Highbury Financial, which owns Aston Asset Management, appears to have found its white knight. After battling a dissenting activist shareholder, Highbury's management team has pulled the trigger on a deal that will send the firm's business -- including its mutual funds -- to Affiliated Managers Group.
The deal with AMG comes four months after Highbury
put together a special committee consisting of Highbury's three independent directors -- Hoyt Ammidon Jr., Theodore M. Leary Jr. and Aidan J. Riordan -- to explore and evaluate strategic alternatives.
The MFWire in August reported on a fight over the summer between activist shareholders (including Timothy Brog) and Highbury (and its Berkshire Capital backers) (see The MFWire, 8/31/2009).
Through its acquisition of Highbury, AMG will purchase a majority equity interest in Aston.
"For Aston, everything stays the same," said Aston president Ken Anderson in a Monday morning interview with The MFWire. "Our employees will remain in place. Our sub-advisors remain the same."
Chicago-headquartered Aston has 37 employees and counts 15 sub-advisory relationships.
Aston's brand will remain unchanged.
Highbury chairman Bruce Cameron and president Dick Foote were not immediately available for comment; nor was AMG president and CEO Sean Healey.
Press Release from Highbury Financial
Highbury Financial Inc. Announces Definitive Merger Agreement With Affiliated Managers Group, Inc.
DENVER, CO -- December 14, 2009) - Highbury Financial Inc. ("Highbury") (OTCBB: HBRF) (OTCBB: HBRFW) (OTCBB: HBRFU) and Affiliated Managers Group, Inc. ("AMG") (NYSE: AMG) have entered into a definitive merger agreement whereby AMG will acquire Highbury. Under the terms of the agreement, AMG would issue an aggregate of up to 1,748,879 shares of AMG common stock in exchange for all of the outstanding equity of Highbury. In addition, shortly before the closing, which is expected to occur in the second quarter of 2010, Highbury expects to pay a special cash dividend to its common and preferred stockholders in an aggregate amount equal to its working capital in excess of $5 million. Assuming an April 30, 2010 closing, this special dividend is estimated to be in the range of $0.34 to $1.09 per Highbury share (calculated including the shares of Highbury's Series B Convertible Preferred Stock on an as converted basis) depending on the number of outstanding warrants of Highbury exercised prior to closing. Based on an AMG stock price of $66.90 (which was determined using the average closing sales price of AMG shares over the 25 trading days ending December 11, 2009) the transaction values the Highbury common stock at $6.10 to $6.33 per share depending on the number of outstanding warrants of Highbury exercised prior to closing, although the actual value will depend on the AMG stock price at the time of the closing.
Pursuant to the agreement, the number of AMG shares to be issued in the merger may be reduced if the aggregate revenue run rate for Aston Asset Management LLC, Highbury's wholly-owned principal operating subsidiary, at the end of the month prior to closing is less than 90% of the aggregate revenue run rate calculated as of November 30, 2009, excluding the impact of market movement between those dates.
Richard S. Foote, Highbury's President and Chief Executive Officer, stated, "We evaluated a number of strategic alternatives to maximize the value of Highbury for our stockholders, and we believe the transaction with AMG best provides Highbury stockholders with current value and the ability to continue to participate in the asset management industry through the ownership of AMG stock."
The transaction has been approved by the boards of directors of Highbury and AMG, following, in the case of Highbury, the recommendation of the independent special committee of its board of directors, and is subject to the approval of both Highbury stockholders and Aston mutual fund shareholders, as well as other customary closing conditions and regulatory approvals. Stockholders holding approximately 30% of Highbury's outstanding common stock, assuming conversion of outstanding shares of Highbury's Series B Convertible Preferred Stock, have entered into voting agreements with AMG to vote in favor of the merger. The transaction is intended to be tax-free with respect to the AMG common stock to be received in the transaction by Highbury stockholders.
Where to Find Additional Information
Highbury and AMG intend to file with the Securities and Exchange Commission (the "SEC") a joint registration statement and proxy statement, which will contain a prospectus relating to the securities AMG intends to issue in the proposed merger and a preliminary proxy statement in connection with the proposed merger, and Highbury intends to mail a definitive proxy statement and other relevant documents to Highbury stockholders. Stockholders of Highbury and other interested persons are advised to read, when available, Highbury's preliminary proxy statement, and amendments thereto, and definitive proxy statement in connection with Highbury's solicitation of proxies for the special meeting to be held to approve the merger because these proxy statements will contain important information about AMG, Highbury and the proposed merger. The definitive proxy statement will be mailed to stockholders as of a record date to be established for voting on the merger. Stockholders will also be able to obtain a copy of the preliminary and definitive proxy statements, without charge, once available, at the SEC's Internet site at http://www.sec.gov or by directing a request to: Highbury Financial Inc., 999 Eighteenth Street, Suite 3000, Denver, CO 80202, Attention: Corporate Secretary, Tel: (303) 357-4802.
Highbury and its directors and executive officers may, under SEC rules, be deemed to be participants in the solicitation of proxies from Highbury's stockholders in connection with the special meeting to be held to approve the merger. Additional information concerning Highbury's directors and executives officers, including information regarding Highbury's directors' and officers' beneficial ownership of Highbury common stock and preferred stock, will be included in the preliminary and definitive proxy statements filed with the SEC when the preliminary and definitive proxy statements become available.
2009 Annual Meeting
Additional information relating to Highbury's director nominees and its 2009 annual meeting is included in the Definitive Proxy Statement filed with the SEC on November 24, 2009. The Definitive Proxy Statement and any other documents filed by Highbury with the SEC may be obtained free of charge at the SEC's web site at http://www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the Commission by Highbury on the "Investor Information" pages of Highbury's website at http://www.highburyfinancial.com, or by contacting Richard S. Foote at (212) 688-2341. Investors and security holders should read the proxy statement and the other relevant materials when they become available before making any voting or other decision with respect to the 2009 annual meeting. Highbury and its directors and executive officers may, under SEC rules, be deemed to be participants in the solicitation of proxies from Highbury's stockholders in connection with the 2009 annual meeting of stockholders. Additional information concerning Highbury's directors and executives officers is included in the Definitive Proxy Statement filed with the SEC.
Press Release from AMG
BOSTON, December 14, 2009 – Affiliated Managers Group, Inc. (NYSE: AMG), a diversified asset management company, has entered into a definitive agreement to acquire a majority equity interest in Aston Asset Management LLC (“Aston”) through the acquisition of Highbury Financial Inc. (OTCBB: HBRF), Aston’s parent company. After the closing of the transaction, Aston’s sub-advisors, management and employees will remain unchanged.
Based in Chicago, Aston offers sub-advised investment products to the mutual fund and managed accounts markets. Aston is the principal advisor to the Aston Funds, a fund family of 24 sub-advised, no-load mutual funds with total net assets of approximately $6 billion as of September 30, 2009. Led by Chairman and Chief Executive Officer Stuart Bilton and President Kenneth Anderson, Aston carefully selects investment managers that follow disciplined investment processes and best-in-class business standards, while seeking to achieve consistent investment performance. The firm distributes its domestic equity, international, alternatives, sector, balanced and fixed income funds to consultants, registered investment advisors, broker-dealers and defined contribution plans.
“We are very pleased to partner with Aston Asset Management, an established investment firm with an outstanding track record of performance and organic growth,” stated Sean M. Healey, AMG’s President and Chief Executive Officer. “Aston and its sub-advisors adhere to a disciplined investment process which has generated strong long-term returns for clients, with more than 90% of its mutual fund family’s assets under management rated four and five stars by Morningstar. Aston has strong business momentum and compelling future prospects, and we look forward to working with our new partners.”
“Given AMG’s long history of successful partnerships, we are excited to join the Company’s outstanding group of Affiliates,” said Mr. Bilton. “Aston and our sub-advisor partners look forward to building on our track record of strong performance, and we believe our partnership with AMG will allow us to manage the firm in the best interests of our clients.”
Pursuant to the agreement, at the time of closing 1,748,879 shares of AMG common stock are expected to be issued in exchange for all of the outstanding equity of Highbury, and Highbury's sole operating subsidiary, Aston, will become an AMG Affiliate. Following the completion of the transaction, Highbury’s holding company operations will cease and all holding company costs will be eliminated. The transaction has been approved by the boards of directors of AMG and Highbury, as well as the Board of Trustees of the Aston Funds, and is subject to the approval of both Highbury shareholders and Aston mutual fund shareholders, as well as other customary closing conditions and regulatory approvals.
About Affiliated Managers Group, Inc.
Affiliated Managers Group is a diversified asset management company with approximately $205 billion in assets at September 30, 2009 (pro forma for the pending investment). AMG’s strategy is to generate growth through the internal growth of its existing Affiliates, as well as through investments in new Affiliates. Through AMG’s innovative partnership approach, individual members of each Affiliate’s management team retain or receive significant direct equity ownership in their firm while maintaining operating autonomy. AMG provides centralized assistance to its Affiliates in strategic matters, marketing, distribution, product development and operations.