Update on recommended acquisi

RNS Number : 4151R

Man Group plc

20 August 2010

 



For immediate release

20 August 2010

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

MAN GROUP PLC

Update in relation to recommended acquisition of GLG Partners, Inc.

On 17 May 2010, Man Group plc ("Man") announced that it had reached agreement on the terms of the recommended acquisition by Man of GLG Partners, Inc. ("GLG") (the "Acquisition"). The class 1 circular relating to the Acquisition (the "Circular") was sent to Man Shareholders on 6 August 2010.

Settlement in relation to legal proceedings

Man is pleased to announce that GLG, GLG's directors and Man, as defendants in the shareholder class action relating to the Acquisition filed in the Court of Chancery of the State of Delaware captioned Duva v. GLG Partners, Inc., et al (the "Delaware Action"), havereached a proposed settlement (with no admission of liability) with the plaintiff, which requires Court approval.  There are two elements to the proposed settlement: (i) changes to three terms in the Merger Agreement; and (ii) additional disclosures which the plaintiff felt are relevant to be made in GLG's proxy statement (both discussed below).  The terms and conditions of the proposed settlement are set out in a memorandum of understanding dated 19 August 2010 (the "Memorandum of Understanding").

Part VI of the Circular contains a summary of the terms of the Merger Agreement. Pursuant to the Memorandum of Understanding, Man and GLG have amended the Merger Agreement to:

(a)        reduce the break fee payable, in the circumstances set out in the Merger Agreement, by each of GLG and Man from US$48 million to US$26 million;

(b)        reduce the period following the termination of the Merger Agreement, under certain circumstances, during which the break fee is payable by GLG from twelve months to nine months; and

(c)        reduce the period in which Man may amend the Merger Agreement so that a Superior Proposal is no longer superior from 3 business days to 2 business days.

The Memorandum of Understanding also provides for certain additional disclosures that GLG has made and will make in its proxy statement that will be filed with the SEC and distributed to its common stockholders.

The settlement with the plaintiff is subject to the parties finalising formal settlement documentation for submission to the Court of Chancery of the State of Delaware and the Court's approval. Upon effectiveness of such settlement, all claims which were or could have been asserted against GLG, GLG's directors and Man in the Delaware Action and in two separate shareholder actions concerning the Acquisition filed in the New York Supreme Court will be fully and completely discharged and dismissed.

Terms defined in the Circular have the same meanings when used in this announcement.

Enquiries:

Man Group plc
Miriam McKay, Head of Investor Relations	Tel: [phone]
Perella Weinberg Partners (financial adviser to Man)
Philip Yates	Tel: [phone]
Graham Davidson
Toby Rolls
Merrill Lynch International (financial adviser, sponsor and corporate broker to Man)
Simon Fraser	Tel: [phone]
Matthew Watkins

Perella Weinberg Partners, which is authorised and regulated in the United Kingdom by the FSA, is acting as financial adviser to Man and no-one else in connection with the matters set out in this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on Perella Weinberg Partners by FSMA or the regulatory regimes established thereunder, Perella Weinberg Partners accepts no responsibility to any person other than Man for providing the protections afforded to clients of Perella Weinberg Partners, nor for providing advice in relation to any matter referred to herein.

Merrill Lynch International, which is authorised and regulated in the United Kingdom by the FSA, is acting as financial adviser and sponsor to Man and no-one else in connection with the matters set out in this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on Merrill Lynch International by FSMA or the regulatory regimes established thereunder, Merrill Lynch International accepts no responsibility to any person other than Man for providing the protections afforded to customers of Merrill Lynch International nor for providing advice in relation to any matter referred to herein.

This announcement is not intended to, and does not constitute, or form part of, an offer to sell or an invitation to purchase or subscribe for any securities or a solicitation of any vote or approval in any jurisdiction. Shareholders of Man and stockholders of GLG are advised to read carefully the formal documentation in relation to the Acquisition.

The New Man Shares to be issued in connection with the Acquisition to certain holders of GLG Common Stock may not be offered, sold, or, delivered, directly or indirectly, in, into or from the United States absent registration under the US Securities Act or an applicable exemption from registration. On 10 August 2010, Man filed an amended Schedule 13E-3 pursuant to the US Securities Exchange Act of 1934 with the SEC, which incorporates by reference certain information contained in the preliminary GLG Proxy Statement which was filed with the SEC by GLG on the same day.  The Schedule 13E-3 and the preliminary GLG Proxy Statement and other documents filed with the SEC are available free of charge at the SEC's website, www.sec.gov.

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. This announcement has been prepared for the purposes of complying with English law and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of England.

 

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