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| 8-K - HIGHBURY FINANCIAL INC | v181121_8k.htm |
Highbury
Financial Inc. Announces
Special
Dividend of $0.9977 Per Share
Dividends
Payable on April 15, 2010 to
Holders
of Record as of April 14, 2010
Denver, Colorado, April 14, 2010
— Highbury Financial Inc. (“Highbury”) (OTCBB: HBRF) announced today that
its Board of Directors declared a special cash dividend of $0.9977 per share of
common stock outstanding (the “Special Dividend”), as permitted by that certain
Agreement and Plan of Merger by and among Affiliated Managers Group, Inc., a
Delaware corporation publicly traded on the New York Stock Exchange (“AMG”),
Manor LLC, a newly formed Delaware limited liability company and a wholly-owned
subsidiary of AMG (“Merger Sub”), and Highbury, pursuant to which Highbury will
merge with and into the Merger Sub (the “Merger”). The Special
Dividend will be payable immediately prior to the closing of the Merger,
currently anticipated to be April 15, 2010, to stockholders of record on April
14, 2010. The
following is a discussion of the tax treatment of the Special Dividend and this
discussion is general in nature, is not intended for any particular shareholder
and is not intended as tax advice. While the tax treatment of the
Special Dividend is complex and cannot be concluded with certainty at this time,
Highbury estimates that it will not have any current or accumulated earnings and
profits and that no amount of the Special Dividend should be taxable as a
dividend for federal income tax purposes. The Special Dividend,
therefore, should first be treated as a tax-free return of capital, causing a
reduction in the adjusted basis of such shareholder’s common stock, and the
balance in excess of such shareholder’s adjusted basis should be taxed as a gain
from the sale or exchange of property. Such gain should be capital
assuming the Highbury common stock is held as a capital asset. However, each shareholder is strongly
encouraged to consult its financial and tax advisors regarding the appropriate
treatment of the Special Dividend and the corresponding tax consequences that
may be relevant to such shareholder’s particular circumstances, because the tax
treatment is complex and uncertain at this time, and the actual current or
accumulated earnings and profits of Highbury could vary from Highbury’s current
estimate and such variance could result in significantly different and adverse
consequences to a particular shareholder.
Highbury
will pay these dividends to stockholders who hold their shares of record in
certificated form via wire transfer of immediately available
funds. Stockholders who do not hold their shares in certificated form
will receive the dividends according to their brokers’ or other nominees’ normal
procedures.
Cautionary
Statements Regarding Forward-Looking Statements
Certain
statements in this communication regarding Highbury, other statements relating
to future results, strategy and plans of Highbury (including certain projections
and business trends, and statements which may be identified by the use of the
words “may,” “intend,” “expect” and like words), statements relating to the
anticipated closing date of the Merger and statements relating to the Special
Dividend constitute “forward-looking statements” as defined in the Private
Securities Litigation Reform Act of 1995. Actual results may differ materially
from those projected as a result of certain risks and
uncertainties. For Highbury, factors include, but are not limited to:
(i) developments beyond Highbury’s control, including but not limited to
changing conditions in global financial markets generally and in the equity
markets particularly, and a decline or a lack of sustained growth in these
markets which may result in decreased advisory fees or performance fees and a
corresponding decline (or lack of growth) in Highbury’s operating results and
cash flow, (ii) the operating results and expenses of Highbury and Aston, (iii)
the possibility of disruption by the Merger between Highbury and Affiliated
Managers Group, making it more difficult to maintain business and operational
relationships, (iv) competition and consolidation within the asset management
industry, (v) the possibility that the Merger between Highbury and Affiliated
Managers Group does not close, including but not limited to, the failure to
satisfy the closing conditions, and (vi) legal or regulatory proceedings,
including but not limited to litigation arising out of the Merger with
Affiliated Managers Group, or other matters that affect the timing or ability to
complete the Merger as contemplated. Additional information on other
factors that may cause actual results and Highbury’s performance to differ
materially is included in Highbury’s periodic reports filed with the SEC and the
risk factors disclosed in the proxy statement/prospectus on Form S-4 filed by
Affiliated Managers Group in connection with the Merger and in Highbury’s Annual
Report on Form 10-K filed with the SEC on March 26, 2010. Copies may be obtained
by contacting Highbury or at the SEC’s web site at http://www.sec.gov. Highbury
cautions readers not to place undue reliance upon any forward-looking
statements, which speak only as of the date made. These forward-looking
statements are made only as of the date hereof, and Highbury undertakes no
obligations to update or revise the forward-looking statements, whether as a
result of new information, future events or otherwise, except as required by
law.
Highbury's
filings with the SEC, accessible on the SEC's website at http://www.sec.gov,
discuss these factors in more detail and identify additional factors that can
affect forward-looking statements.
Contact
Information
Questions
and inquiries for further information may be directed to R. Bradley Forth,
Executive Vice President, Chief Financial Officer and Secretary of Highbury
Financial Inc. He can be reached via telephone at 212-207-1007. More information
is also available at www.highburyfinancial.com.