Exhibit
99.1
NEWS
FOR IMMEDIATE RELEASE
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Contact:
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Paul Caminiti/Carrie Bloom
Citigate Sard Verbinnen
212/687-8080 |
LADENBURG THALMANN ENTERS INTO NON-BINDING LETTER OF INTENT TO
ACQUIRE SUBSTANTIALLY ALL OF THE ASSETS OF FULCRUM GLOBAL
PARTNERS LLC
NEW YORK, NY, November 1, 2005 Ladenburg Thalmann Financial Services Inc. (AMEX:LTS), a
provider of retail and institutional securities brokerage, investment banking and asset management
services, announced today that its primary operating subsidiary, Ladenburg Thalmann & Co. Inc., has
entered into a non-binding Letter of Intent with Fulcrum Global Partners LLC (Fulcrum), to
acquire substantially all of the assets and business activities of Fulcrum. Fulcrum is an
independent research-driven securities firm that has been providing unbiased research analysis and
trade execution services for a wide range of institutional investors, mutual funds, pension funds,
portfolio managers and hedge funds since 2001. Fulcrum is based in New York City, with regional
offices in Boston, Massachusetts; Dallas, Texas; San Francisco, California; and Tampa, Florida.
It is anticipated that Fulcrums operations will be highly complementary with Ladenburgs
existing capabilities. The combined firm will provide clients with a strong combination of
high-impact objective research, institutional trade execution, investment banking, asset management
and retail brokerage services. In addition, the acquisition is expected to significantly increase
Ladenburgs revenues and employee base.
The tentative purchase price is 12.5 million restricted shares of Ladenburg common stock
(subject to purchase price adjustments), the assumption of specified liabilities and up to an
additional 15 million restricted shares of Ladenburg common stock over a three-year period
following the acquisition, based on specified financial targets tied to performance of the combined
entitys institutional business.
Mark Klein, Ladenburgs Chief Executive Officer, said, This acquisition would be a
significant step in our ongoing efforts to re-establish Ladenburg Thalmann as a preeminent
investment firm. We are very much looking forward to welcoming Fulcrums employees to the Ladenburg
family. We believe the tremendous synergies resulting from our combined resources, capabilities
and business opportunities will be instrumental in enabling us to achieve our goal of becoming a
world-class firm.
Michael C. Petrycki, Chief Executive Officer of Fulcrum, said, We are excited about the
opportunity to become part of the Ladenburg family and to playing a role in their growing presence
in the financial markets. This is a highly complementary opportunity for all of us.
The non-binding Letter of Intent is subject to due diligence, execution of definitive
documentation and various other customary conditions. Accordingly, no assurances can be given that
the transaction will be consummated.
About Ladenburg Thalmann
Ladenburg Thalmann Financial Services is engaged in retail and institutional securities
brokerage, investment banking and asset management services through its principal operating
subsidiary, Ladenburg Thalmann & Co. Inc. Founded in 1876 and a New York Stock Exchange member
since 1879, Ladenburg Thalmann & Co. is a full service investment banking and brokerage firm based
in New York City, with regional offices in Boca Raton, Florida; Los Angeles, California; Palo Alto,
California; Lincolnshire, Illinois; and Melville, New York. Ladenburg provides various services
including corporate finance, asset management, brokerage, trading and research, principally for
middle market and emerging growth companies and high net worth individuals.
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This press release includes certain forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements are based on managements current
expectations or beliefs and are subject to uncertainty and changes in circumstances. Actual results
may vary materially from those expressed or implied by the statements herein due to changes in
economic, business, competitive and/or regulatory factors, and other risks and uncertainties
affecting the operation of the business of the Company including the ability to consummate the
acquisition of the assets of Fulcrum and the success of such acquisition should it occur. These
risks, uncertainties and contingencies include those set forth in the Companys Annual Report on
Form 10-K for the fiscal year ended December 31, 2004, its Quarterly Reports on Form 10-Q for the
quarters ended March 31, 2005 and June 30, 2005 and other factors detailed from time to time in its
other filings with the Securities and Exchange Commission. The information set forth herein should
be read in light of such risks. The Company is under no obligation to, and expressly disclaims any
obligation to, update or alter its forward-looking statements, whether as a result of new
information, future events, changes in assumptions or otherwise.
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