defa14a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant To Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant þ |
Filed by a Party other than the Registrant o |
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Check the appropriate box: |
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to Section 240.14a-12 |
GLG Partners, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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Payment of Filing Fee (Check the appropriate box): |
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No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
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Title of each class of securities to which transaction applies: |
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Aggregate number of securities to which transaction applies: |
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
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Fee paid previously with preliminary materials: |
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
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Form, Schedule or Registration Statement No.: |
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Date Filed: |
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The following is a press release
issued by GLG Partners, Inc. (GLG) dated October 12, 2010
announcing the extension of its tender offer for any or all of its outstanding warrants, including public
warrants.
GLG ANNOUNCES EXTENSION OF TENDER OFFER FOR OUTSTANDING WARRANTS
New York, October 12, 2010 GLG Partners, Inc. (GLG) (NYSE: GLG) today announced that it is
extending its previously announced tender offer for any or all of its
54,484,677 outstanding warrants,
including public warrants (NYSE: GLGWS), for a purchase price of $0.129 per warrant, in cash,
without interest, until 3:45 a.m. E.D.T. on October 14, 2010 (the Expiration Date), unless
further extended. GLG extended the offer to ensure that the Expiration Date of the offer coincides
with the completion of the previously announced merger with a wholly owned subsidiary of Man Group
plc (Man). The offer previously was expected to expire at 12:00 midnight E.D.T. on October 12,
2010. The depository for the offer, BNY Mellon Shareowner Services, has advised
GLG that 23,936,306 warrants had been tendered
and not withdrawn as of the close on Monday, October 11, 2010. The tender offer is not
conditioned on any minimum number of warrants being tendered.
GLG is making the offer to purchase the warrants in connection with its agreement to be acquired by
Man pursuant to the Agreement and Plan of Merger dated as of May 17, 2010, as amended (the Merger
Agreement), among Man, Mans wholly owned subsidiary Escalator Sub 1 Inc. and GLG. The offer is
conditioned upon completion of the merger. Completion of the merger is subject to the approval of
GLG stockholders at a stockholders meeting, which is to be held at 10:00 a.m. today, and other
closing conditions. GLG intends to delist and deregister the public warrants following expiration
of the tender offer.
Warrant holders who choose not to tender in the offer will not receive cash for their warrants.
Pursuant to the terms of the warrants, following completion of the merger, holders of warrants, if
any, that remain outstanding will be entitled, subject to the other terms and conditions thereof,
to exercise their warrants at an exercise price of $7.50 per warrant, but will only have the right
to receive upon such exercise an amount equal to the cash merger consideration of $4.50 per
warrant, thereby incurring a loss of $3.00 per warrant. Accordingly, the warrants will be
permanently out-of-the-money and will have no economic value following the merger.
This press release is for informational purposes only and is neither an offer to purchase nor a
solicitation of an offer to sell securities. The tender offer is being made solely through the
Offer to Purchase and related Letter of Transmittal, which have been sent to holders of GLG
warrants. Holders of warrants should read the Offer to Purchase, the related Letter of Transmittal
and other related materials and any amendments to such documents, because they contain important
information. GLG has filed a Tender Offer Statement on Schedule TO with the SEC. Copies of the
Offer to Purchase and related Letter of Transmittal, and all other tender offer documents filed
with the SEC, including the Schedule TO, are
available at no charge on the SECs website at www.sec.gov. Copies of such documents may also be
obtained free of charge by contacting Morrow & Co., LLC, Stamford, Connecticut at 1-800-969-2372.
About GLG
GLG Partners, Inc. is a global asset management company offering its clients a wide range of
performance-oriented investment products and managed account services. Founded in 1995 and listed
on the New York Stock Exchange in 2007 under the ticker symbol GLG, GLG is dedicated to achieving
consistent, superior investment returns through traditional, alternative and hybrid investment
strategies. The performance GLG generates for its clients is driven by the proven expertise of its
team of investment professionals underpinned by a rigorous approach to investment analysis and a
strong focus on risk management. GLG managed estimated net assets under management of approximately
$23.0 billion as of June 30, 2010. GLG maintains an Investor Relations website at
www.glgpartners.com and routinely posts important information on its website for investors.
Additionally, GLG uses the website as a means of disclosing material non-public information and for
complying with its disclosure obligations under Regulation FD promulgated by the SEC. These
disclosures are included on GLGs website under the section Investor Relations Overview.
Accordingly, investors should monitor this portion of GLGs website, in addition to following its
press releases, SEC filings and public conference calls and webcasts.
Forward-looking Statements
This press release contains statements relating to future results that are forward-looking
statements. Words such as will and other statements that are not statements of historical fact
are intended to identify forward-looking statements. Actual results may differ materially from
those projected as a result of certain risks and uncertainties. These risks and uncertainties
include, but are not limited to: failure to satisfy the conditions of the proposed merger,
including failure to obtain the required approvals of GLGs stockholders by the requisite votes;
the costs and expenses associated with the proposed merger; contractual restrictions on the conduct
of GLGs business included in the Merger Agreement; the potential loss of key personnel, disruption
of GLGs business or any impact on GLGs relationships with third parties as a result of the
proposed merger; any delay in consummating the proposed merger or the failure to consummate the
transaction; the outcome of, or expenses associated with, any litigation which may arise in
connection with the proposed merger, including the purported class action suits filed to date; the
volatility in the financial markets; GLGs financial performance; market conditions for the
investment funds and managed accounts GLG manages; performance of the investment funds and managed
accounts GLG manages, the related performance fees and the associated impacts on revenues, net
income, cash flows and fund inflows/outflows; the impact of net inflows on GLGs mix of assets
under management and the associated impacts on revenues; the cost of retaining GLGs key investment
and other personnel or the loss of such key personnel; risks associated with the expansion of GLGs
business in size and geographically; operational risk, including counterparty risk; litigation and
regulatory enforcement risks, including the diversion of management time and attention and the
additional costs and demands on GLGs resources; and risks associated with the use of leverage,
investment in derivatives, availability of credit, interest rates and currency fluctuations, as
well as other risks and uncertainties, including those set forth in GLGs filings with the
Securities and Exchange Commission. These forward-looking statements are made only as of the date
hereof, and GLG undertakes no obligation to update or revise the forward-looking statements,
whether as a result of new information, future events or otherwise, except as required by law.
Nothing in this press release should be construed as or is intended to be a solicitation for or an
offer to provide investment advisory services.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any offer or sale of securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful.
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Additional Information
GLG has filed with the SEC and has mailed to GLG stockholders a definitive proxy statement and
other relevant documents in connection with the proposed acquisition of GLG by Man through two
concurrent transactions: the merger of a wholly owned subsidiary of Man with and into GLG and a
share exchange transaction in which certain GLG stockholders will exchange their GLG shares for Man
ordinary shares. GLG stockholders and other interested persons are advised to read GLGs definitive
proxy statement and amendments thereto in connection with GLGs solicitation of proxies for the
special meeting to be held on October 12, 2010 to approve the proposed merger because the
definitive proxy statement contains important information about GLG and the proposed transaction.
The definitive proxy statement was mailed to stockholders of record as of August 30, 2010, the
record date established for voting on the proposed merger. Stockholders may obtain a free copy of
these materials and other documents filed with the SEC from the SECs website at www.sec.gov. A
free copy of the definitive proxy statement also may be obtained by contacting Investor Relations,
GLG Partners, Inc., 399 Park Avenue, 38th floor, New York, New York 10022, telephone (212) 224-7200
and through GLGs website at www.glgpartners.com. GLG and its directors and executive officers may
be deemed participants in the solicitation of proxies from GLGs stockholders. GLGs stockholders
may obtain information about GLGs directors and executive officers, their ownership of GLG shares
and their interests in the proposed transaction by reading GLGs definitive proxy statement for the
special meeting. A free copy of this document may be obtained from the SEC website or by contacting
GLG as indicated above.
Contacts
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Investors / Analysts: |
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Jeffrey Rojek |
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Chief Financial Officer |
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+1 212 224 7245 |
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jeffrey.rojek@glgpartners.com |
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Michael Hodes |
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Director of Public Markets |
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+1 212 224 7223 |
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michael.hodes@glgpartners.com |
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Shirley Chan |
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Associate of Public Markets |
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+1 212 224 7257 |
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shirley.chan@glgpartners.com |
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Media: |
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David Waller |
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Director of Communications |
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+44 207 016 7015 |
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david.waller@glgpartners.com |
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Matthew Newton / Talia Druker |
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Finsbury |
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+44 207 251 3801 |
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glg@finsbury.com |
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Andy Merrill / Astrid Josephson |
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Finsbury |
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+1 212 303 7600 |
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glg@finsbury.com |
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