Election Deadline for Eaton Vance Shareholders Set for February
24, 2021
Morgan Stanley (NYSE: MS) and Eaton Vance Corp. (NYSE: EV)
announced today that the companies currently expect to complete
Morgan Stanley’s acquisition of Eaton Vance on March 1, 2021
pursuant to the merger agreement dated as of October 7, 2020 (the
“Merger Agreement”). Completion of the transaction remains subject
to customary closing conditions.
In connection with the anticipated completion of the proposed
transaction, the deadline for Eaton Vance shareholders to elect the
form of merger consideration they desire to receive in the
transaction has been set for 5:00 p.m., Eastern Time, on February
24, 2021 (the “Election Deadline”). To make an election, all Eaton
Vance shareholders who have not previously made their cash, stock
or mixed consideration elections must submit their election forms,
together with a properly completed Notice of Guaranteed Delivery or
confirmation of book-entry transfer, with respect to their shares
so that such documents are received by Broadridge Corporate Issuer
Solutions, Inc., the exchange agent, at its designated office, by
the Election Deadline. Eaton Vance shareholders holding shares in
“street name” through a bank, brokerage or other nominee may have
an earlier election deadline than the Election Deadline and will
need to follow any procedures required by their street name holder,
or bank, broker or other nominee, who will make an election on
their behalf if they follow the street name holder’s, or bank’s,
broker’s or other nominee’s instructions. Eaton Vance shareholders
are encouraged to consult with their street name holder, or bank,
broker or other nominee as soon as possible regarding these
procedures.
In accordance with the Merger Agreement, Eaton Vance
shareholders whose election forms are not received in proper form
by the exchange agent by the Election Deadline will be deemed to
have made a mixed election, entitling them to receive, for each
share of Eaton Vance common stock held by such shareholders: a
combination of $28.25 in cash and 0.5833 of a share of Morgan
Stanley common stock (the “Mixed Consideration”).
Elections made by Eaton Vance shareholders to receive all cash
or all stock consideration will be subject to automatic proration
and adjustment, as applicable, to ensure that the total amount of
cash paid and the total number of shares of Morgan Stanley common
stock issued in the transaction is the same as what would be paid
and issued if all holders of Eaton Vance common stock were to
receive the Mixed Consideration at the effective time of the
transaction, as described in the Merger Agreement and in the
information statement/prospectus provided to Eaton Vance
shareholders. For purposes of determining the merger consideration
payable to Eaton Vance shareholders that have elected to receive
all cash or all stock consideration, the “Morgan Stanley Common
Stock Reference Price” and “Parent Common Stock Reference Price”
referenced in the election forms and Merger Agreement,
respectively, will be the volume-weighted average price, rounded to
four decimal places, of one share of Morgan Stanley common stock
for the ten consecutive trading days ending on the second full
trading day preceding the closing date, as calculated by using the
VWAP command for MS US Equity on the Bloomberg Terminal.
Beginning on January 29, 2021, election forms and accompanying
instructions were mailed to Eaton Vance shareholders of record as
of January 22, 2021. Eaton Vance shareholders, including those that
acquired their shares after January 22, 2021, may request copies of
these election materials and direct any questions regarding the
election materials or the Election Deadline to Morgan Stanley
Investor Relations at (212) 762-8131 or (646) 521-4714.
About Eaton Vance
Eaton Vance provides advanced investment strategies and wealth
management solutions to forward-thinking investors around the
world. Through principal investment affiliates Eaton Vance
Management, Parametric, Atlanta Capital, Calvert and Hexavest,
Eaton Vance offers a diversity of investment approaches,
encompassing bottom-up and top-down fundamental active management,
responsible investing, systematic investing and customized
implementation of client-specified portfolio exposures. As of
December 31, 2020, Eaton Vance had consolidated assets under
management of $583.1 billion. Exemplary service, timely innovation
and attractive returns across market cycles have been hallmarks of
Eaton Vance since 1924. For more information visit
eatonvance.com.
About Morgan Stanley
Morgan Stanley is a leading global financial services firm
providing a wide range of investment banking, securities, wealth
management and investment management services. With offices in more
than 41 countries, the Firm’s employees serve clients worldwide
including corporations, governments, institutions and individuals.
For further information about Morgan Stanley, please visit
www.morganstanley.com.
Important Information about the Transaction and Where to Find
It
In connection with the proposed transaction between Morgan
Stanley and Eaton Vance, Morgan Stanley and Eaton Vance will file
relevant materials with the Securities and Exchange Commission (the
“SEC”), including the Morgan Stanley registration statement on Form
S-4 (the “Registration Statement”) that included a preliminary
information statement of Eaton Vance and a prospectus of Morgan
Stanley, which became effective on January 29, 2021, and a final
information statement/prospectus filed with the SEC on January 29,
2021. INVESTORS AND SECURITY HOLDERS OF MORGAN STANLEY AND EATON
VANCE ARE URGED TO READ THESE MATERIALS AND ANY OTHER RELEVANT
DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS
ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN
THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION
AND RELATED MATTERS. Investors and security holders may obtain free
copies of documents filed with the SEC (when it becomes available),
as well as other filings containing information about Morgan
Stanley or Eaton Vance, without charge at the SEC’s Internet
website (http://www.sec.gov) or by contacting the investor
relations department of Morgan Stanley or Eaton Vance at the
following:
Morgan
Stanley
Eaton
Vance
1585 Broadway
Two International Place
New York, NY 10036
Boston, MA 02110
Media Relations: 212-761-2448
Media Relations: 617-672-8940
mediainquiries@morganstanley.com
rtice@eatonvance.com
Investor Relations: 1-212-762-8131
Investor Relations: 617-672-6744
investorrelations@morganstanley.com
esenay@eatonvance.com
Cautionary Statements Regarding Forward-Looking
Information
This communication contains “forward-looking statements” within
the meaning of the federal securities laws, including Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. In this context,
forward-looking statements often address expected future business
and financial performance and financial condition, and often
contain words such as “expect,” “anticipate,” “intend,” “plan,”
“believe,” “seek,” “see,” “will,” “would,” “target,” similar
expressions, and variations or negatives of these words.
Forward-looking statements by their nature address matters that
are, to different degrees, uncertain, such as statements about the
consummation of the proposed transaction and the anticipated
benefits thereof. All such forward-looking statements are subject
to risks, uncertainties and assumptions that could cause actual
results to differ materially from those expressed in such
forward-looking statements. Important risk factors that may cause
such a difference include, but are not limited to, (i) the
completion of the proposed transaction on anticipated terms and
timing, including obtaining required regulatory approvals,
anticipated tax treatment, unforeseen liabilities, future capital
expenditures, revenues, expenses, earnings, synergies, economic
performance, indebtedness, financial condition, losses, future
prospects, business and management strategies for the management,
expansion and growth of the combined company’s operations and other
conditions to the completion of the acquisition, including the
possibility that any of the anticipated benefits of the proposed
transaction will not be realized or will not be realized within the
expected time period, (ii) the ability of Morgan Stanley and Eaton
Vance to integrate the business successfully and to achieve
anticipated synergies, risks and costs, (iii) potential litigation
relating to the proposed transaction that could be instituted
against Morgan Stanley, Eaton Vance or their respective directors,
(iv) the risk that disruptions from the proposed transaction will
harm Morgan Stanley’s and Eaton Vance’s business, including current
plans and operations, (v) the ability of Morgan Stanley or Eaton
Vance to retain and hire key personnel, (vi) potential adverse
reactions or changes to business relationships resulting from the
announcement or completion of the acquisition, (vii) continued
availability of capital and financing and rating agency actions,
(viii) legislative, regulatory and economic developments, (ix)
potential business uncertainty, including changes to existing
business relationships, during the pendency of the acquisition that
could affect Morgan Stanley’s and/or Eaton Vance’s financial
performance, (x) certain restrictions during the pendency of the
acquisition that may impact Morgan Stanley’s or Eaton Vance’s
ability to pursue certain business opportunities or strategic
transactions, (xi) unpredictability and severity of catastrophic
events, including, but not limited to, acts of terrorism or
outbreak of war or hostilities, as well as Morgan Stanley’s or
Eaton Vance’s management’s response to any of the aforementioned
factors, (xii) dilution caused by Morgan Stanley’s issuance of
additional shares of its common stock in connection with the
proposed transaction, (xiii) the possibility that the transaction
may be more expensive to complete than anticipated, including as a
result of unexpected factors or events, (xiv) those risks described
in Item 1A of Morgan Stanley’s most recently filed Annual Report on
Form 10-K and subsequent reports on Forms 10-Q and 8-K, (xv) those
risks described in Item 1A of Eaton Vance’s most recently filed
Annual Report on Form 10-K and subsequent reports on Forms 8-K and
(xvi) those risks described in the Registration Statement available
from the sources indicated above. These risks, as well as other
risks associated with the proposed acquisition, are more fully
discussed in the Registration Statement. While the list of factors
presented here is, and the list of factors presented in the
Registration Statement is considered representative, no such list
should be considered to be a complete statement of all potential
risks and uncertainties. Unlisted factors may present significant
additional obstacles to the realization of forward-looking
statements. Consequences of material differences in results as
compared with those anticipated in the forward-looking statements
could include, among other things, business disruption, operational
problems, financial loss, legal liability to third parties and
similar risks, any of which could have a material adverse effect on
Morgan Stanley’s or Eaton Vance’s consolidated financial condition,
results of operations, credit rating or liquidity. Neither Morgan
Stanley nor Eaton Vance assumes any obligation to publicly provide
revisions or updates to any forward-looking statements, whether as
a result of new information, future developments or otherwise,
should circumstances change, except as otherwise required by
securities and other applicable laws.
No Offer or Solicitation
This communication is for informational purposes and is not
intended to, and shall not, constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities or a solicitation of any vote of approval, nor
shall there be any sale of securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction.
CRC 3458883 02/2021
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Morgan Stanley 1585 Broadway New
York, NY 10036 Media Relations: 212-761-2448
mediainquiries@morganstanley.com Investor Relations: 1-212-762-8131
investorrelations@morganstanley.com
Eaton Vance Two International Place
Boston, MA 02110 Media Relations: 617-672-8940 rtice@eatonvance.com
Investor Relations: 617-672-6744 esenay@eatonvance.com
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