ClearBridge Investments Issues Letter To Board Of Directors Of Duff & Phelps Corporation

 ClearBridge Investments Issues Letter To Board Of Directors Of Duff & Phelps
                                 Corporation

PR Newswire

NEW YORK, Jan. 31, 2013

NEW YORK, Jan. 31, 2013 /PRNewswire/ --ClearBridge Investments today urged
the Board of Directors of Duff & Phelps Corporation (NYSE: DUF) to negotiate
in the best interests of shareholders with respect to their offer to take the
firm private. The text of the letter from ClearBridge Investments follows.

The Board of Directors
Duff & Phelps Corporation
c/o Noah Gottdiener
Chief Executive, President and Chairman
55 East 52^nd Street
New York, NY 10055

January 24, 2013

Dear Mr. Gottdiener,

ClearBridge Investments has been a long-term shareholder of Duff & Phelps
Corporation. We believe management has built a high quality platform,
demonstrating superior financial metrics and discipline in the financial
advisory sector, with excellent long-term growth prospects.

During several conversations with you and CFO Pat Puzzuoli, ClearBridge has
been supportive of management's ambitions to improve operating profitability
while selectively acquiring talent and congruent businesses to grow
shareholder value.

While the company has made several acquisitions consonant with those long-term
goals, the repeated secondary placements (approximately $270 million of equity
offerings since 2009) of stock depressed valuation consistently below the
September 2007 initial public offering price ($16 per share.) As a result,
the December 30, 2012 announcement of the proposed acquisition, by a Carlyle
Group led consortium with participation by management, at $15.55 per share,
substantially undervalues the business in our view.

The Board and management may be factually accurate that the offer is at a
19.2% premium to the December 28, 2012 closing price and a 27.3% premium to
volume weighted average share price in the prior thirty days. Yet the
difficult reality is that the stock price had deteriorated for many months and
was likely depressed further by year-end tax selling.

The offer neither exceeds the stock price highs of 2012 ($16.20) let alone the
peaks of 2009 in the low $20s per share. With the repeated overhang from
secondary sellers now largely complete, the stock has been poised for a strong
rebound and broader recognition by institutional investors.

In our view, the company generates substantial free cash flows and returns on
capital which have been largely overlooked and underappreciated by equity
investors, but which will now be captured by the private equity group.
Further, the transaction as proposed is eminently financeable and will provide
outstanding returns on capital for the non-public shareholders, to the
detriment of current Duff & Phelps public shareholders.

While we can appreciate that managing a company out of the public marketplace
may be consistent with long-term management goals, it is the fiduciary duty of
Duff & Phelps's management and Board to negotiate in good faith and act in the
best interest of Duff's public shareholders. 

We urge the Board and its advisors to exhaustively pursue all alternatives,
including a higher offer price, during the "go shop" period which would reward
the long-term shareholders of Duff & Phelps who have endured significant
underperformance and opportunity cost over the past five years. Please be in
touch with us at your earliest convenience to discuss these issues.

Sincerely,

Aram Green        Jeffrey Russell, CFA
Managing Director Managing Director

About ClearBridge Investments

ClearBridge Investments is a global equity-focused manager with approximately
$57.2 billion in assets under management, as of December 31, 2012.
Established in 2005 with a legacy that dates back over 45 years, ClearBridge's
long-tenured portfolio managers and fundamental research team focus on
building equity portfolios for clients who seek income solutions, high active
share or low volatility. Owned by Legg Mason, ClearBridge operates with
investment independence from headquarters in New York and offices in San
Francisco and Wilmington.

SOURCE Legg Mason, Inc.

Website: http://www.leggmason.com
Contact: Maria Rosati, +1-212-805-6036, mrosati@leggmason.com
 
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