Transaction is a Key Strategic Step in Building GLG's
Global Business
LONDON, June 25 /Xinhua-PRNewswire/ -- GLG Partners
("GLG"), a leading alternative asset manager with
gross assets under management of over $20 billion, today
announces that it plans to access the public markets
through a reverse acquisition transaction with Freedom
Acquisition Holdings, Inc. ("Freedom") (Amex:
FRH). This transaction values GLG at approximately $3.4
billion based on Freedom's closing price on June 22, 2007,
and has been unanimously approved by the board of Freedom.
Under the terms of the agreement, the owners of GLG
will receive from Freedom $1 billion in cash and 230
million shares of Freedom common stock on a fully diluted
basis. The transaction is subject to Freedom shareholder
approval, regulatory approval and other customary closing
conditions. Assuming these conditions are met, GLG
anticipates completing the transaction early in the fourth
quarter of this year.
The combined company will be named GLG Partners, Inc.
Shares of the combined company are expected to trade on the
New York Stock Exchange under the ticker symbol
"GLG" upon consummation of the transaction. GLG
will also explore the merits of a dual listing in Europe.
Based on the closing price of Freedom's shares on Friday,
June 22, 2007, Freedom's shareholders will own
approximately 28 percent and current GLG equity holders
will own approximately 72 percent of the combined company's
shares on a fully diluted basis. Upon completion of the
transaction, GLG's equity holders have committed to
reinvest approximately 50% of their after tax cash proceeds
into GLG's funds at full fees.
GLG is the largest independent alternative investment
manager in Europe and the eleventh largest alternative
asset manager in the world. GLG has built a highly
scalable investment platform, infrastructure and support
system, which represents a combination of world-class
investment talent, cutting-edge technology and rigorous
controls and risk management. GLG manages over 40 funds,
as well as managed accounts for high net worth individuals
and institutions, using both alternative and long only
strategies and products. These strategies and products
have generated substantial absolute returns since
inception, during periods of both supportive and difficult
market conditions.
"This strategic transaction is an important step
in building GLG's global business, affording us the
opportunity to increase brand awareness and expand in major
targeted markets, including the US, Middle East and
Asia," said Noam Gottesman, Founder, Managing Director
and Co-CEO of GLG. "Accessing the public markets
through Freedom allows GLG to take full advantage of our
highly scalable infrastructure as well as our recent growth
and track record of success to expand our client
relationships and distribution capabilities. In addition
it will provide us with a publicly traded equity currency
with which to compete for, retain and incentivize the most
talented and sought after professionals in our industry and
pursue our growth strategies."
"GLG is one of the world's most successful
multi-strategy asset managers with an experienced team of
highly-regarded investment professionals and a long history
of strong and sustained investment performance," said
Martin E. Franklin, Chairman of Freedom.
"GLG's highly scalable asset management platform
represents an excellent investment opportunity for our
shareholders. We look forward to working with the
management team of GLG as they continue to grow the
company's business and expand into the US and other dynamic
global markets," added Nicolas Berggruen, President and
CEO of Freedom.
Upon consummation of the acquisition, Noam Gottesman
will become Chairman of the Board and Co-CEO of the
combined company. Emmanuel Roman, currently Managing
Director and Co-CEO of GLG, will become Co-CEO of the
combined company. The board of directors of the combined
company will be Noam Gottesman and Emmanuel Roman of GLG;
Nicolas Berggruen, President and CEO of Freedom and founder
of Berggruen Holdings; Martin E. Franklin, Chairman of
Freedom and Chairman and CEO of Jarden Corporation; James
N. Hauslein, a director of Freedom and former Chairman of
Sunglass Hut International, Inc.; William P. Lauder, a
director of Freedom and President and CEO of The Estee
Lauder Companies, Inc.; Paul Myners, Chairman of Land
Securities Group plc; Ian Ashken, Chief Financial Officer
of Jarden Corporation; and Peter Weinberg, Partner of
Perella Weinberg Partners. Further board appointments will
be made in due course. Noam Gottesman, Pierre Lagrange and
Emmanuel Roman will continue as Managing Directors of GLG.
"GLG has built an experienced and highly-regarded
team of investment professionals representing decades of
experience in the alternative asset management
industry," said Pierre Lagrange, Founder and Managing
Director of GLG.
"The combined company will build on Freedom's
existing shareholder base and leverage the deep experience
of its founders. With their support, and expanded access
to the capital markets, we look forward to building our
global brand, extending our strong investment track record,
expanding our investment products and strategies, and
leveraging on our success in Europe and the UK to penetrate
other major markets" said Emmanuel Roman, Co-CEO and
Managing Director of GLG.
In order to finance the acquisition of GLG, Freedom
will use the proceeds from its initial public offering and
borrow the balance (up to $570 million) from a committed
third party lender to obtain the $1 billion of cash
necessary to pay the cash portion of the purchase price.
In addition, Freedom and its subsidiaries will issue 230
million shares of common stock on a fully diluted basis
valued at $2.4 billion (based on the closing price of
Freedom's shares on Friday, June 22, 2007) to the GLG
equity holders.
Certain additional information, including historical
financial information and data on GLG such as assets under
management (AUM) and AUM growth rates, will be contained in
a management presentation which will be made public and
filed by Freedom with the Securities and Exchange
Commission today.
Perella Weinberg Partners is serving as financial
advisor to GLG and Citi is serving as financial advisor to
Freedom. Chadbourne & Parke LLP is serving as legal
counsel to GLG and Greenberg Traurig PA is serving as legal
counsel to Freedom.
Istithmar and Sal. Oppenheim Acquire Strategic
Interests in GLG
GLG confirms today that Istithmar and Sal. Oppenheim
have each entered into agreements to acquire 3% ownership
positions in GLG and to invest into various GLG managed
funds. These transactions are expected to close in July
2007.
Istithmar, an investment vehicle of the Government of
Dubai in the United Arab Emirates, was established in 2003.
Istithmar is headquartered in Dubai, with offices in
Shanghai and New York.
Founded in 1789 and based in Cologne, Sal. Oppenheim
is one of Europe's leading private banks with approximately
EUR138 billion in assets under management.
Both Istithmar and Sal. Oppenheim have purchased their
ownership interests from a former principal of GLG.
Commenting on these strategic investments Noam
Gottesman said "We welcome these two experienced and
highly respected world-class investors. In addition to
their ownership interests, Istithmar and Sal. Oppenheim
will help to support the further development and expansion
of our business in the Middle East and Europe."
Investor/Analyst Conference Call and Webcast
GLG will be hosting a conference call for investors and
analysts at 13.30 GMT / 08.30 EST. The dial in details
are: +44 (0) 20 7162 0125 or +1 334 323 6203. To access a
webcast of the conference call, please register via GLG's
website http://www.glgpartners.com .
About GLG
GLG, the largest independent alternative asset manager
in Europe and the eleventh largest globally, offers its
base of long-standing prestigious clients a diverse range
of investment products and account management services.
GLG's focus is on preserving client's capital and achieving
consistent, superior absolute returns with low volatility
and low correlations to both the equity and fixed income
markets. Since its inception in 1995, GLG has built on the
roots of its founders in the private wealth management
industry to develop into one of the world's largest and
most recognized alternative investment managers, while
maintaining its tradition of client-focused product
development and customer service. As of the opening of
trading on June 1, 2007, GLG managed gross AUM of over $20
billion.
About Freedom
Freedom is a blank check company incorporated in
Delaware in 2006 to effect a merger, stock exchange, asset
acquisition, reorganization or similar business combination
with an operating business or businesses, which it believes
has significant growth potential. Freedom consummated its
initial public offering on December 28, 2006.
Additional Information
Freedom intends to file with the U.S. Securities and
Exchange Commission (SEC) a preliminary proxy statement in
connection with the proposed acquisition and to mail a
definitive proxy statement and other relevant documents to
Freedom stockholders. Stockholders of Freedom and other
interested persons are advised to read, when available,
Freedom's preliminary proxy statement, and amendments
thereto, and definitive proxy statement in connection with
Freedom's solicitation of proxies for the special meeting
to be held to approve the acquisition because these proxy
statements will contain important information about GLG,
Freedom and the proposed acquisition. The definitive proxy
statement will be mailed to stockholders as of a record date
to be established for voting on the acquisition.
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: Freedom
Acquisition Holdings, Inc., 1114 Avenue of the Americas,
41st floor, New York, New York 10036, telephone (212)
380-2230.
Freedom and its directors and Chief Executive Officer
may be deemed participants in the solicitation of proxies
from Freedom's stockholders. A list of the names of those
directors and the Chief Executive Officer and descriptions
of their interests in Freedom is contained in Freedom's
prospectus dated December 21, 2006, which is filed with the
SEC, and will also be contained in Freedom's proxy statement
when it becomes available. Freedom's stockholders may
obtain additional information about the interests of its
directors and Chief Executive Officer in the acquisition by
reading Freedom's proxy statement when it becomes
available.
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.
Forward-looking Statements
This press release contains statements relating to
future results of GLG and Freedom (including certain
projections and business trends) that are
"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 GLG, these
risks and uncertainties include, but are not limited to:
market conditions for GLG managed investment funds,
performance of GLG managed investment funds and the related
impact on revenue and fund inflows/outflows, operational
risk, and risks related to the use of leverage, the use of
derivatives, interest rates and currency fluctuations. For
Freedom, factors include, but are not limited to: the
successful combination of Freedom with GLG's business,
Freedom's inability to obtain additional financing to
complete the transaction, and the limited liquidity and
trading of its securities. Additional information on these
and other factors that may cause actual results and
Freedom's performance to differ materially is included in
the Freedom's periodic reports filed with the SEC,
including but not limited to Freedom's Form 10-K for the
year ended December 31, 2006 and subsequent Form 10-Q.
Copies may be obtained by contacting Freedom or the SEC.
Freedom and GLG caution readers not to place undue reliance
upon any forward-looking statements, which speak only as of
the date made. Freedom and GLG do not undertake or accept
any obligation or undertaking to release publicly any
updates or revisions to any forward-looking statement to
reflect any change in their expectations or any change in
events, conditions or circumstance on which any such
statement is based. These forward-looking statements are
made only as of the date hereof, and Freedom and GLG
undertake 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.
For more information, please contact:
Investors or analysts
Simon White, Chief Financial Officer
GLG
Tel: +44-20-7016-7000
Email: simon.white@glgpartners.com
Michael Hodes, Acting Director of Investor Relations
GLG
Tel: +44-20-7016-7000 or +1-212-224-7200
Email: michael.hodes@glgpartners.com
Freedom (in US)
Martin E. Franklin, Chairman
Tel: +1-914-967-9400
Freedom (in Europe)
Nicolas Berggruen, President and CEO
Tel: +44-20-7861-0985
Media
Rupert Younger or Amanda Lee
Finsbury
Tel: +44-20-7251-3801
Email: rupert.younger@finsbury.com or
amanda.lee@finsbury.com
Andy Merrill
Finsbury
Tel: +1-212-303-7600
Email: andy.merrill@finsbury.com
Web: http://www.glgpartners.com
