RED BANK, N.J., May 18, 2018 /PRNewswire/ -- ZAIS Group
Holdings, Inc. (NASDAQ: ZAIS) ("ZAIS" or the "Company") today
announced that it has completed the previously announced going
private merger (the "Merger") of ZGH Merger Sub, Inc., a
wholly-owned subsidiary of the Company ("Merger Sub"), with and
into the Company, whereby the Company survived the Merger and
became a subsidiary of Z Acquisition LLC, a Delaware limited liability company ("Parent")
of which Christian Zugel, the
Company's Chairman and Chief Investment Officer ("Mr. Zugel"), is
the sole managing member. The Merger was effected pursuant to the
terms of an Agreement and Plan of Merger (the "Merger Agreement"),
dated as of January 11, 2018, by and
among the Company, Parent and Merger Sub.
At the effective time of the Merger, each share of Class A
common stock of the Company (" Class A Common Stock") issued and
outstanding immediately prior to the effective time of the Merger
(with the exception of certain excluded shares) was converted into
the right to receive $4.10 in cash,
without interest and less any applicable withholding taxes (the
"Merger Consideration"), in accordance with the Merger
Agreement. In addition, each restricted stock unit in respect
of shares of Class A Common Stock ("RSU") was converted into the
right to receive the Merger Consideration multiplied by the number
of shares underlying the RSU.
The Company today notified NASDAQ of the completion of the
Merger and requested that trading in the Class A Common Stock be
suspended and that NASDAQ file with the Securities and Exchange
Commission ("SEC") a Notification of Removal from Listing and/or
Registration under Section 12(b) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), on Form 25, thereby
commencing the process of delisting and deregistering the Class A
Common Stock. The Company intends to file a Form 15 to suspend its
reporting obligations under Section 15(d) of the Exchange Act and
to deregister its Class A Common Stock under Section 12(g) of the
Exchange Act.
ABOUT ZAIS GROUP HOLDINGS, INC.
ZAIS is the managing member of, ZAIS Group Parent, LLC ("ZGP").
ZGP is the sole member of ZAIS Group, LLC ("ZAIS Group"), an
investment advisory and asset management firm focused on
specialized credit strategies with approximately $4.793 billion of assets under management as of
March 31, 2018. Based in
Red Bank, New Jersey with
operations in London, ZAIS Group
employs professionals across investment management, client
relations, information technology, analytics, finance, law,
compliance, risk management and operations. To learn more,
visit www.zaisgroupholdings.com.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS
This press release contains statements that constitute
"forward-looking statements," as such term is defined in Section
27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended, and such
statements are intended to be covered by the safe harbor provided
by the same. These statements are generally identified by the
use of words such as "outlook," "believe," "expect," "potential,"
"continue," "may," "will," "should," "could," "would," "seek,"
"approximately," "predict," "intend," "plan," "estimate,"
"anticipate," "opportunity," "pipeline," "comfortable," "assume,"
"remain," "maintain," "sustain," "achieve" or the negative version
of those words or other comparable words. These
statements are based on management's current expectations and
beliefs and are subject to a number of trends and uncertainties
that could cause actual results to differ materially from those
described in the forward-looking statements. Risks, uncertainties
and other factors include, but are not limited to, those set forth
in the Risk Factors section of the Company's Annual Report on Form
10-K and other reports filed by the Company with the SEC, copies of
which are available on the SEC's website, www.sec.gov. .
Consider those factors carefully in evaluating the forward-looking
statements. The Company undertakes no obligation to update these
statements for revisions or changes after the date of this release,
except as required by law.
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SOURCE ZAIS Group Holdings, Inc.