HF2 Financial Management Inc. ("HF2") (Nasdaq:HTWO), a special
purpose acquisition company, previously announced on September 17,
2014 that it had entered into a definitive agreement with ZAIS
Group Parent, LLC ("ZAIS"), the sole member of ZAIS Group, LLC,
with respect to the acquisition of a majority interest in ZAIS (the
"Business Combination"). HF2 announced today that it currently
anticipates mailing proxy statements for its upcoming special
meeting of stockholders in the last week of January 2015, to
stockholders of record as of January 26, 2015, and holding its
special meeting of stockholders to approve the Business Combination
and other proposals on February 19, 2015.
About ZAIS
Founded by Christian Zugel in 1997, ZAIS Group, LLC is an
investment management company focusing on investments in structured
credit strategies with approximately $4.7 billion of assets under
management as of September 30, 2014. Based in Red Bank, NJ
with operations in London and Shanghai, the Company employs over
120 professionals across investment management, client relations,
information technology, analytics, law, compliance, risk management
and operations.
About HF2
HF2 Financial Management Inc. (Nasdaq:HTWO) was formed on
October 5, 2012 for the purpose of acquiring one or more businesses
in the financial services industry. HF2's registration
statement for its initial public offering was declared effective on
March 21, 2013, and the offering closed on March 27, 2013,
generating net proceeds of approximately $185.9 million from the
sale of 19.2 million Class A Shares, including full exercise of the
underwriters' over-allotment option and Class A Shares purchased by
HF2's founders in a concurrent private placement. As of
September 30, 2014, HF2 held approximately $184.8 million in a
trust account maintained by an independent trustee, which will be
released upon the consummation of the business combination.
Forward Looking Statements
This press release, and other statements that HF2 may make,
contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act, including, for example,
statements about (1) the ability to complete and the benefits of
the Business Combination; and (2) HF2's and ZAIS's future financial
or business performance, strategies, growth initiatives and
expectations. Forward-looking statements are typically identified
by words or phrases such as "trend," "potential," "opportunity,"
"pipeline," "believe," "comfortable," "expect," "anticipate,"
"current," "intention," "estimate," "position," "assume,"
"outlook," "continue," "remain," "maintain," "sustain," "seek,"
"achieve," and similar expressions, or future or conditional verbs
such as "will," "would," "should," "could," "may" and similar
expressions.
HF2 cautions that forward-looking statements are subject to
numerous assumptions, risks and uncertainties, which change over
time. Forward-looking statements speak only as of the date
they are made, and HF2 assumes no duty to and does not undertake to
update forward-looking statements. Actual results could differ
materially from those anticipated in forward-looking statements and
future results could differ materially from historical
performance.
In addition to factors previously disclosed in HF2's filings
with the SEC, the following factors, among others, could cause
actual results to differ materially from forward-looking statements
or historical performance: (1) the inability of HF2 to consummate
the Business Combination with ZAIS and realize the benefits of such
transaction, which may be affected by, among other things,
competition, the ability of the combined company to grow and manage
growth profitably, and retain its management and key employees; (2)
the occurrence of any event, change or other circumstances that
could give rise to the termination of the definitive agreement
between HF2 and ZAIS for the Business Combination; (3) the outcome
of any legal proceedings that may be instituted against HF2, ZAIS
or others following announcement of the Business Combination; (4)
the inability to meet Nasdaq's listing standards and to continue to
be listed on The NASDAQ Stock Market; (5) the risk that the
Business Combination disrupts current plans and operations of HF2
or ZAIS as a result of the announcement and consummation of the
transactions described herein; (6) costs related to the Business
Combination; (7) changes in political, economic or industry
conditions, the interest rate environment or financial and capital
markets, which could result in changes in demand for products or
services or in the value of assets under management; (8) the
relative and absolute investment performance of advised or
sponsored investment products; (9) the impact of capital
improvement projects; (10) the impact of future acquisitions or
divestitures; (11) the unfavorable resolution of legal proceedings;
(12) the extent and timing of any share repurchases; (13) the
impact, extent and timing of technological changes and the adequacy
of intellectual property protection; (14) the impact of legislative
and regulatory actions and reforms and regulatory, supervisory or
enforcement actions of government agencies relating to HF2; (15)
terrorist activities and international hostilities, which may
adversely affect the general economy, financial and capital
markets, specific industries, and HF2; (16) the ability to attract
and retain highly talented professionals; and (17) the impact of
changes to tax legislation and, generally, the tax position of
HF2.
HF2's filings with the SEC, accessible on the SEC's website at
http://www.sec.gov, discuss, and HF2's definitive proxy statement
in connection with the stockholder vote on the Business Combination
will discuss, these factors in more detail and identify additional
factors that can affect forward-looking statements.
Additional Information and Where to Find It
HF2 has filed a preliminary proxy statement on Schedule 14A, and
amendments thereto, with the SEC and intends to file with the SEC a
definitive proxy statement on Schedule 14A in connection with the
stockholder vote on the Business Combination. STOCKHOLDERS OF
HF2 AND OTHER INTERESTED PERSONS ARE ADVISED TO READ HF2's
PRELIMINARY PROXY STATEMENT AND, WHEN AVAILABLE, HF2'S DEFINITIVE
PROXY STATEMENT IN CONNECTION WITH THE SOLICITATION OF PROXIES FOR
THE SPECIAL MEETING TO APPROVE THE BUSINESS COMBINATION BECAUSE
THIS PROXY STATEMENT WILL CONTAIN IMPORTANT INFORMATION. The
definitive proxy statement will be mailed to stockholders as of a
record date to be established for voting on the Business
Combination. Stockholders will also be able to obtain a copy
of the preliminary proxy statement and definitive proxy statement
once available, and other relevant documents, without charge, at
the SEC's Internet site http://www.sec.gov or by contacting HF2's
secretary at HF2 Financial Management Inc., 999 18th Street, Suite
3000, Denver, Colorado 80202. As a result of the review by the
SEC of the proxy statement, HF2 may be required to make changes to
its description of ZAIS or other financial or statistical
information contained in the proxy statement.
Participants in the Solicitation
HF2 and its directors and officers and EarlyBirdCapital, Inc.
(EBC) and Sandler O'Neill & Partners, L.P. (SOP), the
underwriters of HF2's initial public offering, may be deemed
participants in the solicitation of proxies to HF2's stockholders
with respect to the Business Combination. A list of the names of
HF2's directors and officers and a description of their interests
in HF2 is contained in HF2's Annual Report on Form 10-K, which was
filed with the SEC on March 31, 2014, and will also be contained in
the definitive proxy statement for the Business Combination when
available. EBC's and SOP's interests in HF2 is contained in HF2's
Annual Report on Form 10-K, which was filed with the SEC on March
31, 2014, and the Merger and Acquisition Agreement by and among
HF2, EBC and SOP, which is an exhibit to such report, and will also
be contained in the definitive proxy statement for the Business
Combination when available. Information about ZAIS and its
officers and directors will also be included in the definitive
proxy statement for the Business Combination.
CONTACT: Company Contacts:
Bruce Cameron
Chairman and Chief Executive Officer
HF2 Financial Management Inc.
Tel: 212-207-1000
bcameron@hf2financial.com
Mike Szymanski
President
ZAIS Group, LLC
Tel: 732-212-2386
mszymanski@zaisgroup.com
Media Contact:
Doug Donsky
FTI Strategic Communications
Tel: 212-850-5740
Doug.donsky@fticonsulting.com
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