On December 19, 2016, founder John Calamos and CEO John Koudounis announced they have agreed in principle to acquire Calamos Asset Management, Inc.
In October, Mr. Calamos and Mr. Koudounis expressed an interest in a possible acquisition that would make Calamos Asset Management, Inc. (“CAM”) a privately owned asset manager. In response to Mr. Calamos and Mr.Koudounis’ proposal, CAM’s Board of Directors formed an independent Special Committee to review the possible transaction along with other possible options available to CAM, including remaining a public company. After review, the Special Committee unanimously approved the proposed transaction, subject to a mutually acceptable merger agreement.
Mr.Calamos and Mr.Koudounis have formed an entity (the “Acquirer”) to purchase CAM. The agreement in principal is that the Acquirer will commence a tender offer to acquire all of the outstanding shares of CAM’s Class A common stock not currently owned by the Acquirer for $8.25 per share in cash. If necessary, after the closing of the tender offer, any shares not tendered in the tender offer will be acquired in a second-step merger at the same cash price as the tender offer. The agreement in principle is subject to final negotiation of a definitive merger agreement. The agreement in principle is not contingent on the Acquirer’s ability to obtain financing.
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