Duff & Phelps Agrees to be Acquired by Private Investor Consortium

  Duff & Phelps Agrees to be Acquired by Private Investor Consortium

-- Transaction Valued at Approximately $665.5M; Stockholders to Receive $15.55
                                 per Share --

 -- Consortium Includes Entities or Funds Managed by The Carlyle Group, Stone
        Point Capital, Pictet & Cie and Edmond de Rothschild Group --

Business Wire

NEW YORK -- December 30, 2012

Duff & Phelps Corporation (NYSE: DUF) (“the Company”), a leading independent
financial advisory and investment banking firm, announced today that it has
entered into a definitive merger agreement under which a consortium (“the
Consortium”) comprising controlled affiliates of or funds managed by The
Carlyle Group, Stone Point Capital LLC, Pictet & Cie and Edmond de Rothschild
Group will acquire the Company for $15.55 per share in cash in a transaction
valued at approximately $665.5 million.

The offer represents a 19.2% premium to the closing price of Duff & Phelps
shares on December 28, 2012, and 27.3% over the Company’s volume weighted
average share price during the 30 days ended December 28, 2012. The
transaction is expected to close in the first half of 2013, subject to
customary closing conditions—including the receipt of stockholder and
regulatory approvals.

Noah Gottdiener, chief executive officer of Duff & Phelps, said, “Duff &
Phelps Board of Directors, acting on advice from the Company’s legal and
financial advisors, agrees that this transaction is in the best interest of
our stockholders, who will receive an immediate and certain cash premium for
their shares. Importantly, the transaction will be structured to preserve the
firm’s independence as we serve our clients in the future.”

Olivier Sarkozy, Managing Director and head of Carlyle’s Global Financial
Services group, said, “Regulatory demands, implementation of new accounting
policies and requirements for increased corporate disclosure and third party
validation provide significant growth opportunities for Duff & Phelps core
products and services. We will harness Carlyle’s and Stone Point’s global
networks while leveraging Duff & Phelps preeminent brand to foster growth in
new geographies. Additionally, we believe the involvement of Pictet and Edmond
de Rothschild Group will support the Company’s initiatives to enhance its
international presence and expand its Limited Partner client base. We are
excited to work with Noah and his management team on this opportunity.”

Charles A. Davis, Chief Executive Officer of Stone Point Capital, added, “Noah
and his colleagues have performed admirably throughout market cycles and have
done a superb job executing their business plan to grow the Company. Today,
Duff & Phelps is well-positioned in the marketplace, and we believe that
demand for the Company’s independence, integrity and professionalism will only
increase in the current environment.”

The merger agreement provides for a “go-shop” period commencing immediately
and ending on February 8, 2013, during which the Company, with the assistance
of its financial and legal advisors, will actively solicit and potentially
receive, evaluate and enter into negotiations with third parties that offer
alternative transaction proposals. It is not anticipated that any developments
will be disclosed with regard to this process, unless the Duff & Phelps board
makes a decision with respect to a potential superior proposal. There is no
guarantee that this process will result in a superior proposal. The merger
agreement provides for a break-up fee of approximately $6.65 million if the
Company terminates the agreement prior to March 8, 2013, in connection with a
superior proposal that first arose during the go-shop period.

All members of the senior management team have agreed to remain employed by,
and invest in the equity of, the Company following the closing of the
transaction. They have agreed to offer to participate on similar terms in any
other acquisition proposal that may be made for the Company.

The pro forma Board of Directors will comprise nine members – including two
representatives each from the management team, The Carlyle Group and Stone
Point Capital, in addition to three independent directors. No single member of
the Consortium will own more than 35% of the pro forma Company.

The transaction has been approved by the Board of Directors of Duff & Phelps,
following the recommendation of a transaction committee consisting of
independent directors. The Board of Directors of Duff & Phelps recommends that
stockholders vote in favor of the transaction at the special meeting of
stockholders that will be called to approve the transaction. Stockholders
beneficially owning an aggregate of approximately 10% of the outstanding
shares of the Company have already agreed to vote their shares in favor of the
transaction; these commitments terminate if the merger agreement is

The merger agreement provides that the Company can continue to pay dividends
if declared by the Company in the normal course prior to closing of the


Duff & Phelps:

  *M&A: Centerview Partners
  *Legal: Kirkland & Ellis LLP

The Consortium:

  *M&A: Sandler O’Neill + Partners, L.P. (Lead Advisor), Credit Suisse,
    Barclays, RBC Capital Markets
  *Financing: Credit Suisse, Barclays, RBC Capital Markets
  *Legal: Wachtell, Lipton, Rosen & Katz

About Duff & Phelps

As a leading global financial advisory and investment banking firm, Duff &
Phelps balances analytical skills, deep market insight and independence to
help clients make sound decisions. The firm provides expertise in the areas of
valuation, transactions, financial restructuring, alternative assets, disputes
and taxation, with more than 1,000 employees serving clients from offices in
North America, Europe and Asia. Investment banking services in the United
States are provided by Duff & Phelps Securities, LLC; Pagemill Partners; and
GCP Securities, LLC. Member FINRA/SIPC. M&A advisory services in the United
Kingdom and Germany are provided by Duff & Phelps Securities Ltd. Duff &
Phelps Securities Ltd. is authorized and regulated by the Financial Services
Authority. For more information, visit www.duffandphelps.com. (NYSE: DUF)

Important Additional Information and Where to Find It

In connection with the proposed transaction, Duff & Phelps intends to file a
proxy statement with the Securities and Exchange Commission (the "SEC") and
mail it to its stockholders. Stockholders of Duff & Phelps are urged to read
the proxy statement and the other relevant material when they become available
because they will contain important information about Duff & Phelps, the
Consortium, the proposed transaction and related matters. STOCKHOLDERS ARE
WITH RESPECT TO THE PROPOSED MERGER. The proxy statement and other relevant
materials (when available), and any and all documents filed by Duff & Phelps
with the SEC, may also be obtained for free at the SEC's website at
www.sec.gov. In addition, investors and security holders may obtain free
copies of the documents filed with the SEC by Duff & Phelps by directing a
written request to Duff & Phelps, Attention Corporate Secretary, 55 East 52
Street, Floor 31, New York, NY 10055.

This announcement is neither a solicitation of proxy, an offer to purchase nor
a solicitation of an offer to sell shares of Duff & Phelps. Duff & Phelps, its
executive officers and directors may be deemed to be participants in the
solicitation of proxies from the security holders of Duff & Phelps in
connection with the proposed merger. Information about those executive
officers and directors of Duff & Phelps and their ownership of Duff & Phelps
common stock is set forth in the Duff & Phelps proxy statement for its 2012
Annual Meeting of Stockholders, which was filed with the SEC on March 5, 2012,
and its Annual Report on Form 10-K for the year ended December 31, 2011, which
was filed with the SEC on February 21, 2012. These documents may be obtained
for free at the SEC’s website at www.sec.gov, and from Duff & Phelps by
contacting Duff & Phelps, Attention Corporate Secretary, 55 East 52 Street,
Floor 31, New York, NY 10055. Additional information regarding the interests
of participants in the solicitation of proxies in connection with the
transaction will be included in the proxy statement that Duff & Phelps intends
to file with the SEC.

Forward-Looking Statements

This release may include predictions, estimates and other information that
might be considered forward-looking statements, including, without limitation,
statements relating to the completion of this transaction. These statements
are based on current expectations and assumptions that are subject to risks
and uncertainties. Actual results could differ materially from those
anticipated as a result of various factors, including: (1) Duff & Phelps may
be unable to obtain stockholder approval as required for the transaction; (2)
conditions to the closing of the transaction may not be satisfied; (3) the
transaction may involve unexpected costs, liabilities or delays; (4) the
business of Duff & Phelps may suffer as a result of uncertainty surrounding
the transaction; (5) the outcome of any legal proceedings related to the
transaction; (6) Duff & Phelps may be adversely affected by other economic,
business, and/or competitive factors; (7) the occurrence of any event, change
or other circumstances that could give rise to the termination of the
transaction agreement; (8) the ability to recognize benefits of the
transaction; (9) risks that the transaction disrupts current plans and
operations and the potential difficulties in employee retention as a result of
the transaction; and (10) other risks to consummation of the transaction,
including the risk that the transaction will not be consummated within the
expected time period or at all. Additional factors that may affect the future
results of Duff & Phelps are set forth in its filings with the SEC, including
its Annual Report on Form 10-K for the year ended December 31, 2011, which is
available on the SEC’s website at www.sec.gov. Readers are cautioned not to
place undue reliance on these forward-looking statements, which speak only as
of the date thereof. Except as required by applicable law, Duff & Phelps
undertakes no obligation to update forward-looking statements to reflect
events or circumstances after the date thereof.


Duff & Phelps
Investor Relations:
Marty Dauer, +1-212-871-7700
Media Relations:
Alex Wolfe, +1-212-871-9087
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