pressrelease.htm
Filed
by Rodman & Renshaw Capital Group, Inc.
Pursuant to Rule 425 under the
Securities Act of 1933
and
deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of
1934
Subject Company: Cowen
Group, Inc.
Commission File
No.: 001-33737
This
filing relates to a proposed business combination between Rodman & Renshaw
Capital Group, Inc. (“Rodman”) and Cowen Group, Inc. (“Cowen”).
This
communication does not constitute an offer to sell or the solicitation of an
offer to buy any securities or a solicitation of any vote or
approval. This material is not a substitute for the prospectus/proxy
statement Rodman would file with the SEC if an agreement between Rodman and
Cowen Group, Inc. (“Cowen”) is reached or any other documents which Rodman may
file with the SEC and send to Cowen and Rodman shareholders in connection with
the proposed transaction. INVESTORS AND SECURITY HOLDERS OF COWEN AND
RODMAN ARE URGED TO READ ANY SUCH DOCUMENTS FILED WITH THE SEC CAREFULLY IN
THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors
and security holders will be able to obtain free copies of any documents filed
with the SEC by Rodman through the website maintained by the SEC at www.sec.gov. Free
copies of any such documents can also be obtained by accessing the Investor
Relations section of Rodman’s website at www.rodm.com or
directing a request to Investor Relations, Rodman & Renshaw Capital Group,
Inc., 1251 Avenue of the Americas, New York, New
York 10020.
Rodman
and its directors and executive officers and other persons may be deemed to be
participants in the solicitation of proxies in respect of the proposed
transaction. Information regarding Rodman’s directors and executive
officers is available in its Annual Report on Form 10-K for the year ended
December 31, 2007, which was filed with the SEC on March 14, 2008, and its proxy
statement for its 2008 annual meeting of stockholders, which was filed with the
SEC on October 1, 2008. Other information regarding the participants
in a proxy solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in any proxy
statement/prospectus filed in connection with the proposed
transaction.
Statements
in this release that are “forward-looking statements” are based on current
expectations and assumptions that are subject to risks and
uncertainties. Actual results could differ materially because of
factors such as Rodman’s ability to achieve the synergies and value creation
contemplated by the proposed transaction, Rodman’s ability to promptly and
effectively integrate the businesses of Rodman and Cowen, the timing to
consummate the proposed transaction and any necessary actions to obtain required
regulatory approvals, and the diversion of management time on
transaction-related issues. For further information regarding risks
and uncertainties associated with Rodman’s business, please refer to the
“Management’s Discussion and Analysis of Financial Condition and Results of
Operations” and “Risk Factors” sections of Rodman’s SEC filings, including, but
not limited to, its annual report on Form 10-K and quarterly reports on Form
10-Q, copies of which may be obtained by contacting Rodman’s Investor Relations
department at (212) 356-0500 or at Rodman’s website at http://www.rodm.com.
All
information in this communication is as of the date hereof. Rodman
undertakes no duty to update any forward-looking statement to conform the
statement to actual results or changes in the company’s
expectations.
# #
#
THE
FOLLOWING IS A PRESS RELEASE ISSUED BY RODMAN ON DECEMBER 12, 2008.
Contact:
FD
Mark
McCall / Kal Goldberg
212-850-5600
Rodman
& Renshaw Capital Group, Inc. Announces It Will Release Investor
Presentation at 8:00
AM Eastern on Monday, December 15, 2008; Company to
Hold Investor Conference Call to Discuss the
Proposed Combination with Cowen
Group, Inc. at 10:00 AM Eastern on Monday, December 15, 2008
New York,
NY, December 12, 2008 – Rodman & Renshaw Capital Group, Inc. (NASDAQ: RODM)
(“Rodman”), today announced that it will release an investor presentation at
8:00 AM Eastern on Monday, December 15, 2008 regarding its proposed combination
with Cowen Group, Inc. The presentation, which will be available
through the investor relations page of Rodman’s website (www.rodm.com), will
include additional details of the proposed combination. The presentation, which
will be filed with the Securities and Exchange Commission (“SEC”) under Rule 425
of the Securities Act of 1933, will also be available on the SEC website at
www.sec.gov.
The
Company will hold a conference call to discuss the presentation at 10:00 AM
Eastern on Monday, December 15, 2008. The call will be hosted by
Michael Lacovara and David Horin, Rodman’s Chief Executive Officer and Chief
Financial Officer, respectively.
Investors
can participate in the conference call by dialing 866-362-4831 (domestic) or
617-597-5347 (international). The passcode for the call is
61120402.
The
conference will be replayed in its entirety beginning at 1:00 PM Eastern on
December 15, 2008 until December 22, 2008. Please dial 888-286-8010
(domestic) or 617-801-6888 (international) and enter passcode
23314869.
The call
is being webcast and can be accessed through the investor relations page of the
Rodman’s website at www.rodm.com.
About
Rodman & Renshaw Capital Group, Inc.
Rodman
& Renshaw Capital Group, Inc. is a holding company with a number of direct
and indirect subsidiaries, including Rodman & Renshaw, LLC, Rodman Principal
Investments, LLC, and Miller Mathis & Co., LLC.
Rodman
& Renshaw, LLC is a full service investment bank dedicated to providing
investment banking services to companies that have significant recurring capital
needs due to their growth and development strategies, along with research and
sales and trading services to investor clients that focus on such companies.
Rodman is a leading investment banking firm with particular emphasis on
“essential” industries with significant capital needs, including health care
(especially life science), energy (especially upstream oil and gas), ferrous and
non-ferrous metals, shipping, and natural resources, as well as a leader in the
PIPE (private investment in public equity) and RD (registered direct placements)
transaction markets.
MEMBER
FINRA, SIPC
Cautionary
Note Regarding Forward Looking Statements
This
press release contains forward-looking statements regarding future events and
financial performance. In some
cases, you can identify these statements by words such as “may,” “might,”
“will,” “should,” “except,” “plan,” “intend,” “anticipate,” “believe,”
“estimate,” “predict,” “potential,” or “continue,” the negative of these terms
and other comparable terminology. These statements involve a number of risks and
uncertainties and are based on numerous assumptions involving judgments with
respect to future economic, competitive and market conditions and future
business decisions, all of which are difficult or impossible to predict
accurately and many of which are beyond the Company’s control. There are or may
be important factors that could cause our actual results to materially differ
from our historical results or from any future results expressed or implied by
such forward looking statements.
These
factors include, but are not limited to, those discussed under the section
entitled “Risk Factors” in our Annual Report on Form 10-K, filed March 14, 2008,
and our subsequently filed Quarterly Reports on Form 10-Q, which are available
at the Securities and Exchange Commission website at www.sec.gov. The
forward-looking statements in this press release are based upon management's
reasonable belief as of the date hereof. The Company undertakes no obligation to
revise or update publicly any forward-looking statements for any
reason.
Securities
Law Disclaimer
This
communication does not constitute an offer to sell or the solicitation of an
offer to buy any securities or a solicitation of any vote or
approval. This material is not a substitute for the prospectus/proxy
statement Rodman & Renshaw Capital Group, Inc. (“Rodman”) would file with
the Securities and Exchange Commission (“SEC”) if an agreement between Rodman
and Cowen Group, Inc. (“Cowen”) is reached or any other documents which Rodman
may file with the SEC and send to shareholders of Cowen and/or Rodman in
connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF
COWEN AND RODMAN ARE URGED TO READ ANY SUCH DOCUMENTS FILED WITH THE SEC
CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors
and security holders will be able to obtain free copies of any documents filed
with the SEC by Rodman through the website maintained by the SEC at www.sec.gov. Free
copies of any such documents can also be obtained by accessing the Investor
Relations section of Rodman’s website at www.rodm.com or
directing a request to Investor Relations, Rodman & Renshaw Capital Group,
Inc., 1251 Avenue of the Americas, New York, New York 10020.
Rodman
and its directors and executive officers and other persons may be deemed to be
participants in the solicitation of proxies in respect of the proposed
transaction. Information regarding Rodman’s directors and executive
officers is available in its Annual Report on Form 10-K for the year ended
December 31, 2007, which was filed with the SEC on March 14, 2008, and its proxy
statement for its 2008 annual meeting of stockholders, which was filed with the
SEC on October 1, 2008. Other information regarding the participants
in a proxy solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in any proxy
statement filed in connection with the proposed
transaction.