Founder and chairman John Calamos and CEO John Koudounis announced to take one of the most respectable money managing firms in America, Calamos Asset Management, under their private control.
“Calamos Asset Management, Inc. (NASDAQ: CLMS) (“CAM”) announced today that it has reached an agreement in principle to be acquired by an entity (the “Acquirer”) formed by Mr. John Calamos and Mr. John Koudounis” said a company statement.
“Pursuant to the agreement in principle, the Acquirer will commence a tender offer to acquire all of the outstanding shares of Class A common stock of CAM not owned by the Acquirer for $8.25 per share in cash. Promptly after the closing of the tender offer, any shares not tendered in the tender offer (other than shares owned by Acquirer, and shares for which appraisal is properly sought under applicable law) will be acquired in a second-step merger at the same cash price as paid in the tender offer.
The agreement in principle is subject to the final negotiation and execution of a mutually satisfactory definitive merger agreement, but is not contingent on the Acquirer obtaining financing.
CAM’s Board of Directors formed an independent Special Committee after Mr. Calamos and Mr. Koudounis expressed an interest in a possible transaction in October. The Special Committee reviewed the acquisition proposal, and considered various options available to CAM, including remaining a public company. The Special Committee concluded unanimously that the proposed transaction, subject to negotiation of a mutually satisfactory definitive merger agreement, would be fair and in the best interests of the Company’s public shareholders, and has approved the agreement in principle.
Commenting on the proposed acquisition, Mr. Calamos said: “As investors at Calamos, we have always taken the long view. I believe a fully private ownership structure will enable John Koudounis to focus on managing our business to his vision for our firm’s long-term growth.”
Mr. Koudounis added: “Upon arriving at Calamos, I directed an extensive analysis of our corporate structure. Being a fully private company—consistent with 95% of asset managers today—will allow us to manage the business with the same long-term view that we apply to our investment approach. By eliminating the distraction of the market’s increased focus on short-term metrics, we can be singularly dedicated to improving our key performance areas.”
As of September 30, 2016, CAM owned 22.2% of Calamos Investments, with the remaining 77.8% being privately owned by Calamos Partners LLC. Mr. Calamos, other Calamos family members and Mr. Koudounis, directly and indirectly own 100% of Calamos Partners. Calamos Partners also owns all of CAM’s outstanding Class B common stock, which represents 97.4% of the combined voting power of all classes of CAM’s voting stock.