UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934
(Rule
14a-101)
Filed
by the Registrant [X] Filed by a Party other than the Registrant [ ]
Check
the appropriate box:
[ ]
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Preliminary
Proxy Statement
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[ ]
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Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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[ ]
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Definitive
Proxy Statement
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[X]
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Definitive
Additional Materials
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[ ]
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Soliciting
Material Pursuant to §240.14a-12
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LADENBURG
THALMANN FINANCIAL SERVICES INC.
(Name
of Registrant as Specified in Its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
[ ]
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No
fee required.
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[ ]
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title
of each class of securities to which transaction applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4)
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Proposed
maximum aggregate value of transaction:
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(5)
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Total
fee paid:
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[X]
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Fee
paid previously with preliminary materials.
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[ ]
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Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date
of its filing.
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(1)
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Amount
Previously Paid:
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(2)
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Form,
Schedule or Registration Statement No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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EXPLANATORY
NOTE
Commencing
on January 6, 2020, AG Artemis Holdings, L.P. sent the following
letters to certain employees and financial advisors, respectively, of Ladenburg Thalmann Financial Services Inc. and its subsidiaries:
*
* * * *
PRELIMINARY
NON-BINDING SOLICITATION OF INDICATIONS OF INTEREST (Employee Form)
Dear
(employee name),
We
are excited about the Advisor Group’s pending announced acquisition of Ladenburg Thalmann. We believe it will create an
industry leader with approximately 11,300 financial advisors and over $450 billion in client assets. We also believe the combined
company will form the leading multi-custodial and multi-clearing network of firms, supporting financial advisors through multiple
distinct brands, business models and cultures. Following the acquisition, the ultimate parent of Advisor Group and Ladenburg Thalmann
will be AG Artemis Holdings, L.P., a Delaware limited partnership. The purpose of this communication is to solicit preliminary
non-binding indications of interest, if any, in investing in AG Artemis Holdings, L.P.
Based
on your income, we believe you qualify as an accredited investor and, as a valued employee of the Ladenburg Thalmann companies,
in connection with the close of Advisor Group’s purchase of Ladenburg Thalmann, you may be offered the opportunity to invest
in AG Artemis Holdings, L.P. Solicitations of preliminary non-binding indications of interest are only being sent to certain employees
and advisors that we believe are accredited investors and will be either employed by or affiliated with Advisor Group Holdings
on the date of closing of the acquisition of Ladenburg Thalmann.
The
offer to purchase AG Artemis Holdings, L.P. limited partnership interests will only be made pursuant to an Offering Memorandum,
which will be forthcoming. You should carefully review the Offering Memorandum and consult with professional financial and tax
advisors before investing as it will contain certain risk factors and discuss illiquidity and other restrictions regarding the
interests. The Offering Memorandum will contain a description of these matters and other important information about AG Artemis
Holdings, L.P. and should be read carefully before investing.
At
this point, we are seeking only a preliminary non-binding indication of your interest, if any, in investing in AG Artemis Holdings,
L.P. The offering will be made with a minimum initial investment of $25,000 and your investment would be funded in cash and/or
from proceeds, if any, that you are entitled to receive in connection with the acquisition closing. To the extent that you currently
hold shares of common stock in Ladenburg Thalmann, please also provide us with information on the number of shares that you own
so we can provide you with additional information about funding logistics.
Please
reply to this email prior to January 14, 2020 with (i) the dollar amount you may wish to invest subject to receiving and reviewing
the Offering Memorandum and executing the applicable subscription documents, (ii) the expected source of funding for your investment,
(iii) if you own shares of common stock in Ladenburg Thalmann, the number of shares that you currently own and (iv) that you are
an “accredited investor” (as defined in Rule 501 of Regulation under the Securities Act of 1933, as amended).
Should you have any questions, you can
reply to this email or email questions directly to agequity@advisorgroup.com.
Sincerely,
AG
Artemis Holdings, L.P.
THIS
EMAIL AND ANY COMMUNICATION OF WHICH IT FORMS A PART ARE NEITHER AN OFFER TO SELL, NOR A SOLICITATION OF AN OFFER TO PURCHASE,
ANY SECURITIES. NO SALES OF THE SECURITIES WILL BE MADE OR COMMITMENT TO PURCHASE ACCEPTED UNTIL THE DELIVERY OF AN OFFERING MEMORANDUM
THAT INCLUDES ADDITIONAL INFORMATION ABOUT THE COMBINATION OF ADVISOR GROUP AND LADENBURG THALMANN AND THE OFFERING OF THE LIMITED
PARTNERSHIP INTERESTS OF AG ARTEMIS HOLDINGS, L.P. AG ARTEMIS HOLDINGS, L.P. MAY DETERMINE, IN ITS SOLE DISCRETION, WHETHER TO
OFFER PARTNERSHIP INTERESTS TO ANY PERSON AND THE TERMS AND CONDITIONS APPLICABLE TO ANY SUCH OFFERING OF PARTNERSHIP INTERESTS.
A
PRELIMINARY NON-BINDING INDICATION OF INTEREST MADE BY A PROSPECTIVE INVESTOR INVOLVES NO OBLIGATION OR COMMITMENT OF ANY KIND
BY THE PROSPECTIVE INVESTOR, ADVISOR GROUP, LADENBURG THALMANN OR AG ARTEMIS HOLDINGS, L.P. THE OFFERING, IF ANY, WILL BE MADE
PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE FEDERAL AND STATE SECURITIES LAWS.
Please
note that this email includes forward-looking statements, which relate to future events or future performance or financial condition.
Words such as “believe”, “intend”, “expect”, “project”, “anticipate”
and “future” or similar expressions are intended to identify forward-looking statements. These statements are not
guarantees of future EVENTS, performance, condition or results and involve a number of risks and uncertainties. Actual results
may differ materially from those in the forward-looking statements as a result of a number of factors.
This
email is being provided on a confidential basis and is intended solely for the information of the person(s) to whom it has been
transmitted. This e-mail and any related materials are not intended for distribution to or use by any person or entity in any
jurisdiction or country where such distribution or use would be contrary to applicable law or regulations.
Additional
Information and Where to Find It
This
document may be deemed to be solicitation material in respect of the proposed merger (the “Merger”) between
Ladenburg Thalmann Financial Services Inc. (“Ladenburg” or the “Company”) and Harvest Merger
Sub, Inc. (“Merger Sub”), a wholly owned subsidiary of Advisor Group Holdings, Inc. (“Advisor Group”),
and other transactions contemplated by the Agreement and Plan of Merger, dated as of November 11, 2019 (the “Merger Agreement”),
by and among Ladenburg, Advisor Group and Merger Sub. In connection with the Merger, the Company has filed relevant materials
with the SEC, including the Definitive Proxy Statement filed on December 26, 2019.
INVESTORS AND SHAREHOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE DEFINITIVE
PROXY STATEMENT, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. Investors and shareholders are able
to obtain copies of the documents free of charge at the SEC’s website (http://www.sec.gov). Investors and shareholders
may also obtain copies of documents filed by the Company with the SEC by contacting the Company at Investor Relations, Ladenburg
Thalmann Financial Services Inc., 4400 Biscayne Boulevard, 12th Floor, Miami, Florida 33137, by email at CorporateRelations@ladenburg.com,
or by visiting the Company’s website (http://ir.stockpr.com/ladenburg).
Participants
in Solicitation
The
Company and its directors, executive officers and other members of management and employees may be deemed to be participants in
the solicitation of proxies from the holders of shares of the Company’s Common Stock (“Shares”) in connection
with the proposed Merger. Information about the Company’s directors and executive officers is available in the Company’s
proxy statement for its 2019 Annual Meeting of Shareholders, which was filed with the SEC on April 30, 2019. Other information
regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings
or otherwise, is contained in the Definitive Proxy Statement and other relevant materials filed with the SEC regarding the proposed
Merger. Investors and shareholders should read the Definitive Proxy Statement carefully before making any investment or voting
decisions.
Forward-looking
Statements
This
document may contain forward-looking statements. Forward-looking statements are only predictions and involve known and unknown
risks and uncertainties, many of which are beyond Ladenburg’s and Advisor Group’s control. Important risk factors
could cause actual future results and other future events to differ materially from those currently estimated, including, but
not limited to: (i) the timing to consummate the proposed Merger; (ii) the risk that a condition to closing of the proposed
Merger may not be satisfied and the Merger may not close; (iii) the risk that a regulatory approval that may be required
for the proposed Merger is delayed, is not obtained or is obtained subject to conditions that are not anticipated; (iv) the
risk that a sufficient number of Shares are not voted in favor of the proposed Merger; (v) the occurrence of any event, change
or other circumstance that could give rise to the termination of the Merger Agreement; (vi) the effect of the announcement or
pendency of the Merger on Ladenburg’s business relationships, operating results, and business generally; (vii) risks that
the proposed Merger disrupts current operations of Ladenburg and potential difficulties in Ladenburg employee retention as a result
of the Merger; (viii) risks related to diverting management’s attention from the Ladenburg’s ongoing business operations;
(ix) the outcome of any legal proceedings that may be instituted against Ladenburg related to the Merger Agreement or the Merger;
and (x) the amount of the costs, fees, expenses and other charges related to the Merger. Readers should carefully review the risks
and uncertainties disclosed in Ladenburg’s reports with the SEC, including those set forth in Part I, “Item 1A. Risk
Factors” in Ladenburg’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 and in subsequent Quarterly
Reports on Form 10-Q and other reports or documents Ladenburg’s files with, or furnishes to, the SEC from time to time.
PRELIMINARY
NON-BINDING SOLICITATION OF INDICATIONS OF INTEREST (Advisor Form)
Dear
(Advisor),
We
are excited about the Advisor Group’s pending announced acquisition of Ladenburg Thalmann. We believe it will create an
industry leader with approximately 11,300 financial advisors and over $450 billion in client assets. We also believe the combined
company will form the leading multi-custodial and multi-clearing network of firms, supporting financial advisors through multiple
distinct brands, business models and cultures. Following the acquisition, the ultimate parent of Advisor Group and Ladenburg Thalmann
will be AG Artemis Holdings, L.P., a Delaware limited partnership. The purpose of this communication is to solicit preliminary
non-binding indications of interest, if any, in investing in AG Artemis Holdings, L.P.
Based
on your GDC, we believe you qualify as an accredited investor and, as a valued advisor affiliated with the Ladenburg Thalmann
companies, in connection with the close of Advisor Group’s purchase of Ladenburg Thalmann, you may be offered the opportunity
to invest in AG Artemis Holdings, L.P. Solicitations of preliminary non-binding indications of interest are only being sent to
certain employees and advisors that we believe are accredited investors and will be either employed by or affiliated with Advisor
Group Holdings on the date of closing of the acquisition of Ladenburg Thalmann.
The
offer to purchase AG Artemis Holdings, L.P. limited partnership interests will only be made pursuant to an Offering Memorandum,
which will be forthcoming. You should carefully review the Offering Memorandum and consult with professional financial and tax
advisors before investing as it will contain certain risk factors and discuss illiquidity and other restrictions regarding the
interests. The Offering Memorandum will contain a description of these matters and other important information about AG Artemis
Holdings, L.P. and should be read carefully before investing.
At
this point, we are seeking only a preliminary non-binding indication of your interest, if any, in investing in AG Artemis Holdings,
L.P. The offering will be made with a minimum initial investment of $75,000 and your investment would be funded in cash and/or
from proceeds, if any, that you are entitled to receive in connection with the acquisition closing. To the extent that you currently
hold shares of common stock in Ladenburg Thalmann, please also provide us with information on the number of shares that you own
so we can provide you with additional information about funding logistics.
Please
reply to this email prior to January 14, 2020 with (i) the dollar amount you may wish to invest subject to receiving and reviewing
the Offering Memorandum and executing the applicable subscription documents, (ii) the expected source of funding for your investment,
(iii) if you own shares of common stock in Ladenburg Thalmann, the number of shares that you currently own and (iv) that you are
an “accredited investor” (as defined in Rule 501 of Regulation under the Securities Act of 1933, as amended).
Should you have any questions, you can
reply to this email or email questions directly to agequity@advisorgroup.com.
Sincerely,
AG
Artemis Holdings, L.P.
THIS
EMAIL AND ANY COMMUNICATION OF WHICH IT FORMS A PART ARE NEITHER AN OFFER TO SELL, NOR A SOLICITATION OF AN OFFER TO PURCHASE,
ANY SECURITIES. NO SALES OF THE SECURITIES WILL BE MADE OR COMMITMENT TO PURCHASE ACCEPTED UNTIL THE DELIVERY OF AN OFFERING MEMORANDUM
THAT INCLUDES ADDITIONAL INFORMATION ABOUT THE COMBINATION OF ADVISOR GROUP AND LADENBURG THALMANN AND THE OFFERING OF THE LIMITED
PARTNERSHIP INTERESTS OF AG ARTEMIS HOLDINGS, L.P. AG ARTEMIS HOLDINGS, L.P. MAY DETERMINE, IN ITS SOLE DISCRETION, WHETHER TO
OFFER PARTNERSHIP INTERESTS TO ANY PERSON AND THE TERMS AND CONDITIONS APPLICABLE TO ANY SUCH OFFERING OF PARTNERSHIP INTERESTS.
A
PRELIMINARY NON-BINDING INDICATION OF INTEREST MADE BY A PROSPECTIVE INVESTOR INVOLVES NO OBLIGATION OR COMMITMENT OF ANY KIND
BY THE PROSPECTIVE INVESTOR, ADVISOR GROUP, LADENBURG THALMANN OR AG ARTEMIS HOLDINGS, L.P. THE OFFERING, IF ANY, WILL BE MADE
PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE FEDERAL AND STATE SECURITIES LAWS.
Please
note that this email includes forward-looking statements, which relate to future events or future performance or financial condition.
Words such as “believe”, “intend”, “expect”, “project”, “anticipate”
and “future” or similar expressions are intended to identify forward-looking statements. These statements are not
guarantees of future EVENTS, performance, condition or results and involve a number of risks and uncertainties. Actual results
may differ materially from those in the forward-looking statements as a result of a number of factors.
This
email is being provided on a confidential basis and is intended solely for the information of the person(s) to whom it has been
transmitted. This e-mail and any related materials are not intended for distribution to or use by any person or entity in any
jurisdiction or country where such distribution or use would be contrary to applicable law or regulations.
Additional
Information and Where to Find It
This
document may be deemed to be solicitation material in respect of the proposed merger (the “Merger”) between
Ladenburg Thalmann Financial Services Inc. (“Ladenburg” or the “Company”) and Harvest Merger
Sub, Inc. (“Merger Sub”), a wholly owned subsidiary of Advisor Group Holdings, Inc. (“Advisor Group”),
and other transactions contemplated by the Agreement and Plan of Merger, dated as of November 11, 2019 (the “Merger Agreement”),
by and among Ladenburg, Advisor Group and Merger Sub. In connection with the Merger, the Company has filed relevant materials
with the SEC, including the Definitive Proxy Statement filed on December 26, 2019.
INVESTORS AND SHAREHOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE DEFINITIVE
PROXY STATEMENT, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. Investors and shareholders are able
to obtain copies of the documents free of charge at the SEC’s website (http://www.sec.gov). Investors and shareholders
may also obtain copies of documents filed by the Company with the SEC by contacting the Company at Investor Relations, Ladenburg
Thalmann Financial Services Inc., 4400 Biscayne Boulevard, 12th Floor, Miami, Florida 33137, by email at CorporateRelations@ladenburg.com,
or by visiting the Company’s website (http://ir.stockpr.com/ladenburg).
Participants
in Solicitation
The
Company and its directors, executive officers and other members of management and employees may be deemed to be participants in
the solicitation of proxies from the holders of shares of the Company’s Common Stock (“Shares”) in connection
with the proposed Merger. Information about the Company’s directors and executive officers is available in the Company’s
proxy statement for its 2019 Annual Meeting of Shareholders, which was filed with the SEC on April 30, 2019. Other information
regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings
or otherwise, is contained in the Definitive Proxy Statement and other relevant materials filed with the SEC regarding the proposed
Merger. Investors and shareholders should read the Definitive Proxy Statement carefully before making any investment or voting
decisions.
Forward-looking
Statements
This
document may contain forward-looking statements. Forward-looking statements are only predictions and involve known and unknown
risks and uncertainties, many of which are beyond Ladenburg’s and Advisor Group’s control. Important risk factors
could cause actual future results and other future events to differ materially from those currently estimated, including, but
not limited to: (i) the timing to consummate the proposed Merger; (ii) the risk that a condition to closing of the proposed
Merger may not be satisfied and the Merger may not close; (iii) the risk that a regulatory approval that may be required
for the proposed Merger is delayed, is not obtained or is obtained subject to conditions that are not anticipated; (iv) the
risk that a sufficient number of Shares are not voted in favor of the proposed Merger; (v) the occurrence of any event, change
or other circumstance that could give rise to the termination of the Merger Agreement; (vi) the effect of the announcement or
pendency of the Merger on Ladenburg’s business relationships, operating results, and business generally; (vii) risks that
the proposed Merger disrupts current operations of Ladenburg and potential difficulties in Ladenburg employee retention as a result
of the Merger; (viii) risks related to diverting management’s attention from the Ladenburg’s ongoing business operations;
(ix) the outcome of any legal proceedings that may be instituted against Ladenburg related to the Merger Agreement or the Merger;
and (x) the amount of the costs, fees, expenses and other charges related to the Merger. Readers should carefully review the risks
and uncertainties disclosed in Ladenburg’s reports with the SEC, including those set forth in Part I, “Item 1A. Risk
Factors” in Ladenburg’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 and in subsequent Quarterly
Reports on Form 10-Q and other reports or documents Ladenburg’s files with, or furnishes to, the SEC from time to time.
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