Ladenburg Thalmann Financial Services Inc. (NYSE American: LTS,
LTS PrA, LTSL, LTSF, LTSK, LTSH) ("Ladenburg") and Advisor Group
today announced that at a special meeting of Ladenburg’s
shareholders held January 30, 2020, Ladenburg’s shareholders
overwhelmingly voted to approve the merger of Ladenburg and Advisor
Group.
The shareholder approval satisfies one of the conditions to the
closing of the pending transaction. The parties have also received
regulatory approval from the Financial Industry Regulatory
Authority in connection with the merger and expect to be in
position to complete the merger in mid-February 2020, subject to
the satisfaction or waiver of the remaining conditions to
closing.
About Ladenburg Thalmann
Ladenburg Thalmann Financial Services Inc. (NYSE American: LTS, LTS
PrA, LTSL, LTSF, LTSK, LTSH) is a publicly-traded diversified
financial services company based in Miami, Florida. Ladenburg's
subsidiaries include industry-leading independent advisory and
brokerage (IAB) firms Securities America, Triad Advisors,
Securities Service Network, Investacorp and KMS Financial Services,
as well as Premier Trust, Ladenburg Thalmann Asset Management,
Highland Capital Brokerage, a leading independent life insurance
brokerage company and full-service annuity processing and marketing
company, and Ladenburg Thalmann & Co. Inc., an investment bank
which has been a member of the New York Stock Exchange for over 135
years. The company is committed to investing in the growth of its
subsidiaries while respecting and maintaining their individual
business identities, cultures, and leadership. For more
information, please visit www.ladenburg.com.
About Advisor Group Advisor
Group, Inc. is one of the nation’s largest networks of independent
financial advisors serving over 7,000 advisors and overseeing $271
billion in client assets. Headquartered in Phoenix, AZ, the firm is
mission-driven to support the heroic role that advisors can play in
the lives of their clients, offering securities and investment
advisory services through its subsidiaries FSC Securities Corp.,
Royal Alliance Associates Inc., SagePoint Financial, Inc. and
Woodbury Financial Services, Inc., as broker/dealers, registered
investment advisors and members of FINRA and SIPC. Cultivating a
spirit of entrepreneurship and independence, Advisor Group
champions the enduring value of financial advisors and is committed
to being in their corner every step of the way. For more
information visit https://www.advisorgroup.com.
Forward-looking Statements This press release contains
forward-looking statements. You can generally identify
forward-looking statements by the use of forward-looking
terminology such as “anticipate,” “believe,” “continue,” “could,”
“estimate,” “expect,” “explore,” “evaluate,” “intend,” “may,”
“might,” “plan,” “potential,” “predict,” “project,” “seek,”
“should,” or “will,” or the negative thereof or other variations
thereon or comparable terminology. These forward-looking statements
are only predictions and involve known and unknown risks and
uncertainties, many of which are beyond Ladenburg’s and Advisor
Group’s control. Statements in this document regarding Ladenburg
and Advisor Group that are forward-looking, including, without
limitation, projections as to the anticipated benefits of the
proposed Transaction and the closing date for the proposed
Transaction, are based on management’s estimates, assumptions and
projections, and are subject to significant uncertainties and other
factors, many of which are beyond the control of Ladenburg and
Advisor Group. Important risk factors could cause actual future
results and other future events to differ materially from those
currently estimated, including, but not limited to: (i) the
occurrence of any event, change or other circumstance that could
give rise to the termination of the Merger Agreement or affect the
ability of the parties to recognize the benefits of the proposed
acquisition; (ii) the effect of the announcement or pendency of the
proposed acquisition on Ladenburg’s business relationships,
operating results, and business generally; (iii) risks that the
proposed acquisition disrupts Ladenburg’s current plans and
operations and potential difficulties in Ladenburg’s employee
retention as a result of the proposed acquisition; (iv) risks that
the proposed acquisition may divert management’s attention from
Ladenburg’s ongoing business operations; (v) potential litigation
that may be instituted against Ladenburg or its directors or
officers related to the proposed acquisition or the Merger
Agreement and any adverse outcome of any such potential litigation;
(vi) the amount of the costs, fees, expenses and other charges
related to the proposed acquisition, including in the event of any
unexpected delays; (vii) other risks to consummation of the
proposed acquisition, including the risk that the proposed
acquisition will not be consummated within the expected time
period, or at all, which may affect Ladenburg’s business and the
price of the common stock of Ladenburg; (viii) any adverse effects
on Ladenburg by other general industry, economic, business and/or
competitive factors; and (ix) such other factors as are set forth
in Ladenburg’s periodic public filings with the U.S. Securities and
Exchange Commission (the “SEC”), including but not limited to those
described under the headings “Risk Factors” and “Forward Looking
Statements” in its Form 10-K for the fiscal year ended December 31,
2018 and in subsequent Quarterly Reports on Form 10-Q, the
definitive proxy statement on Schedule 14A, filed with the SEC on
December 26, 2019, and in its other filings made with the SEC from
time to time, which are available via the SEC’s website at
www.sec.gov. Consequences of material differences in results as
compared with those anticipated in the forward-looking statements
could include, among other things, business disruption, operational
problems, financial loss, legal liability to third parties and
similar risks, any of which could have a material adverse effect on
Ladenburg’s financial condition, results of operations, credit
rating, liquidity or stock price. In addition, there can be no
assurance that the proposed acquisition will be completed, or if it
is completed, that it will close in the middle of February 2020, as
anticipated, or that the expected benefits of the proposed
acquisition will be realized.
Readers should carefully review the risks and uncertainties
disclosed in Ladenburg’s reports with the SEC, including those set
forth in Part I, “Item 1A. Risk Factors” in Ladenburg’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2018 and
in subsequent Quarterly Reports on Form 10-Q, the definitive proxy
statement on Schedule 14A, filed with the SEC on December 26, 2019
and other reports or documents Ladenburg files with, or furnishes
to, the SEC from time to time. Except as specifically noted,
information on, or accessible from, any website to which this press
release contains a hyperlink is not incorporated by reference into
this press release and does not constitute a part of this press
release. No assurances can be given that any of the events
anticipated by the forward-looking statements will transpire or
occur, or if any of them do occur, what impact they will have on
the results of operations or financial condition of Ladenburg or
Advisor Group. All forward-looking statement in this communication
are qualified in their entirety by this cautionary statement
*Assets as of September 30, 2019
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version on businesswire.com: https://www.businesswire.com/news/home/20200131005099/en/
For Advisor Group & Ladenburg
Thalmann: Joseph Kuo / Chris Clemens Haven Tower Group
424 317 4851 or 424 317 4854 jkuo@haventower.com or
cclemens@haventower.com
For Ladenburg Thalmann:
Jared Levy / Emily Claffey / Benjamin Spicehandler Sard Verbinnen
& Co 212-687-8080
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