Duff & Phelps Corporation Announces Expiration of the “Go-Shop” Period

  Duff & Phelps Corporation Announces Expiration of the “Go-Shop” Period

Business Wire

NEW YORK -- February 11, 2013

Duff & Phelps Corporation (NYSE: DUF) (the “Company”), a leading independent
financial advisory and investment banking firm, announced today that,
following the expiration of the “go-shop” period provided for in its
previously announced merger agreement with a Consortium comprising controlled
affiliates of or funds managed by The Carlyle Group, Stone Point Capital LLC,
Pictet & Cie and Edmond de Rothschild Group, the Company did not receive any
alternative acquisition proposals from third parties. The Company remains
committed to the Consortium’s proposal to acquire the Company for $15.55 per
share in cash in a transaction valued at approximately $665.5 million.

Under the merger agreement, the Company and its representatives had the right
to solicit and negotiate alternative acquisition proposals from third parties
during a “go-shop” period that began on December 30, 2012 and expired at 11:59
p.m. EST on February 8, 2013. During the “go-shop” period, Centerview
Partners, the Company’s financial advisor, with the direction of the
Transaction Committee of the Board of Directors, comprised of independent
Directors, undertook a broad solicitation effort, contacting 27 potential
acquirers believed to have potential strategic or financial interest in an
alternative transaction to the transaction with the Consortium. These
proactive contacts resulted in 5 parties negotiating and entering into
confidentiality agreements with the Company, although no alternative
acquisition proposals from third parties were received.

Starting at 12:00 a.m. on February 9, 2013, the Company became subject to
customary “no-shop” provisions that limit its ability to solicit alternative
acquisition proposals from third parties or to provide confidential
information to third parties, subject to a “fiduciary out” provision that
allows the Company to provide information and participate in discussions with
respect to certain unsolicited written acquisition proposals and to terminate
the merger agreement and enter into an alternative acquisition agreement with
respect to a superior proposal in compliance with the terms of the merger
agreement.

The transaction is expected to close in the first half of 2013, subject to
customary closing conditions — including receipt of stockholder and regulatory
approvals. The Federal Trade Commission granted early termination of the
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976
in connection with the merger as of January 25, 2013. Following completion of
the transaction, the Company will become a privately held company owned by the
Consortium and its stock will no longer trade on the New York Stock Exchange.

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, the Company filed a preliminary
proxy statement and related materials with the Securities and Exchange
Commission (the "SEC"). When completed, the Company intends to file a
definitive proxy statement with the SEC and mail it to its stockholders.
Stockholders of the Company are urged to read the preliminary proxy statement
and, when they become available, the definitive proxy statement and the other
relevant materials because they contain or will contain important information
about the Company, the Consortium, the proposed transaction and related
matters. STOCKHOLDERS ARE URGED TO CAREFULLY READ THE DEFINITIVE PROXY
STATEMENT AND THE OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BEFORE
MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED MERGER.
The definitive proxy statement and other relevant materials (when available),
and any and all documents filed by the Company 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 the Company by directing a written request to the Company, Attention
Corporate Secretary, 55 East 52 Street, Floor 31, New York, NY 10055.

This announcement is neither a solicitation of proxies, an offer to purchase
nor a solicitation of an offer to sell shares of the Company. The Company, its
executive officers and directors may be deemed to be participants in the
solicitation of proxies from the security holders of the Company in connection
with the proposed merger. Information about those executive officers and
directors of the Company and their ownership of the Company’s common stock is
set forth in Company’s 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 the Company by contacting Duff & Phelps
Corporation, 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 is included
in the preliminary proxy statement filed with the SEC and will be included in
the definitive proxy statement that the Company 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) the Company 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 the Company may suffer as a result of uncertainty surrounding the
transaction; (5) the outcome of any legal proceedings related to the
transaction; (6) the Company 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 the Company 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, the Company
undertakes no obligation to update forward-looking statements to reflect
events or circumstances after the date thereof.

Contact:

Duff & Phelps
Investor Relations
Marty Dauer, 212-871-7700
investor.relations@duffandphelps.com
or
Media Relations
Alex Wolfe, 212-871-9087
alex.wolfe@duffandphelps.com
 
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