Direct Markets (MKTS) Enters Nonbinding LoI to Divest Rodman & Renshaw Unit
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Direct Markets Holdings Corp. (Nasdaq: MKTS) (the "Company") announced today that it has entered into a nonbinding letter of intent for the sale of Rodman & Renshaw, LLC, its broker-dealer subsidiary (“Rodman”), to an entity controlled by Michael Vasinkevich, one of the Company’s founders and former vice chairman of the board of directors. The closing of the transaction is subject to conditions including the negotiation and execution of a definitive agreement, FINRA approval of the proposed change in control and approval of the transaction by a majority of the disinterested stockholders of the Company. Subject to the satisfaction of these conditions, the transaction is expected to close on or about December 31, 2012.
The consideration for the purchase will be the assumption of specified liabilities including certain leasehold obligations, accounts payable and future costs and liabilities related to pending legal proceedings, as well as contingent cash purchase price payments based upon future profitability. In addition, the buyer will assume certain costs related to the Rodman Fall 2012 Conference and will be obligated to reimburse the Company for certain operating expenses that Rodman incurs during the pre-closing transition period, subject to the transaction closing.
During the pre-closing transition period, Mr. Vasinkevich and a team of key Rodman professionals will continue to operate Rodman’s investment banking business, providing capital raising and advisory services to public and private companies across multiple sectors and regions, including its strong presence in the life science sector. Upon closing, these professionals are expected to remain employees of the acquired entity.
It is expected that Rodman will utilize the Company’s DirectMarkets automated state-of-the-art electronic transaction platform that links existing public company issuers and investors seeking to transact primary offerings of securities. As one of the initial adopters of the DirectMarkets platform, it is expected that Rodman will aid in accelerating the market development and acceptance of the DirectMarkets platform – benefitting the Company’s technology initiative.
The letter of intent does not contemplate any exclusivity period or breakup fees, providing the Company’s board with complete flexibility to maximize stockholder values if opportunities present themselves.
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The consideration for the purchase will be the assumption of specified liabilities including certain leasehold obligations, accounts payable and future costs and liabilities related to pending legal proceedings, as well as contingent cash purchase price payments based upon future profitability. In addition, the buyer will assume certain costs related to the Rodman Fall 2012 Conference and will be obligated to reimburse the Company for certain operating expenses that Rodman incurs during the pre-closing transition period, subject to the transaction closing.
During the pre-closing transition period, Mr. Vasinkevich and a team of key Rodman professionals will continue to operate Rodman’s investment banking business, providing capital raising and advisory services to public and private companies across multiple sectors and regions, including its strong presence in the life science sector. Upon closing, these professionals are expected to remain employees of the acquired entity.
It is expected that Rodman will utilize the Company’s DirectMarkets automated state-of-the-art electronic transaction platform that links existing public company issuers and investors seeking to transact primary offerings of securities. As one of the initial adopters of the DirectMarkets platform, it is expected that Rodman will aid in accelerating the market development and acceptance of the DirectMarkets platform – benefitting the Company’s technology initiative.
The letter of intent does not contemplate any exclusivity period or breakup fees, providing the Company’s board with complete flexibility to maximize stockholder values if opportunities present themselves.
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