GAMCO To Commence Dutch Auction Tender Offer To Repurchase Up To
800,000 Shares Of Class A Common Stock
RYE, N.Y., Nov. 13, 2012 /PRNewswire/ -- GAMCO
Investors, Inc. ("GAMCO") (NYSE: GBL) announced today that its
Board of Directors has authorized a modified "Dutch Auction" tender
offer (the "Offer") to purchase for cash up to 800,000 shares of
its outstanding Class A common stock, $0.001 par value, at a price per share of not
less than $46.00 nor greater than
$50.00 per share. The closing
price of GAMCO's Class A Common Stock on November 13, 2012 was $46.26.
The Company intends to commence the Offer on November 14, 2012 and expects the Offer will
expire at 12:00 Midnight, Eastern Time, on December 12, 2012, unless extended or
withdrawn. Shares must be tendered prior to the expiration of
the Offer, and existing tenders of shares may be withdrawn at any
time prior to the expiration of the Offer. Withdrawn shares
will be returned to their holders in accordance with the terms of
the Offer. The Offer will not be conditioned on any minimum
number of shares being tendered. However, the Offer will
be subject to certain customary conditions.
The modified Dutch Auction will allow GAMCO's stockholders to
tender their shares at a price within the specified range and to do
so without incurring any brokerage fees or
commissions. Based on the number of shares tendered and
the prices specified by the tendering stockholders, GAMCO will
select a single price per share within the range (the "Purchase
Price") that will enable it to purchase 800,000 shares pursuant to
the Offer, or such lesser aggregate amount of its
shares that are properly tendered. All shares accepted in the
Offer will be purchased at the same price per share even if a
stockholder tendered at a lower price. GAMCO reserves the
right in the Offer to purchase up to an additional 2% of its shares
outstanding. GAMCO had 6,543,208 shares of its Class A common stock
issued and outstanding as of November 13,
2012.
GAMCO intends to fund the Offer with cash on hand. If more
than the maximum number of shares sought is tendered, the tendered
shares will be purchased on a pro rata basis (subject to any
conditional tenders). Stockholders whose shares are purchased
through the Offer will be paid the Purchase Price in cash, without
interest, promptly after the expiration of the Offer. Shares
tendered at prices above the Purchase Price and shares not
purchased due to proration will be returned to tendering
stockholders.
GGCP, Inc. ("GGCP"), the beneficial owner of a majority of the
Company's Class B common stock and approximately 96,000 shares of
the Company's Class A common stock as of November 13, 2012, has indicated its non-binding
intention to tender a portion or all of its Class A common shares
in the Offer. Mario Gabelli,
GAMCO's Chairman, Chief Executive Officer and Chief Investment
Officer – Value Portfolios, who is also the Chief Executive
Officer, a director and the controlling shareholder of GGCP, has
not indicated his intention to tender in the Offer. Mr.
Gabelli may be deemed to have beneficial ownership of the Class A
common stock held by GGCP by virtue of the relationships described
above. Mr. Jamieson, GAMCO's President and Chief Operating
Officer, has indicated his non-binding intention to tender
approximately 5,000 shares in the Offer. GAMCO's other
directors and executive officers do not intend to participate in
the Offer and do not intend to tender any of their shares.
The Offer described in this press release has not yet
commenced. At the time the Offer is commenced, the terms
and conditions of the Offer will be set forth in an offer to
purchase, a letter of transmittal and related documentation (the
"Offering Documents"), which will be distributed to GAMCO
stockholders and filed with the Securities and Exchange Commission
("SEC"). We have retained Computershare Trust Company, N.A.
("Computershare") to serve as the Depositary for the Offer and
Morrow & Co., LLC ("Morrow") to serve as the Information
Agent. A copy of the Offering Documents may be obtained from
Morrow at (800) 573-4370 or GAMCO.info@morrowco.com, when they
become available. Please contact Morrow with any questions
regarding the Offer.
Stockholders are urged to read the Offering Documents when they
become available because they will contain important information
that stockholders should consider before making any decision
regarding tendering their shares. The Offering Documents
will be available for free at the SEC's website at
http://www.sec.gov. In addition, GAMCO's stockholders will be able
to obtain a copy of these documents from Morrow as noted above,
free of charge.
In addition to the Offering Documents, GAMCO files annual,
quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any
reports, statements or other information filed by GAMCO at the SEC
public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call
the SEC at 1-800-SEC-0330 for further information on the public
reference room. GAMCO's filings with the SEC are also
available to the public from commercial document-retrieval services
and at the website maintained by the SEC at http://www.sec.gov.
GAMCO initiated a stock buyback program in March 1999. Since that time, GAMCO has
repurchased approximately 7,620,691 shares of its Class A common
stock at an average cost of $40.78.
Through this Offer, GAMCO is continuing its historical
commitment to repurchasing its shares with a view to enhancing
stockholder value.
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES
NOT CONSTITUTE AN OFFER TO SELL OR PURCHASE, OR THE SOLICITATION OF
TENDERS OR CONSENTS WITH RESPECT TO, THE SHARES OF GAMCO. NO
OFFER, SOLICITATION, PURCHASE OR SALE WILL BE MADE IN ANY
JURISDICTION IN WHICH SUCH AN OFFER, SOLICITATION, PURCHASE OR SALE
WOULD BE UNLAWFUL. THE OFFER WILL BE MADE SOLELY PURSUANT TO
THE OFFERING DOCUMENTS. NONE OF GAMCO, ITS BOARD OF
DIRECTORS, OFFICERS OR EMPLOYEES, COMPUTERSHARE OR MORROW IS MAKING
ANY RECOMMENDATION AS TO WHETHER OR NOT STOCKHOLDERS SHOULD TENDER
ALL OR ANY PORTION OF THEIR SHARES IN THE OFFER, OR AS TO THE PRICE
OR PRICES AT WHICH STOCKHOLDERS MAY CHOOSE TO TENDER ANY OF THEIR
SHARES. STOCKHOLDERS ARE STRONGLY ENCOURAGED TO EVALUATE
CAREFULLY ALL INFORMATION IN THE OFFERING DOCUMENTS AND TO CONSULT
THEIR INVESTMENT AND TAX ADVISORS BEFORE MAKING ANY DECISION
REGARDING THE TENDER OF THEIR SHARES.
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GAMCO conducts its investment advisory business principally
through: GAMCO Asset Management Inc. (Institutional and High Net
Worth), Gabelli Funds, LLC (Mutual Funds) and Gabelli Securities,
Inc. (Investment Partnerships). GAMCO also acts as an
underwriter and provides institutional research through Gabelli
& Company, Inc., one of its broker-dealer subsidiaries.
The distribution of GAMCO's open-end funds is conducted through
G.distributors, LLC.
SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION
Our disclosure in this press release contains some
forward-looking statements. Forward-looking statements give our
current intentions, expectations or forecasts of future events. You
can identify these statements because they do not relate strictly
to historical or current facts. Although we believe that we are
basing our intentions, expectations and beliefs on reasonable
assumptions within the bounds of what we currently know about our
business and operations, there can be no assurance that our actual
actions or results will not differ materially from what we
currently expect, intend or believe. We direct your attention to
specific discussions of risk contained in our Form 10-K and other
public filings. We are providing these statements as permitted by
the Private Litigation Reform Act of 1995. We do not undertake to
update publicly any forward-looking statements if we subsequently
learn that we are unlikely to achieve our intentions or
expectations, or if we receive any additional information relating
to the subject matters of our forward-looking statements.
Contact:
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Robert S.
Zuccaro
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Executive
Vice President
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and Chief
Financial Officer
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(914)
921-5088
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For further information please visit
www.gabelli.com
SOURCE GAMCO Investors, Inc.