close in the first half of 2013, subject to customary closing conditions — including receipt of stockholder and regulatory approvals. The Federal Trade Commission granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 in connection with the merger as of January 25, 2013. Following completion of the transaction, the Company will become a privately held company owned by the Consortium and its stock will no longer trade on the New York Stock Exchange.
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Under the merger agreement, the Company and its representatives had the right to solicit and negotiate alternative acquisition proposals from third parties during a “go-shop” period that began on December 30, 2012 and expired at 11:59 p.m. EST on February 8, 2013. During the “go-shop” period, Centerview Partners, the Company’s financial advisor, with the direction of the Transaction Committee of the Board of Directors, comprised of independent Directors, undertook a broad solicitation effort, contacting 27 potential acquirers believed to have potential strategic or financial interest in an alternative transaction to the transaction with the Consortium. These proactive contacts resulted in 5 parties negotiating and entering into confidentiality agreements with the Company, although no alternative acquisition proposals from third parties were received.
Starting at 12:00 a.m. on February 9, 2013, the Company became subject to customary “no-shop” provisions that limit its ability to solicit alternative acquisition proposals from third parties or to provide confidential information to third parties, subject to a “fiduciary out” provision that allows the Company to provide information and participate in discussions with respect to certain unsolicited written acquisition proposals and to terminate the merger agreement and enter into an alternative acquisition agreement with respect to a superior proposal in compliance with the terms of the merger agreement.
The transaction is expected to close in the first half of 2013, subject to customary closing conditions — including receipt of stockholder and regulatory approvals. The Federal Trade Commission granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 in connection with the merger as of January 25, 2013. Following completion of the transaction, the Company will become a privately held company owned by the Consortium and its stock will no longer trade on the New York Stock Exchange.
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