Sculptor Board of Directors Recommends
Stockholders to Vote “FOR” the Proposed Transaction at Special
Meeting of Stockholders on November 16, 2023
Sculptor Capital Management Inc. (NYSE: SCU) (“Sculptor”) today
announced that leading proxy advisory firms Institutional
Shareholder Services (“ISS”) and Glass Lewis & Co. (“Glass
Lewis’) recommend that Sculptor stockholders vote “FOR” its
proposed merger with Rithm Capital Corp. (NYSE: RITM) (“Rithm”) at
Sculptor’s special meeting of stockholders (the “Special Meeting”)
to be held on November 16, 2023.
Marcy Engel, Chair of the Board of Directors of Sculptor,
stated, “We are pleased that the two leading proxy advisory firms,
ISS and Glass Lewis, have recommended that stockholders vote “FOR”
our proposed transaction by Rithm, which will deliver immediate and
certain value for stockholders. We urge Sculptor stockholders to
vote in favor of this compelling transaction at the Special Meeting
on November 16, 2023.”
In making its recommendation, ISS* noted:
- “Given the premium to the unaffected price, downside risk in
the event of non-approval, and the cash form of consideration,
which provides liquidity and certainty of value for SCU
shareholders, support for the transaction is warranted.”
In making its recommendation, Glass Lewis* noted:
- “[W]e believe the proposed Rithm transaction currently
represents the most viable option to maximize shareholder
value.”
*Sculptor has neither sought nor obtained consent from ISS or
Glass Lewis to use previously published information in this press
release.
Sculptor’s Board of
Directors strongly encourages stockholders to follow ISS’ and Glass
Lewis’ recommendations and vote “FOR” the proposed merger at the
Special Meeting.
Your Vote Is Important, No
Matter How Many or How Few Shares You Own!
Please vote today by telephone,
via the Internet or
by signing, dating and returning
the enclosed proxy card.
Simply follow the easy
instructions on the proxy card.
If you have questions about how
to vote your shares, please contact:
INNISFREE M&A
INCORPORATED
Shareholders May Call
Toll-free: (888) 750-5834
Banks and Brokers May Call
Collect: (212) 750-5833
Advisors
PJT Partners acted as financial advisor and Latham & Watkins
LLP acted as legal counsel the special committee of independent
members of the Sculptor’s Board of Directors. J.P. Morgan
Securities LLC acted as financial advisor and Ropes & Gray LLP
acted as legal counsel to Sculptor.
About Sculptor
Sculptor is a leading global alternative asset manager and a
specialist in opportunistic investing. For over 25 years, Sculptor
has pursued consistent outperformance by building an operating
model and culture which balance the ability to act swiftly on
market opportunity with rigorous diligence that minimizes risk.
Sculptor’s model is driven by a global team that is predominantly
home-grown, long tenured and incentivized to put client outcomes
first. With offices in New York, London and Hong Kong, Sculptor
invests across credit, real estate and multi-strategy platforms in
all major geographies. As of October 1, 2023, Sculptor had
approximately $33.6 billion in assets under management.
Additional Information About the Transaction and Where to
Find It
This press release relates to a proposed transaction between
Rithm and Sculptor. In connection with the proposed transaction,
Sculptor has filed with the SEC and mailed or otherwise provided to
its stockholders a proxy statement regarding the proposed
transaction. Sculptor may also file other documents with the SEC
regarding the proposed transaction. BEFORE MAKING ANY VOTING
DECISION, SCULPTOR’S STOCKHOLDERS ARE URGED TO CAREFULLY READ THE
PROXY STATEMENT IN ITS ENTIRETY AND ANY OTHER DOCUMENTS FILED WITH
THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED
BY REFERENCE THEREIN BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE
PROPOSED TRANSACTION. Investors and security holders may obtain a
free copy of the proxy statement and other documents containing
information about Sculptor and the proposed transaction, once such
documents are filed with the SEC (when available) from the SEC’s
website at www.sec.gov and Sculptor’s website at www.sculptor.com.
In addition, the proxy statement and other documents filed by
Sculptor with, or furnished to, the SEC (when available) may be
obtained from Sculptor free of charge by directing a request to
Sculptor’s Investor Relations at
investorrelations@sculptor.com.
Participants in the Solicitation
Sculptor and certain of its directors, executive officers and
employees may be considered to be participants in the solicitation
of proxies from Sculptor’s stockholders in connection with the
proposed transaction. Information regarding the persons who may,
under the rules of the SEC, be deemed participants in the
solicitation of the stockholders of Sculptor in connection with the
proposed transaction, including a description of their respective
direct or indirect interests, by security holdings or otherwise is
included in the proxy statement filed with the SEC. You may also
find additional information about Sculptor’s directors and
executive officers in Sculptor’s proxy statement for its 2023
Annual Meeting of Stockholders, which was filed with the SEC on
April 28, 2023. You can obtain a free copy of this document from
Sculptor using the contact information above.
No Offer or Solicitation
This press release is for information purposes only and is not
intended to and does not constitute, or form part of, an offer,
invitation or the solicitation of an offer or invitation to
purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities, or the solicitation of any vote or
approval in any jurisdiction, pursuant to the proposed transaction
or otherwise, nor shall there be any sale, issuance or transfer of
securities in any jurisdiction in contravention of applicable law.
The proposed transaction will be implemented solely pursuant to the
terms and conditions of the merger agreement, which contain the
full terms and conditions of the proposed transaction.
Cautionary Note Regarding Forward-Looking Statements
The communication contains statements which may constitute
“forward-looking statements” made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995,
including, but not limited to, statements regarding the proposed
transaction. All statements, other than statements of current or
historical fact, contained in this communication may be
forward-looking statements. Without limiting the foregoing, the
words “believes,” “anticipates,” “plans,” “expects,” “may,”
“should,” “could,” “estimate,” “intend” (or the negative of these
terms) and other similar expressions are intended to identify
forward-looking statements. These statements represent Sculptor’s
current expectations regarding future events and are subject to a
number of assumptions, trends, risks and uncertainties, many of
which are beyond Sculptor’s control, which could cause actual
results to differ materially from those described in the
forward-looking statements. Accordingly, you should not place undue
reliance on any forward-looking statements contained herein. For a
discussion of some of the risks and important factors that could
affect such forward-looking statements, see the sections entitled
“Forward Looking Statements,” “Risk Factors” and “Management’s
Discussion and Analysis of Financial Condition and Results of
Operations” in Sculptor’s most recent annual and quarterly reports
and other filings filed with the SEC, which are available on
Sculptor’s website (www.sculptor.com).
Factors that could cause actual results and outcomes to differ
materially from any future results or outcomes expressed or implied
include, but are not limited to, the following risks relating to
the proposed transaction: the occurrence of any event, change, or
other circumstances that could give rise to the termination of the
merger agreement; the satisfaction of closing conditions to the
transaction on a timely basis or at all, including the ability to
obtain stockholder approval; uncertainties as to the timing of the
transaction; litigation relating to the transaction; the impact of
the transaction on Sculptor’s business operations (including the
threatened or actual loss of employees, clients or suppliers);
incurrence of unexpected costs and expenses in connection with the
transaction; and financial or other setbacks if the transaction
encounters unanticipated problems. Other important factors that
could cause actual results to differ materially from those
expressed or implied include, but are not limited to, risks related
to changes in the financial, equity and debt markets, risks related
to political, economic and market conditions and other risks
discussed and identified in public filings made by Sculptor with
the SEC.
New risks and uncertainties emerge from time to time, and it is
not possible for Sculptor to predict or assess the impact of every
factor that may cause its actual results to differ from those
contained in any forward-looking statements. Forward-looking
statements contained herein speak only as of the date of this
communication, and Sculptor expressly disclaims any obligation to
release publicly any updates or revisions to any forward-looking
statements contained herein to reflect any change in Sculptor’s
expectations with regard thereto or change in events, conditions or
circumstances on which any statement is based.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20231103402288/en/
Shareholder Services Ellen Conti Sculptor 212-719-7381
investorrelations@sculptor.com Media Jonathan Gasthalter Gasthalter
& Co. 212-257-4170 sculptor@gasthalter.com
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