UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

Pzena Investment Management, Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box)

320 PARK AVENUE | NEW YORK, NEW YORK 10022

September 27, 2022

Dear Stockholder:

You are cordially invited to attend a special meeting (which we refer to as the “special meeting”) of the stockholders of Pzena Investment Management, Inc. (which we refer to as “PZN” or the “Company”) to be held virtually on October 27, 2022, at 10:00 a.m. Eastern Time. Due to concerns regarding the ongoing coronavirus pandemic, and to protect the health and safety of our employees, stockholders and other stakeholders, the special meeting will be conducted solely online via live webcast at www.virtualshareholdermeeting.com/PZN2022SM. There is no physical location for the special meeting.

On July 26, 2022, the Company entered into an Agreement and Plan of Merger (which, as it may be amended from time to time, we refer to as the “merger agreement”) by and among Pzena Investment Management, LLC, a Delaware limited liability company (which we refer to as “PIM, LLC”), Panda Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of PIM, LLC (which we refer to as “Merger Sub”), and the Company, pursuant to which, among other things, the Company will merge with and into Merger Sub (which we refer to as the “merger”), with Merger Sub surviving the merger as a wholly owned subsidiary of PIM, LLC.

Subject to the terms and conditions set forth in the merger agreement, at the effective time of the merger (1) each outstanding share of PZN Class A common stock (other than (x) shares of PZN Class A common stock that are to be cancelled in accordance with the merger agreement and (y) shares of PZN Class A common stock that are owned by stockholders of the Company who did not vote in favor of the merger agreement or the merger and who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL) will be converted into the right to receive $9.60 in cash, without interest (which we refer to as the “merger consideration”), and (2) each outstanding share of PZN Class B common stock will be automatically cancelled and the holders thereof will not receive the merger consideration.

The board of directors of the Company (which we refer to as the “Board”) formed a special committee (which we refer to as the “Special Committee”) consisting solely of independent and disinterested directors to, among other things, evaluate the merger. After reviewing the terms of the merger agreement with its independent legal and financial advisors, the Special Committee unanimously determined that the transactions contemplated by the merger agreement, including the merger, are fair to and in the best interests of the Company and the holders of PZN Class A common stock, and unanimously recommended that the Board approve the merger agreement and that the Company’s stockholders vote for the adoption of the merger agreement.

Based on the Special Committee’s recommendation, the Board (other than five directors who recused themselves due to their affiliation with PIM, LLC and/or their interests in the transaction (we refer to such recused directors as the “Recused Directors”)) has determined that the transactions contemplated by the merger agreement, including the merger, are fair to and in the best interests of the Company and the holders of PZN Class A common stock; has approved and declared advisable the merger agreement and transactions contemplated thereby; and recommends that the Company’s stockholders vote “FOR” the adoption of the merger agreement (we refer to such proposal as the “Merger Agreement Proposal”) and “FOR” the other proposals described in the accompanying proxy statement.

Your vote is very important. The merger cannot be completed unless both (1) the holders of a majority of the total number of votes of Company common stock outstanding and (2) the holders of a majority of the outstanding shares of PZN Class A common stock not owned, directly or indirectly, by PIM, LLC, Merger Sub or any holder of PZN Class B common stock approve the Merger Agreement Proposal. A failure to vote your shares of Company common stock “FOR” the Merger Agreement Proposal will have the same effect as a vote “AGAINST” the Merger Agreement Proposal.

Therefore, whether or not you expect to attend the special meeting, at your earliest convenience, please sign, date and vote on the enclosed proxy card and return it in the enclosed postage-paid reply envelope or submit your proxy using the telephone or Internet procedures that may be provided to you. If you attend the special meeting and vote electronically, your vote electronically will revoke any proxy previously submitted. If you hold your shares of Company common stock through a bank, broker or other nominee, you should follow the procedures provided by your bank, broker or other nominee in order to vote.

The accompanying proxy statement provides you with more detailed information about the special meeting, the merger agreement and the transactions contemplated thereby, including the merger. A copy of the merger agreement is attached as Annex A to the accompanying proxy statement. We encourage you to carefully read the entire proxy statement and its annexes, including the merger agreement and the documents referred to or incorporated by reference in this proxy statement. You may also obtain additional information about the Company from other documents we have filed with the U.S. Securities and Exchange Commission (which we refer to as the “SEC”). In particular, you should read the “Risk Factors” section beginning on page 13 in our annual report on Form 10-K for the year ended December 31, 2021, and other risk factors detailed from time to time in the Company’s reports filed with the SEC and incorporated by reference in this proxy statement, for risks relating to our business and for a discussion of the risks that you should consider in evaluating the proposed transaction and how it may affect you.

If you have any questions or need assistance voting your shares of Company common stock, please contact MacKenzie Partners, Inc., the Company’s proxy solicitor in connection with the special meeting:

MacKenzie Partners, Inc.

1407 Broadway, 27th Floor

New York, NY 10018

(800) 322-2885 (toll free)

Email: proxy@mackenziepartners.com

Thank you in advance for your cooperation and continued support.

The accompanying proxy statement is dated September 27, 2022, and is first being mailed to the Company’s stockholders on or about September 27, 2022.

NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE MERGER, PASSED UPON THE MERITS OR FAIRNESS OF THE MERGER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY IT, INCLUDING THE MERGER, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

320 PARK AVENUE | NEW YORK, NEW YORK 10022

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD OCTOBER 27, 2022

Dear Stockholder:

You are cordially invited to attend a special meeting (which we refer to as the “special meeting”) of the stockholders of Pzena Investment Management, Inc. (which we refer to as “PZN,” the “Company” or “us”) to be held virtually on October 27, 2022, at 10:00 a.m. Eastern Time. Due to concerns regarding the ongoing coronavirus pandemic, and to protect the health and safety of our employees, stockholders and other stakeholders, the special meeting will be conducted solely online via live webcast at www.virtualshareholdermeeting.com/PZN2022SM. There is no physical location for the special meeting.

The special meeting will be held for the following purposes:

These items of business are more fully described in the proxy statement of which this notice forms a part.

The approval of the Merger Agreement Proposal requires the affirmative vote of both (1) a majority of the total number of votes of Company common stock outstanding, which we refer to as the approval of a “majority of the outstanding votes,” and (2) a majority of the outstanding shares of PZN Class A common stock not owned, directly or indirectly, by PIM, LLC, Merger Sub or any holder of PZN Class B common stock, which we refer to as the approval of a “majority of the unaffiliated shares.”

The approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by the stockholders present virtually or by proxy and entitled to vote on the matter at the special meeting, whether or not a quorum is present, and the approval of the Merger-Related Compensation Proposal requires the affirmative vote of a majority of the votes present virtually or by proxy and entitled to vote on the matter at the special meeting, assuming a quorum is present.

The record date for the special meeting is September 16, 2022. Only stockholders of record as of the close of business on the record date are entitled to notice of, and to vote at, the special meeting, or any adjournment or postponement thereof. Any stockholder entitled to attend and vote at the special meeting is entitled to appoint a proxy to attend and act on such stockholder’s behalf.

If the merger is consummated, stockholders who continuously hold shares of Company common stock through the effective time of the merger, who do not vote in favor of the adoption of the merger agreement and who properly demand appraisal of their shares of Company common stock and who do not withdraw their demands or otherwise lose their rights of appraisal will be entitled to seek appraisal of their shares of Company common stock under Delaware law. Stockholders must comply with all the requirements of Delaware law, which are summarized in the proxy statement accompanying this notice and reproduced in their entirety in Annex D to the accompanying proxy statement.

The merger agreement and the merger have been unanimously approved and recommended by a special committee consisting solely of the Company’s independent and disinterested directors. The Board, by a unanimous vote of the Company’s directors (other than five directors who recused themselves due to their affiliation with PIM, LLC and/or their interests in the transaction) recommends that you vote “FOR” the Merger Agreement Proposal, “FOR” the Adjournment Proposal and “FOR” the Merger-Related Compensation Proposal.

Your vote is very important. The merger cannot be completed unless both (1) the holders of a majority of the total number of votes of Company common stock outstanding and (2) the holders of a majority of the outstanding shares of PZN Class A common stock not owned, directly or indirectly, by PIM, LLC, Merger Sub or any holder of PZN Class B common stock approve the Merger Agreement Proposal. A failure to vote your shares of Company common stock “FOR” the Merger Agreement Proposal will have the same effect as a vote “AGAINST” the Merger Agreement Proposal.

Therefore, whether or not you expect to attend the special meeting, at your earliest convenience, please sign, date and vote on the enclosed proxy card and return it in the enclosed postage-paid reply envelope or submit your proxy using the telephone or Internet procedures that may be provided to you. If you attend the special meeting and vote electronically, your vote electronically will revoke any proxy previously submitted. If you hold your shares of Company common stock through a bank, broker or other nominee, you should follow the procedures provided by your bank, broker or other nominee in order to vote.

The proxy statement of which this notice forms a part provides a detailed description of the merger agreement, the merger and the other transactions contemplated by the merger agreement. We encourage you to carefully read the entire proxy statement and its annexes, including the merger agreement and the documents referred to or incorporated by reference in this proxy statement. If you have any questions concerning the merger or the proxy statement, would like additional copies of the proxy statement or need help voting your shares of Company common stock, please contact the Company’s proxy solicitor:

MacKenzie Partners, Inc.

1407 Broadway, 27th Floor

New York, NY 10018

(800) 322-2885 (toll free)

Email: proxy@mackenziepartners.com

By Order of the Board of Directors,

JOAN F. BERGER

Corporate Secretary

New York, New York

September 27, 2022

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting to Be Held on October 27, 2022.

The Notice of Special Meeting of Stockholders and our Proxy Statement are available at www.proxyvote.com.

TABLE OF CONTENTS

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

The following questions and answers are intended to address briefly some commonly asked questions regarding the merger, the merger agreement and the special meeting. These questions and answers may not address all questions that may be important to you as a stockholder of the Company. Please refer to the section of this proxy statement entitled “Summary Term Sheet” and the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to or incorporated by reference in this proxy statement, all of which you should read carefully. See the section of this proxy statement entitled “Where You Can Find More Information.”

Your vote is extremely important, and we encourage you to submit your proxy as soon as possible. For more information on how to vote your shares of Company common stock, please see the section of this proxy statement entitled “The Special Meeting.”

If your shares of Company common stock are held by a bank, broker or other nominee, you are considered the beneficial owner of shares held in “street name.”

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If a quorum is not present at the special meeting, under the Company’s bylaws, the stockholders entitled to vote at the special meeting present virtually or represented by proxy will have the power to adjourn the special meeting until a quorum is present or represented.

As of the close of business on the record date, there were 16,696,696 shares of PZN Class A common stock outstanding and 56,969,703 shares of PZN Class B common stock outstanding.

As of the close of business on the record date, there were 16,696,696 shares of PZN Class A common stock outstanding and 56,969,703 shares of PZN Class B common stock outstanding.

All of the shares of PZN Class B common stock subject to the voting agreement are owned through Pzena Investment Management, LP, a partnership formed with the objective of aggregating employee ownership in PIM, LLC into one entity. As a result of (x) the management stockholders’ control of PIM, LP and (y) the stockholders’ agreement entered into by all of the holders of PZN Class B common stock, pursuant to which such holders agreed to vote all shares of PZN Class B common stock then held by them in accordance with the majority of votes of PZN Class B common stockholders taken in a preliminary vote of the PZN Class B common stockholders, the voting agreement is expected to result in all outstanding shares of PZN Class B common stock being voted in favor of the Merger Agreement Proposal, with the result that such proposal will be adopted. For more information, see the section of this proxy statement entitled “The Voting Agreement.”

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You should read the section of this proxy statement entitled “Special Factors – Reasons for the Merger; Recommendation of the Special Committee and the Board; Fairness of the Merger” for a discussion of the factors that the Board considered in deciding to recommend the approval of the merger agreement. See also the section of this proxy statement entitled “Special Factors – Interests of Executive Officers and Directors of the Company in the Merger.”

If you are a beneficial owner of the shares of Company common stock as of the record date, you will receive instructions from your bank, broker or other nominee that describe the procedures for voting your shares of Company common stock. You should follow the instructions provided by your bank, broker or other nominee to vote your shares of Company common stock. In order to attend and vote at the special meeting, you will need to obtain a “legal proxy” from your bank, broker or other nominee, identifying you as a stockholder of the Company, authorizing you to act on behalf of the nominee at the special meeting and specifying the number of shares of Company common stock with respect to which the authorization is granted.

The control number located on your proxy card is designed to verify your identity and allows you to vote your shares of Company common stock and to confirm that your voting instructions have been properly recorded when submitting a proxy through the Internet or by telephone.

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Additionally, your failure to vote will have (1) the effect of counting as a vote “AGAINST” the Merger Agreement Proposal, which requires the affirmative vote of (a) a majority of the outstanding votes and (b) a majority of the unaffiliated shares, assuming a quorum is present, and (2) no effect on the Adjournment Proposal or the Merger-Related Compensation Proposal.

Your bank, broker or other nominee will only be permitted to vote your shares of Company common stock if you instruct your bank, broker or other nominee as to how to vote. You should follow the procedures provided by your bank, broker or other nominee regarding the voting of your shares of Company common stock. Under the rules of the NYSE, a bank, broker or other nominee does not have discretionary authority to vote on “non-routine” matters without specific instructions from its customers and all of the matters to be considered at the special meeting are “non-routine” for this purpose. When a bank, broker or other nominee refrains from voting your shares on a particular proposal because the bank, broker or other nominee has not received your instructions and has discretionary authority to vote on the “routine” matters to be considered, it is called a “broker non-vote.” Because there are no routine matters to be considered at the special meeting, there should not be any broker non-votes.

A failure to provide instructions to your bank, broker or other nominee with respect to any of the proposals will have (1) the effect of a vote “AGAINST” the Merger Agreement Proposal, which requires the approval of (a) a majority of the outstanding shares and (b) a majority of the unaffiliated shares, assuming a quorum is present, and (2) no effect on the Adjournment Proposal or the Merger-Related Compensation Proposal. In such instance, your shares will not be counted towards determining whether a quorum is present.

If you instruct your bank, broker or other nominee how to vote on at least one, but not all of the proposals to be considered at the special meeting, your shares of Company common stock will be voted according to your instructions on those proposals for which you have provided instructions and will be counted as present for purposes of determining whether a quorum is present at the special meeting.

If you properly sign your proxy card but do not mark the boxes indicating how your shares of Company common stock should be voted on any particular matter, the shares of Company common stock represented by your properly signed proxy will be voted as recommended by the Board, which means your shares of Company common stock will be voted “FOR” the Merger Agreement Proposal, “FOR” the Adjournment Proposal and “FOR” the Merger-Related Compensation Proposal.

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If your shares of Company common stock are held in “street name” by your bank, broker or other nominee, please refer to the information forwarded by your bank, broker or other nominee for procedures on revoking your proxy.

Only your last submitted proxy will be considered. Please vote “FOR” each of the proposals, following the instructions in your proxy card or voting instructions form provided by your bank, broker or other nominee, as promptly as possible.

If you hold shares of Company common stock in “street name,” or through more than one bank, broker or other nominee, and also directly as a record holder or otherwise, you may receive more than one proxy or set of voting instructions relating to the special meeting. These should each be executed and returned separately in accordance with the instructions provided in this proxy statement to ensure that all of your shares of Company common stock are voted.

Unless special arrangements are made between you and the person to whom you sell or otherwise transfer your shares and each of you notifies the Company in writing of such special arrangements, you will have transferred the right to receive the merger consideration, if the merger is completed, to the person to whom you sell or transfer your shares.

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While we do not utilize householding, some intermediaries may be householding our proxy materials. Once you have received notice from your broker or another intermediary that they will be householding materials to your address, householding will continue until you are notified otherwise, or until you revoke your consent. If you hold your shares through an intermediary that sent a single copy of this proxy statement to multiple stockholders in your household, we will promptly deliver a separate copy to you if you send a written request to us at our principal executive offices located at 320 Park Avenue, 8th Floor, New York, New York 10022 (Attention: Corporate Secretary), or call us at (212) 355-1600.

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MacKenzie Partners, Inc.

1407 Broadway, 27th Floor

New York, NY 10018

(800) 322-2885 (toll free)

Email: proxy@mackenziepartners.com

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SPECIAL FACTORS

This discussion of the merger is qualified by reference to the merger agreement, which is attached to this proxy statement as Annex A. You should read the entire merger agreement carefully because it is the legal document that governs the merger.

We are asking our stockholders to vote on the adoption of the merger agreement. If the merger is completed, the holders of the shares of PZN Class A common stock will have the right to receive the merger consideration.

Background of the Merger

The Company and its Board have periodically reviewed and discussed its business, strategic direction, performance and prospects in the context of developments in the asset management industry and the competitive landscape. In the past, the discussions have included, among other things, whether it would make sense to partner with another company to improve its global distribution and/or improve access to the retail marketplace. These discussions have also included consideration of whether it made sense to remain public in light of the increasing costs and diminishing benefits. On occasion, the Company has been presented with transaction opportunities by third parties, including as described below. The Company’s management has continually expressed its desire to remain committed to the long-term success of the business rather than seek to sell its stake; accordingly, in connection with considering these proposals, the Company has on a few occasions convened a special committee of the Board of Directors in connection with its consideration of such proposals.

One such proposal was received on May 3, 2019 from a non-US financial services firm seeking to improve its global value asset management capabilities (which we refer to as “Party 1”). Party 1 sought to purchase a portion of the Company, including all of the PZN Class A shares, with the Company’s management retaining a substantial equity stake. A special committee of the Board of Directors was formed to consider the proposal and negotiate with Party 1, and Ardea assisted the committee in that matter. Partly in response to the size of the transaction and the expense and difficulties of completing such a complex merger, as well as fears of broader market weakness, Party 1 elected to withdraw its proposal.

In the fall of 2020, on behalf of the Company, Ardea reached out to potential counterparties to gauge their interest in a potential transaction to acquire the PZN Class A common stock. The process was undertaken on a confidential basis in light of the potential impact on the Company’s business, including client and employee uncertainty, if the process were to become public. Of the approximately 11 firms contacted, only one firm (which we refer to as “Party 2”) expressed an interest in exploring a potential transaction, signed a confidentiality agreement and engaged in due diligence. However, following an increase in the Company’s stock price, Party 2 withdrew from discussion without making a formal offer.

In March 2022, in light of the Company’s reduced stock price and limited benefits of being a public company, the Board authorized the Company’s management to contact Party 2 again to see if they had an interest in resurrecting the discussions. On March 17^th, Mr. Pzena contacted Party 2 and held a brief phone conversation on March 21^st. Party 2 agreed to reconsider its interest and signed an updated confidentiality agreement. On April 9^th, following an update of its prior analysis, Party 2 informed Mr. Pzena of its interest in making an offer to acquire the PZN Class A common stock.

On April 7^th, unrelated to Party 2’s interest, Mr. Pzena met with representatives of an investment banking firm in New York to discuss ideas to improve the Company’s stock price. During the course of that meeting, the investment banking firm indicated that PIM, LLC had the capability to borrow at a level that would allow it to finance a repurchase of the outstanding PZN Class A common stock.

On April 13^th, which was the next regularly scheduled Board meeting following these developments, Mr. Pzena updated the Board regarding the Party 2’s renewed interest and the potential for a debt-funded

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acquisition of the PZN Class A common stock by PIM, LLC. Among other things, Mr. Pzena noted the recent stock price performance and the current state of the business, noted his view that continuing as a public company provided little advantage given the high costs and low levels of liquidity for the PZN Class A common stock, and suggested that a transaction could be in the best interests of the Company’s stockholders. As a result, Mr. Pzena recommended exploring potential transactions, including the possibility of PIM, LLC making its own proposal to acquire the PZN Class A common stock. In light of these developments, and the differing interests that could arise between the owners of Class B units in PIM, LLC and the unaffiliated holders of PZN Class A common stock regardless of the form of transaction pursued, the Board determined to create the Special Committee, which was directed to hire its own financial advisors and legal counsel and would be responsible for considering, negotiating and recommending any such proposals on behalf of the holders of PZN Class A common stock.

On April 19^th, the Special Committee held its first meeting. At that meeting, the Special Committee met with counsel from Wachtell, Lipton, Rosen & Katz (which we refer to as “Wachtell Lipton”). Counsel discussed the duties of a special committee under Delaware law in connection with a potential transaction, as well as the process for considering and approving a transaction and the criteria for determining whether the Special Committee members were independent and disinterested under Delaware law. At the meeting, the Special Committee discussed the process for moving forward, including the need to retain a financial advisor and the process for seeking to retain both PIM, LLC and Party 2 as separate competitors for a potential transaction. The Special Committee determined to meet with a representative of Ardea to discuss representing the Special Committee in its consideration of potential transactions, and also determined to meet with other investment banking firms as potential alternative or additional financial advisors. Over the next several weeks, the Special Committee met with financial advisors, including representatives of Ardea and CastleOak, and determined to retain on behalf of the Special Committee both Ardea and CastleOak in connection with a potential transaction. In addition, the Special Committee directed management to prepare a long-range forecast to help in its evaluation of potential offers.

In early May, 2022, PIM, LLC indicated to the Company and the Company’s advisors that, in connection with its consideration of a potential transaction between the Company and PIM, LLC, it intended to engage J.P. Morgan Securities LLC (which we refer to as “JPMorgan”) to serve as its financial advisor and Milbank LLP (which we refer to as “Milbank”) to serve as its outside counsel.

On May 18^th, Mr. Pzena and Jessica Doran, Chief Financial Officer of the Company, presented management’s long-range forecast to the Board, including the members serving on the Special Committee, and updated the Board on industry conditions and on its outlook. The Board reviewed this forecast and authorized Ardea to share the forecast with Party 2 and PIM, LLC to share the forecast with a potential debt financing source in connection with PIM, LLC’s formulation of a proposal to the Company regarding a potential transaction.

On June 2^nd, Mr. Pzena and other management of PIM, LLC met with JPMorgan via videoconference regarding PIM, LLC’s initial bid submission and related considerations, including the bid price, potential responses to the bid from the Company, and related offer price metrics. During that meeting, JPMorgan reviewed with PIM, LLC and its management (for reference only by them) illustrative price per share and implied premium calculations at various prices, operating metrics of comparable companies and ownership information of top PZN Class A stockholders, in each case without reference to the fairness of the transaction. The information reviewed by JPMorgan with PIM, LLC and its management was based on publicly sourced data on certain precedent transactions and other financial information regarding PIM, LLC, exclusively based on publicly available, off-the-shelf market data and forecasts provided by Company management. JPMorgan did not perform or provide any independent manipulation of, adjustment to, or verification or analysis of such market data. JPMorgan discussed the information with Mr. Pzena and management of PIM, LLC without providing any written report, opinion or appraisal in respect of the summary data that formed the basis of the discussion during the videoconference meeting. The written summary data compiled and used by JPMorgan in its discussion (consisting of illustrative price per share and implied premium calculations, operating metrics of comparable companies and ownership information of top PZN Class A stockholders) is attached as Annex F to this proxy statement and incorporated herein by reference.

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On June 3^rd, PIM, LLC submitted an offer letter to the Special Committee seeking to acquire all of the outstanding PZN Class A common stock at a price of $8.50 per share in cash. The offer noted that PIM, LLC was highly confident in its ability to fund the transaction and would expect to deliver debt commitment papers concurrently with entering into a definitive merger agreement. The offer letter confirmed that PIM, LLC would not proceed with a transaction absent approval by the Special Committee, and that the transaction would be subject to a non-waivable condition requiring approval by a majority of the disinterested holders of PZN Class A common stock.

On June 8, 2022, the Special Committee met with representatives of Ardea, CastleOak and Wachtell Lipton. At the meeting, the Special Committee and its advisors discussed PIM, LLC’s June 3^rd letter, as well as the expectation that it would also receive a letter from Party 2. Following discussion with its advisors, the Special Committee determined that it was premature to engage in negotiations with PIM, LLC in advance of receiving Party 2’s proposal and having further Special Committee discussions regarding the Company and its prospects. The Special Committee also discussed the possibility of reaching out to other potential third-party transaction participants but acknowledged the concomitant increased risk of a public leak and related potential harm to the Company’s business and determined, among other things, that it was unlikely that a third party other than Party 2 would be interested in a transaction to acquire the outstanding PZN Class A common stock at a higher valuation than PIM, LLC or Party 2, particularly in view of the return expectations of the theoretical buyers and the control of PIM, LLC by its management team. Further, the Special Committee noted that a sale of the entire organization would require the consent of PIM, LLC, which in turn was controlled by its management team that had continually expressed its desire to remain invested in the business. While a sale of the entire company might be theoretically possible, the Special Committee, having considered the advice of its financial advisors, believed that such a transaction, at a higher valuation, was unlikely. The Special Committee also took note of the fact that the prior effort with Party 1 to engage in a sale transaction had resulted in discussions that involved a potential price in excess of the PIM, LLC offer but had been withdrawn due to the expense and difficulty of completing such a complex merger as well as concerns at the time of broader market weakness. The Special Committee further discussed the process for ensuring that Party 2 and PIM, LLC remained separate competitors for the potential transaction and maintaining appropriate communication procedures for addressing Party 2’s communications with the Company.

On June 15, 2022, Party 2 submitted a written proposal to acquire all of the outstanding PZN Class A common stock for $7.30 per share in cash. As with PIM, LLC’s June 3 letter, Party 2’s offer was subject to approval by the Special Committee and a non-waivable condition requiring approval by a majority of the holders of PZN Class A common stock other than the management of PZN, LLC.

On June 18^th, the Special Committee met to discuss Party 2’s offer with representatives of Wachtell Lipton, Ardea and CastleOak. The Special Committee discussed the fact that Party 2 had undertaken diligence sessions with the Company’s management that had been attended by representatives of the financial advisors and that the Company’s management had been helpful and responsive. The Special Committee also discussed with its financial advisors that the PZN Class A common stock and the market more broadly had been trading down since PIM, LLC’s June 3^rd offer. The financial advisors then reviewed for the Special Committee the terms of the two offer letters and related premiums and multiples, recent shareholder returns for the Company and the S&P 500, shareholder returns and other metrics for certain other asset management companies, as well as certain financial information, including implied valuations, from certain other acquisition transactions involving either “going private” transactions with a controlling shareholder or asset management companies. The Special Committee also engaged in a discussion regarding the Company and the current economic and industry environment. Following these discussions, the Special Committee agreed that it should continue to seek to improve the prices offered by Party 2 and PIM, LLC, and directed Ardea to inform both parties that they needed to improve their offers, but without offering specific targets or guidance at this time.

On June 22^nd, PIM, LLC submitted a revised offer letter with a cash purchase price of $8.90 per share. The June 22^nd letter noted that its improved offer was being made notwithstanding that over the three-week period since it had made its first offer the market environment had deteriorated and there had been macroeconomic headwinds that had had adverse impacts on the Company’s business, assets under management and future growth

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expectations. PIM, LLC’s management offered to meet with the Special Committee to discuss the management projections, and the assumptions underlying them, given their importance to the valuation.

On June 24^th, the Special Committee met with representatives of Wachtell Lipton, Ardea and CastleOak to consider the revised PIM, LLC offer. At the meeting, representatives of Ardea reported that Party 2 had responded to the request to improve its offer by agreeing to seek to do so, but that the Party 2 had noted that while it remained interested in the Company, the current and expected growth trajectories of the Company were not strong, and the significant execution risks appeared to present more downside than upside in a transaction at the pricing level under discussion. Following discussion, the Special Committee agreed that Ardea should continue to work to encourage the Party 2 to improve its offer. During the meeting, the Special Committee agreed that Ardea should give PIM, LLC guidance on pricing, and determined that Ardea should suggest that PIM, LLC rebid at a price over $10.00 per share. The Special Committee also agreed that it would only meet with Mr. Pzena to engage in a discussion with him regarding the management projections and assumptions if PIM, LLC made a higher bid.

Following the meeting, a representative of Ardea spoke with Mr. Pzena to relay the Special Committee’s view on pricing. The next day, representatives of JPMorgan reached out to representatives of Ardea to verbally indicate that PIM, LLC was willing to increase its offer to $9.30 per share, and that Mr. Pzena would like an opportunity to meet with Special Committee to provide updated details on the industry and state of the Company’s business.

On June 28^th and June 29^th, JPMorgan provided PIM, LLC and its management updated versions of the written summary data previously discussed on June 2nd with PIM, LLC and its management. The updated written summary data, again based on publicly available information and without reference to the fairness of the transaction, is attached as Annex G to this proxy statement and incorporated herein by reference.

On July 1^st, the Special Committee held a meeting with representatives of Wachtell Lipton, Ardea and CastleOak to receive an update on the status of the negotiations. Following that update, the Special Committee and its advisors met with Mr. Pzena and a representative of JPMorgan, and had an opportunity to ask questions of Mr. Pzena, including with respect to public company costs, sources of upside potential relative to management’s current projections, client competition, planned business investments and growth opportunities.

On July 6^th, the Special Committee met with representatives of Wachtell Lipton, Ardea and CastleOak. At that meeting, the financial advisors reviewed materials that they had prepared for the Special Committee, including updated materials similar to those presented at the June 18^th Special Committee meeting, together with additional analyses regarding the Company’s implied valuation based on discounted cash flows and the present value of future share prices and dividends. The Special Committee also discussed the Company’s shareholder base and potential investor reaction to a transaction, including potential reaction in light of Company share repurchases undertaken earlier in the year at prices above $10.00 per share. The Special Committee also noted changes in the period following those repurchases, including the impact on the Company’s net income and the impact that the recent market and industry environment had had on expectations for future growth across the industry. The Special Committee also engaged in a discussion regarding what would be required in the future for the Company to achieve better results than the projection assumptions embedded in the financial advisors’ respective valuation analyses. Thereafter, the Special Committee and its advisors discussed tactics for continuing to seek price improvement and the potential value achievable, and determined that representatives of Ardea should again go back to PIM, LLC and, this time, request a price of $9.75 per share.

On July 6^th, following the meeting, representatives of Ardea reached out to both PIM, LLC and JPMorgan with the agreed pricing guidance. Representatives of JPMorgan responded later that day with a revised oral offer of $9.50 per share and noted PIM, LLC’s desire to move expeditiously to announce a transaction not later than the Company’s July 26^th earnings release date.

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On July 7^th, the Committee met with representatives of Wachtell Lipton, Ardea and CastleOak to consider the revised offer. After hearing the report of the discussions between representatives of Ardea and both Mr. Pzena and JPMorgan, and taking into account the course of the prior discussions, the Special Committee concluded that it had likely reached PIM, LLC’s best price. However, the Special Committee also discussed the Company’s approach to dividends, including its typical year-end dividend, which would not be available to the PZN Class A stockholders because, if agreed, a transaction would likely be completed prior to year-end. Following discussion, it was agreed that the Ardea representatives would go back to PIM, LLC and JPMorgan and seek additional value related to those future dividend opportunities.

The following day, representatives of Ardea engaged with representatives of JPMorgan, which stated that the analysis of PIM, LLC regarding the transaction assumed that dividends would be discontinued upon announcement of a transaction. However, JPMorgan reported that if the Special Committee were willing to agree that there would be no further dividends following announcement, PIM, LLC’s final proposal was an increase of its $9.50 offer to either (1) $9.60 plus the $0.03 dividend that would be declared on or about July 26 absent a transaction or (2) $9.57 per share with the next two quarterly dividends continuing (unless the transaction closed earlier). Following discussion among the members of the Special Committee, the Special Committee determined that it was willing to seek to move forward with a transaction at $9.60 per share in merger consideration and a $0.03 dividend, subject to agreement on other terms. Representatives of Ardea communicated this determination to PIM, LLC.

On July 17, 2022, Wachtell Lipton delivered an initial draft of the merger agreement to Milbank. Over the course of the next two weeks, Wachtell Lipton and Milbank LLP negotiated the terms of the merger agreement, voting agreement and debt commitment letter. During this period, on July 21^st, the Special Committee met with representatives of Wachtell Lipton, Ardea and CastleOak in order for Wachtell Lipton to discuss the material terms of the merger agreement, voting agreement and debt commitment letter with the Special Committee. Among other things, representatives of Wachtell Lipton noted that representatives of Milbank had conveyed to Wachtell Lipton that PIM, LLC would be seeking a closing condition related to the level of PIM, LLC client assets under management and would be rejecting a proposed reverse termination fee that would apply in certain circumstances relating to PIM, LLC’s failure to complete the merger. In addition, at this meeting, the Special Committee discussed a revised offer letter from Party 2 that had been received on July 18, in which Party 2 increased its proposed offer to $8.00 per share. As part of its discussion of the revised offer letter, the Special Committee discussed the feedback provided by Party 2 to representatives of Ardea relating to the revised offer, in which Party 2 noted that it did not see how a higher price could be justified for the Company in view of the current growth expectations for the Company and the industry and the downside risks in the economic environment generally and the industry specifically. In light of the foregoing, the Special Committee determined that further negotiations with Party 2 would not be useful.

On July 25^th, the Special Committee again met with representatives of Wachtell Lipton, Ardea and CastleOak to discuss the transaction with PIM, LLC. Representatives of Wachtell Lipton provided the Special Committee with an updated discussion of the terms of the merger agreement, voting agreement and debt commitment letter. Among other things, representatives of Wachtell Lipton noted that the only material remaining open term was whether the merger agreement would include a reverse termination fee. Representatives of Wachtell Lipton also reviewed with the Special Committee their duties under applicable law. Representatives of Ardea and CastleOak each reviewed and discussed with the Special Committee, among other matters, the financial aspects of the proposed transaction as discussed in the sections of this proxy statement entitled “The Merger – Opinions of the Company’s Financial Advisors – Opinion of Ardea Partners LP” and “The Merger – Opinions of the Company’s Financial Advisors – Opinion of CastleOak Securities, L.L.C.” and the financial projections that they had been directed to use in their financial presentations as set forth in the section of this proxy statement entitled “Special Factors – Unaudited Prospective Financial Information of the Company.” Representatives of the two firms also informed the Special Committee that they were prepared to render their firms’ respective fairness opinions the next day, which was the date anticipated for finalization of all materials and entry into the merger agreement. Following further discussion, and taking into account the matters

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reviewed and discussed at that meeting and prior meetings, including the factors described under the section of this proxy statement entitled “Reasons for the Merger; Recommendation of the Special Committee and the Board; Fairness of the Merger,” the Special Committee determined that, subject to finalization of the merger agreement as discussed, it was prepared to recommend that the Board approve the merger agreement.

On July 26^th, the Special Committee again met with representatives of Wachtell Lipton, Ardea and CastleOak. Representatives of Wachtell Lipton reported that the definitive transaction documentation had been finalized as PIM, LLC had agreed to the requested reverse termination fee construct and a fee of $8 million. A representative of Ardea rendered to the Special Committee Ardea’s oral opinion, subsequently confirmed in a written opinion dated the same date and delivered to the Special Committee, to the effect that, as of the date of Ardea’s written opinion, and based upon and subject to the factors and assumptions set forth in Ardea’s written opinion, the merger consideration to be paid to holders of PZN Class A common stock pursuant to the merger agreement was fair from a financial point of view to such holders. For more information, see “The Merger – Opinions of the Company’s Financial Advisors – Opinion of Ardea Partners LP” and Annex B to this proxy statement. A representative of CastleOak noted to the Special Committee that it had, earlier that day, provided to the Special Committee its written opinion to the effect that, as of the date of CastleOak’s written opinion, and based upon and subject to the factors and assumptions set forth in CastleOak’s written opinion, the merger consideration to be paid to holders of PZN Class A common stock pursuant to the merger agreement was fair from a financial point of view to such holders. For more information, see “The Merger – Opinions of the Company’s Financial Advisors – Opinion of CastleOak Securities, L.L.C.” and Annex C to this proxy statement. Based on the matters reviewed and discussed at that meeting and prior meetings, including the factors described under the section of this proxy statement entitled “Reasons for the Merger; Recommendation of the Special Committee and the Board; Fairness of the Merger,” the Special Committee unanimously determined that the transactions contemplated by the merger agreement, including the merger, were fair to and in the best interests of the Company and the holders of PZN Class A common stock, determined that it was advisable and in the best interests of the holders of the PZN Class A common stock to enter into the merger agreement and voting agreement, and unanimously recommended that the Board approve the merger agreement and the voting agreement.

Immediately following the Special Committee meeting, the Board met in its entirety. After approving the July 26^th dividend as a full Board, the Recused Directors recused themselves from voting in order to permit the remaining directors to vote on the merger agreement. Based on the Special Committee’s recommendation, the Board (other than the Recused Directors), determined that the transactions contemplated by the merger agreement, including the merger, were fair to and in the best interests of the Company and the holders of PZN Class A common stock, determined that it was advisable and in the best interests of the holders of the PZN Class A common stock to enter into the merger agreement and voting agreement, and resolved to recommend that the Company’s stockholders approve and adopt the merger agreement.

Reasons for the Merger; Recommendation of the Special Committee and the Board; Fairness of the Merger

The Board formed the Special Committee to, among other things, evaluate certain transactions potentially available to the Company, including the merger, as described in this proxy statement under the heading “Special Factors – Background of the Merger.” After careful consideration, with the assistance of independent financial and legal advisors, the Special Committee unanimously (1) determined (a) that the transactions contemplated by the merger agreement, including the merger, are fair to, and in the best interests of, the Company and the unaffiliated stockholders and (b) that it is advisable and in the best interests of the Company and the unaffiliated stockholders to enter into the merger agreement, and (2) recommended that the Board approve the execution, delivery and performance of the merger agreement and the consummation of the transactions by the Company.

Based on its evaluation and having received the recommendation of the Special Committee, the Board (which, for purposes of the remainder of this section of the proxy statement, means the Board without the participation of the Recused Directors) (1) determined that the transactions, including the merger, are fair to, and

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in the best interests of, the Company and the unaffiliated stockholders, and declared it advisable to enter into the merger agreement, (2) approved the execution, delivery and performance of the merger agreement and the consummation of the transactions, including the merger, and (3) resolved to recommend that the stockholders of the Company vote to adopt the merger agreement. Accordingly, the Board, by unanimous vote of the Company’s directors (other than the Recused Directors), recommends that the Company’s stockholders vote “FOR” the adoption of the Merger Agreement Proposal and “FOR” each of the Adjournment Proposal and the Merger-Related Compensation Proposal.

In evaluating the merger, the Special Committee and the Board consulted with independent legal and financial advisors and considered a number of factors, including the following factors that weighed in favor of the merger:

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In the course of their respective deliberations, the Special Committee and the Board also considered a variety of uncertainties, risks and potentially negative factors, including:

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The Special Committee and the Board concluded that the uncertainties, risks and potentially negative factors relevant to the merger were outweighed by the potential benefits of the merger.

In addition, the Special Committee and the Board were aware of and considered the interests that the Company’s directors (including the Recused Directors) and executive officers may have with respect to the transaction that may differ from, or are in addition to, their interests as stockholders of the Company generally, as described in the section of this proxy statement entitled “Special Factors – Interests of Executive Officers and Directors of the Company in the Merger.”

This discussion of the information and factors considered by the Special Committee and the Board includes the material positive and negative factors considered by the Special Committee and the Board, but it is not intended to be exhaustive and may not include all the factors considered by the Special Committee or the Board. Neither the Special Committee nor the Board quantified or assigned any relative or specific weights to the various factors that it considered in reaching its determination to approve the merger agreement and the transactions contemplated thereby. Rather, the Special Committee and the Board each viewed its position and recommendation as being based on the totality of the information presented to and factors considered by it. In addition, individual members of the Special Committee and the Board may have given differing weights to different factors. This explanation of the reasoning of the Special Committee and the Board and certain information presented in this section is forward-looking in nature and should be read in light of the factors set forth in the section of this proxy statement entitled “Cautionary Statement Concerning Forward-Looking Information.”

The Special Committee and the Board believe that sufficient procedural safeguards were and are present to ensure the fairness of the merger and to permit the Special Committee and the Board to represent effectively the interests of the unaffiliated stockholders. The Special Committee and the Board believe these factors support their determinations and recommendations and provide assurance of the procedural fairness of the merger:

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Position of PIM, LLC and Mr. Pzena as to the Fairness of the Merger

Under the SEC rules governing “going-private” transactions, each of PIM, LLC, Merger Sub and Mr. Pzena is an affiliate of the Company and, therefore, is required to express its beliefs as to the fairness of the merger to the unaffiliated stockholders. PIM, LLC, Merger Sub and Mr. Pzena are making the statements included in this section solely for purposes of complying with the requirements of Rule 13E-3 and related rules and regulations under the Exchange Act. However, the view of PIM, LLC, Merger Sub and Mr. Pzena as to the fairness of the merger should not be construed as a recommendation to any Company stockholder as to how that stockholder should vote on the Merger Agreement Proposal. Each of PIM, LLC, Merger Sub and Mr. Pzena have interests in the merger that are different from, and in addition to, the unaffiliated stockholders of the Company.

PIM, LLC, Merger Sub and Mr. Pzena did not participate in the deliberation of the Special Committee or the Board regarding, and did not receive advice from the respective legal or financial advisors of the Special Committee or the Board as to, the fairness of the merger. While five directors who are affiliated with PIM, LLC and/or have interests in the transaction serve on the Board, as discussed in the section of this proxy statement entitled “Special Factors – Background of the Merger,” such Recused Directors were excluded from all Board deliberations relating to the approval of the merger agreement. PIM, LLC, Merger Sub and Mr. Pzena have not performed, or engaged a financial advisor to perform, an evaluation of the fairness of the merger to the

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unaffiliated stockholders. PIM, LLC engaged JPM as financial advisors to provide certain financial advisory services with respect to the proposal made by PIM, LLC on June 3, 2022. JPM did not provide an opinion with respect to the fairness of the merger or the merger consideration. Based on, among other things, the factors considered by, and the analysis and resulting conclusions of, the Board and the Special Committee discussed in the section of this proxy statement entitled “Special Factors – Reasons for the Merger; Recommendation of the Special Committee and the Board; Fairness of the Merger” (which analysis and resulting conclusions that PIM, LLC and Merger Sub adopt), PIM, LLC, Merger Sub and Mr. Pzena believe that the merger is substantively fair to the unaffiliated stockholders. In particular, PIM, LLC, Merger Sub and Mr. Pzena considered the following:

PIM, LLC, Merger Sub and Mr. Pzena further believe that the merger is procedurally fair to the unaffiliated stockholders based upon, among other things, the following factors:

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PIM, LLC, Merger Sub and Mr. Pzena also considered a variety of risks and other countervailing factors related to the substantive and procedural fairness of the proposed Merger, including:

The merger is expected to be treated as a taxable transaction for the Company for U.S. federal income tax purposes and the income taxes payable by the Company as a result of the merger are expected to be material. The exact amount of income taxes payable by the Company as a result of the merger will depend on certain facts that are not currently known. At this time, PIM, LLC estimates that cash income taxes payable by the Company as a result of the merger will be between $14 million and $17 million. Any income taxes payable by the Company as a result of the merger will be funded by PIM, LLC, and represent an additional cost associated with the merger.

The foregoing discussion of the information and factors considered and given weight by PIM, LLC, Merger Sub and Mr. Pzena in connection with their evaluation of the fairness of the merger is not intended to be exhaustive but is believed to include all material factors considered by them. PIM, LLC, Merger Sub and Mr. Pzena did not find it practicable to, and did not, quantify or otherwise attach relative weights to the foregoing factors in reaching their conclusion as to the fairness of the merger. Rather, PIM, LLC, Merger Sub and Mr. Pzena reached their position as to the fairness of the merger after considering all of the foregoing as a whole. PIM, LLC, Merger Sub and Mr. Pzena believe these factors provide a reasonable basis upon which to form their position regarding the

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fairness of the merger to the unaffiliated stockholders. This position should not, however, be construed as a recommendation to any Company stockholder to approve the merger agreement. PIM, LLC, Merger Sub and Mr. Pzena make no recommendation as to how stockholders of the Company should vote their shares of Company common stock with respect to the merger. PIM, LLC attempted to negotiate the terms of a transaction that would be most favorable to it, and not to the unaffiliated stockholders of the Company, and, accordingly, did not negotiate the merger agreement with a goal of obtaining terms that were fair to such stockholders.

Based on PIM, LLC’s, Merger Sub’s and Mr. Pzena’s knowledge and analysis of available information regarding the Company, the Special Committee and the Board, as well as discussions with members of the Company’s senior management regarding the Company and its business and the factors considered by, and findings of, the Special Committee and the Board and discussed in the section of this proxy statement entitled “Special Factors – Reasons for the Merger; Recommendation of the Special Committee and the Board; Fairness of the Merger,” PIM, LLC and Merger Sub believe that the merger is fair to the unaffiliated stockholders.

Opinions of the Company’s Financial Advisors

Opinion of Ardea Partners LP

At a meeting of the Special Committee held on July 26, 2022, representatives of Ardea rendered to the Special Committee Ardea’s oral opinion, subsequently confirmed in a written opinion dated the same date and delivered to the Special Committee, to the effect that, as of the date of Ardea’s written opinion, and based upon and subject to the factors and assumptions set forth in Ardea’s written opinion, the merger consideration to be paid to holders of PZN Class A common stock pursuant to the merger agreement was fair from a financial point of view to such holders.

The full text of the written opinion of Ardea, dated July 26, 2022, which sets forth the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken in connection with the opinion, is attached to this proxy statement as Annex B. The summary of the Ardea opinion contained in this proxy statement is qualified in its entirety by reference to the full text of Ardea’s written opinion. Ardea’s advisory services and opinion were provided for the information and assistance of the Special Committee in connection with its consideration of the merger and Ardea’s opinion does not constitute a recommendation as to how any holder of PZN Class A common stock should act or vote with respect to the merger or any other matter.

In connection with rendering the opinion described above, representatives of Ardea reviewed, among other things:

Representatives of Ardea also held discussions with members of the Special Committee and members of the Company’s senior management regarding the past and current business operations, financial condition and future prospects of the Company, as well as potential financing and debt commitment sources available to PIM, LLC; reviewed recently reported price and trading activity for the PZN Class A common stock; compared certain

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financial information for the Company with similar financial and stock market information for certain other companies the securities of which are publicly traded; reviewed the financial terms of certain business combinations in the asset management industry and in other industries; and performed such other studies and analyses, and considered such other factors, as Ardea deemed appropriate.

With the Special Committee’s consent, Ardea relied upon and assumed the accuracy and completeness, in all respects meaningful to Ardea’s analysis, of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by, Ardea, without assuming any responsibility for independent verification thereof. In addition, Ardea assumed with the Special Committee’s consent that the Projections have been reasonably prepared on a basis reflecting the best currently available estimates and judgments of PZN management. Ardea did not make an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance-sheet assets and liabilities) of the Company or PIM, LLC, and Ardea was not furnished with any such evaluation or appraisal. Ardea assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the merger would be obtained without any adverse effect on the Company or on the expected benefits of the merger in any way meaningful to Ardea’s analysis. Ardea also assumed that the merger would be consummated on the terms set forth in the merger agreement, without the waiver or modification of any term or condition therein, the effect of which would be in any way meaningful to Ardea’s analysis.

Ardea’s opinion did not address the underlying business decision of the Company to engage in the merger, the relative merits of the merger as compared to any strategic alternatives that might have been available to the Company, or any legal, regulatory, tax or accounting matters. Ardea’s opinion addresses only the fairness from a financial point of view to holders of PZN Class A common stock, of the merger consideration to be paid to such holders pursuant to the merger agreement. Ardea did not express any view on, and its opinion did not address, any other term or aspect of the merger agreement or the merger or any term or aspect of any other agreement or instrument contemplated by the merger agreement or entered into or amended in connection with the merger. In addition, Ardea did not express an opinion, whether relative to the merger consideration or otherwise, on either the fairness of the merger to, or any consideration received in connection therewith by, the holders of any class of securities, creditors, officers, directors or employees of the Company or other constituencies of the Company (other than the holders of PZN Class A common stock), or the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of the Company, or any class of such persons in connection with the merger. Ardea did not express any opinion as to the prices at which any securities of the Company would trade at any time or as to the impact of the merger on the solvency or viability of the Company, or the ability of the Company to pay its obligations when they come due. Ardea’s opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Ardea as of, the date of its written opinion and Ardea assumed no responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or events occurring after the date of Ardea’s written opinion. Ardea’s advisory services and its opinion were provided for the information and assistance of the Special Committee in connection with its consideration of the merger, and Ardea’s opinion does not constitute a recommendation as to how any holder of PZN Class A common stock should act or vote with respect to the merger or any other matter. Ardea’s opinion was approved by the Fairness Committee of Ardea.

Summary of Financial Analyses

The following is a summary of the material financial analyses presented by Ardea to the Special Committee in connection with rendering to the Special Committee the opinion described above. The following summary, however, does not purport to be a complete description of the financial analyses performed by Ardea, nor does the order of analyses described represent the relative importance or weight given to those analyses by Ardea. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and alone are not a complete description of Ardea’s financial analyses. Unless the context indicates otherwise, the following quantitative information is based on market data as of the date set forth below or, with respect to change-of-control or other mergers and acquisitions transactions

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data, a date at or preceding announcement of the applicable transaction and, accordingly, is not necessarily indicative of current market conditions.

Unless the context indicates otherwise, for purposes of the financial analyses and reviews described below, Ardea calculated enterprise value (which we refer to as “EV”), as the relevant company’s common equity value, plus book value of preferred stock and debt, less cash and cash equivalents (which we refer to as “net debt”), plus, where applicable, adjusting for the book value of other debt-like items and non-controlling interests and equity investments, of the relevant company, based on (a) for each target company included in the selected change-of-control transactions, (i)(A) the implied value of the relevant target company’s common equity using the implied purchase price paid for such target company’s common equity in the relevant transaction and (B) the relevant target company’s net debt and other balance sheet items as of such target company’s most recently reported quarter end immediately prior to announcement of the relevant transaction (in the case of transactions involving the acquisition of public companies) or otherwise (ii) the publicly announced EV for the target business at the time of announcement of the relevant transaction, (b) for each public company, (i) the market value of the relevant public company’s diluted equity, using closing stock prices on July 22, 2022 and (ii) the relevant company’s net debt and other balance sheet items as of such company’s most recently reported quarter end, and (c) for the Company, (i) diluted shares outstanding as of June 30, 2022, calculated using the treasury stock method; provided that PIM Class B-1 units were treated as equivalent to PIM Class B units, and (ii) net debt and other balance sheet items as of June 30, 2022, as adjusted per the guidance of the Company’s management as to excess cash and investments, as well as adjusted to reflect the present value of projected future tax savings resulting from the tax receivable agreement, dated as October 30, 2007, by and among the Company, PIM, LLC and the members named therein (which we refer to as the “tax receivable agreement”). Unless the context indicates otherwise, references to (i) “EBITDA” are references to earnings before interest, taxes, depreciation and amortization and for each public company, and (ii) “LTM” are references to the latest twelve month period for which financial information was publicly available.

Discounted Cash Flow Analysis

Using the Projections, Ardea performed discounted cash flow analyses to derive ranges of implied present values per share of PZN Class A common stock.

Ardea derived a range of implied equity values for the Company by discounting to present value as of June 30, 2022, (i) projected unlevered after tax net income from July 1, 2022 to December 31, 2027, discounted back to June 30, 2022, and (ii) a range of implied terminal values for the Company as of December 31, 2027, calculated by applying terminal multiples ranging from 8.0x to 12.0x to the estimate of the Company’s terminal year unlevered net income. For purposes of discounting to present value, Ardea used a range of discount rates from 9.5% to 11.0%, reflecting the Company’s estimated weighted average cost of capital using the capital asset pricing model (which we refer to as “CAPM”). Ardea then calculated a reference range of implied values per share of PZN Class A common stock using the net debt and other balance sheet items (as adjusted) and diluted share information described above, which resulted in an implied per share value of PZN Class A common stock ranging from $7.51 to $9.85, as compared to the closing stock price of PZN Class A common stock on July 22, 2022 of $6.84 and the merger consideration of $9.60.

Ardea also performed the discounted cash flow analysis described above, but using the treasury stock method for calculating outstanding PIM Class B-1 units, as opposed to treating PIM Class B-1 units as equivalent to PIM Class B units. This alternative method (which we refer to as the “Class B-1 Treasury Stock Method”), resulted in an implied per share value of PZN Class A common stock ranging from $8.24 to $10.65.

Present Value of Future Stock Price and Dividends Analysis

Ardea performed an analysis to derive a range of implied present values per share of PZN Class A common stock, based on implied future values calculated by Ardea for shares of PZN Class A common stock.

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Ardea derived a range of implied future values per share for shares of PZN Class A common stock at year end 2022, 2023, 2024, 2025, 2026 and 2027 by applying a range of implied multiples of price to earnings per share (which we refer to as “EPS”), of 8.0x to 12.0x, to the estimates of EPS (on a diluted basis) of PZN Class A common stock for 2022, 2023, 2024, 2025, 2026 and 2027, respectively, as reflected in the Projections. By applying discount rates of 10.0% and 11.0%, respectively, reflecting an estimate of the range of the Company’s cost of equity using CAPM, Ardea discounted to present value, as of June 30, 2022, each of (i) the implied future values per share it derived for PZN Class A common stock described above, and (ii) the estimated distributions to be paid per share of PZN Class A common stock (assumed to be paid at year end each year) for each of 2022, 2023, 2024, 2025, 2026 and 2027, which estimated distributions were assumed to be 65% of estimated EPS of PZN Class A common stock for each respective year, based on PZN management’s targeted cash dividend payout ratio of between 60% and 70% of estimated EPS of PZN Class A common stock for each respective year, as reflected in the Projections (except for 2022, which estimated distribution was reduced by $0.03, reflecting the dividend per share of PZN Class A common stock paid on May 20, 2022). This analysis resulted in an implied per share value of PZN Class A common stock ranging from $5.97 to $9.53, as compared to the closing stock price of PZN Class A common stock on July 22, 2022 of $6.84 and the merger consideration of $9.60.

Premia Paid Analysis

Ardea reviewed the premia paid in acquisitions of publicly traded companies in the United States announced since 2012 with transaction values above $100 million for which Schedule 13E-3 filings were made involving shareholders that controlled 50% or more of the target company’s equity securities at the time of announcement of the applicable transaction (we refer to each such transaction as a “13E-3 Transaction”). Transactions involving affiliates of a general partner acquiring the public equity securities of a related limited partnership were excluded. Transaction values were based on the implied prices to be paid for the target company’s equity securities in the applicable transaction; not on total implied equity values of the applicable target companies. Ardea analyzed such transactions on the basis of each of (i) target companies incorporated in the U.S. (which we refer to as “U.S. Incorporated Companies”) and (ii) target companies incorporated in jurisdictions outside of the U.S. (which we refer to as “Non-U.S. Incorporated Companies”). For each 13E-3 Transaction, Ardea reviewed the percentage of the target company’s equity securities held by the controlling shareholder at the time of announcement of the applicable transaction (which we refer to as the “Held %”), and calculated the values of the implied premium based on (i) the price initially offered (pursuant to the first publicly disclosed proposal (we refer to the date thereof as the “Announcement Date”), which may or may not have reflected an agreed-to transaction price in a definitive transaction agreement) for the target company’s equity securities over the closing stock price identified as the last unaffected closing stock price prior to initial announcement of the 13E-3 Transaction (which we refer to such price as the “Last Closing Price” and such premium as the “Original Premium”) and (ii) the final price agreed to and paid for the target company’s equity securities in the 13E-3 Transaction over the Last Closing Price (which we refer to as the “Final Premium”).

The following shows a summary of the results of the review, as well as the related median, mean, first quartile and third quartile premiums for the 13E-3 Transactions, as compared to the implied premiums for the merger:

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Based on its review of the foregoing data, Ardea applied a range of premia of 32% to 58%, which reflected the first quartile and third quartile final premiums for the U.S. Incorporated Companies 13E-3 Transactions, respectively, to the $6.81 closing stock price of PZN Class A common stock on July 3, 2022 (which date represents the day immediately prior to that on which the Company received the initial proposal from PIM, LLC) to derive an implied per share value of PZN Class A common stock ranging from $9.01 to $10.78, as compared to the closing stock price of PZN Class A common stock on July 22, 2022 of $6.84 and the merger consideration of $9.60.

Selected Precedent Transactions Analysis

Ardea analyzed certain publicly available information relating to the selected acquisition transactions listed below involving the change-of-control of target companies in the traditional asset management industry in the past five years, excluding certain transactions that in Ardea’s judgment were not sufficiently comparable because of differences in size, geographical footprint, business mix or strategy.

Based on information in press releases, publicly available investor presentations and other public filings, for each of the selected transactions, Ardea calculated, reviewed and compared, among other things, the implied EV of each target company as a multiple of the target company’s EBITDA.

The results of these calculations for each transaction, as well as the related median and mean multiples for the selected transactions, as compared to the implied multiples for the merger, based on the Company’s estimated 2022 (which we refer to as “2022E”) EBITDA, as reflected in the Projections, are set forth below:

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While none of the target companies in the selected transactions are directly comparable to the Company and none of the selected transactions are directly comparable to the merger, the selected transactions are transactions that, in Ardea’s professional judgment, involved target companies with operations that, for the purposes of this analysis, may be considered similar to the Company’s business. In particular, Ardea noted that each of these transactions were change-of-control transactions, as contrasted with the merger.

Based on a review of the foregoing, Ardea applied multiples of 6.4x to 12.8x to (i) the Company’s LTM EBITDA as of June 30, 2022 and (ii) the estimate of the Company’s EBITDA for 2022E as reflected in the Projections, to derive implied EV reference ranges for the Company. Ardea then calculated a reference range of implied values per share of PZN Class A common stock using the net debt and other balance sheet items (as adjusted) and diluted share information described above, which resulted in an implied per share value of PZN Class A common stock ranging from $8.13 to $15.62 and $7.35 to $14.07, respectively, as compared to the closing stock price of PZN Class A common stock on July 22, 2022 of $6.84 and the merger consideration of $9.60.

Ardea also performed the selected precedent transactions analysis described above using the Class B-1 Treasury Stock Method, which resulted in an implied per share value of PZN Class A common stock ranging from $8.98 to $16.47, based on 2021 EBITDA, and $8.19 to $14.93, based on 2022E EBITDA, respectively.

Other Information

Ardea also noted for the Special Committee the following additional information that was not relied upon in rendering its opinion, but was provided for informational purposes.

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For each of the Selected Public Companies, Ardea reviewed, among other things, (i) the multiple of the relevant company’s closing stock price on July 22, 2022, to (a) the relevant company’s 2022E EPS (we refer to such multiple as the “P/2022E EPS” multiple), and (b) the relevant company’s EPS for the next twelve month period, based on publicly available data (we refer to such period as the “NTM” and such multiple as the “P/NTM EPS” multiple); and (ii) the multiple of the relevant company’s EV to the relevant company’s 2022E EBITDA (we refer to such multiple as the “EV/2022E EBITDA” multiple), each based on Wall Street Estimates.

The review indicated P/2022E EPS, P/NTM EPS and EV/2022E EBITDA multiples for (i) Affiliated Managers Group, Inc. of 6.7x, 6.5x and 7.3x, respectively; (ii) Janus Henderson Group PLC of 9.6x, 9.8x and 6.1x, respectively; (iii) Federated Hermes, Inc. of 12.5x, 11.3x and 9.4x, respectively; (iv) Artisan Partners Asset Management Inc. of 11.3x, 11.4x and 8.5x, respectively; (v) Victory Capital Holdings, Inc. of 5.6x, 5.6x and 7.3x, respectively; (vi) Virtus Investment Partners, Inc. of 6.7x, 6.6x and 5.6x, respectively; and (vii) BrightSphere Investment Group Inc. of 10.6x, 10.0x and 6.6x, respectively. The review also indicated P/2022E EPS and EV/2022E EBITDA multiples for (i) the Selected Public Companies mean, of 9.0x and 7.2x, respectively and (ii) the Selected Public Companies median of 9.6x and 7.3x, respectively.

Ardea compared such information to the Company’s P/2022E EPS multiple and EV/2022E EBITDA multiple of 9.2x and 5.9x, respectively (and EV/2022E EBITDA multiple of 5.2x using the Class B-1 Treasury Stock Method), each based on the Projections. As noted above, the Company does not currently have Wall Street research analyst coverage and, accordingly, does not have current Wall Street Estimates. Ardea also compared (i) the Selected Public Companies median P/2022E EPS multiple and EV/2022E EBITDA multiple of 7.3x and 9.6, respectively, to the implied multiples for the Company based on the merger consideration of 8.5x and 12.9x, respectively and (ii) using the Class B-1 Treasury Stock Method, the Selected Public Companies median P/2022E EPS multiple and EV/2022E EBITDA multiple of 7.3x and 9.6, respectively, to the implied multiples for the Company based on the merger consideration of 7.7x and 12.9x, respectively.

Ardea also reviewed P/LTM EPS multiples for the Company based on (i) EPS calculated using GAAP (which we refer to as “GAAP EPS”), during each of the 3-Year Period, the 1-Year Period, the YTD Period and as of July 22, 2022 of 15.3x, 9.7x, 8.1x and 7.4x, respectively and (ii) GAAP EPS adjusted per the Company’s public filings, during such periods, of 11.5x, 9.7x, 8.1x and 7.4x, respectively. Ardea also reviewed the P/NTM EPS multiple for the Company, based on Wall Street Estimates, as of July 12, 2019, of 10.6x. July 12, 2019 was the last day on which Wall Street Estimates were available for the Company.

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General

The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Ardea’s opinion. In arriving at its fairness determination, Ardea considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Ardea made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the above analyses as a comparison is directly comparable to the Company or the merger.

Ardea prepared these analyses for purposes of providing its opinion to the Special Committee that, as of the date of its written opinion, the merger consideration to be paid to holders of PZN Class A common stock pursuant to the merger agreement was fair from a financial point of view to such holders. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon projections of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these projections are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, Ardea does not assume responsibility if future results are materially different from those forecasted.

The merger consideration set forth in the merger agreement was determined through arm’s length negotiations between the Special Committee, on behalf of the Company, and PIM, LLC and was approved by each of the Special Committee and the Board. Ardea provided advice to the Special Committee during these negotiations. Ardea did not, however, recommend any specific amount or type of consideration to the Special Committee or the Company or that any specific amount or type of consideration constituted the only appropriate consideration for the merger.

As described above, Ardea’s opinion to the Special Committee was one of many factors taken into consideration by the Special Committee in making its determination to recommend the approval of the merger to the Board. The foregoing summary does not purport to be a complete description of the analyses performed by Ardea in connection with the delivery of its fairness opinion to the Special Committee and is qualified in its entirety by reference to the written opinion of Ardea attached as Annex B to this proxy statement.

Ardea is engaged in underwriting services, private placements of securities, merger and acquisition advisory services, investment banking and other financial and non-financial activities and services for various persons and entities. Ardea and its employees and affiliates, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of the Company, PIM, LLC and any of their affiliates, or any currency or commodity that may be involved in the merger. Pursuant to the Ardea engagement letter, Ardea was engaged to serve as financial advisor to the Special Committee in connection with the sale, transfer or other disposition of all or a majority of the outstanding PZN Class A common stock of the Company. The Ardea engagement letter provides for a transaction fee that is estimated, based on the information available as of the date of announcement, to be approximately $3.14 million, all of which is payable upon consummation of the merger. In addition, the Company agreed to reimburse Ardea for certain expenses and to indemnify Ardea and related persons against certain liabilities that may arise out of Ardea’s engagement. Ardea may in the future provide investment banking services financial advisory, underwriting and/or other financial and non-financial services to the Company, PIM, LLC and their affiliates for which Ardea may receive compensation.

The Special Committee selected Ardea as its financial advisor because of its familiarity with the Company, as well as it being an internationally recognized investment banking firm that has substantial experience in transactions similar to the merger.

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Opinion of CastleOak Securities, L.P.

CastleOak was retained by the Special Committee to act as an independent financial advisor in connection with the Special Committee’s evaluation of certain potential transactions, including the merger. The Special Committee selected CastleOak to act as its independent financial advisor based on CastleOak’s qualifications, expertise, and reputation. As part of its boutique investment banking business, CastleOak is regularly engaged in advising U.S. companies on mergers and acquisitions and other corporate transactions and certain U.S. governmental agencies on equity investments and dispositions in the financial services industry.

CastleOak acted as independent financial advisor to the Special Committee in connection with the merger and participated in certain negotiations leading to the execution of the merger agreement. In connection with the meeting of the Special Committee held on July 26, 2022, CastleOak rendered its written opinion to the effect that, as of such date and based upon and subject to, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken by CastleOak in connection with the opinion (which are stated in its written opinion), the merger consideration to be paid to the holders of PZN Class A common stock (other than excluded shares) was fair, from a financial point of view, to such holders.

The full text of CastleOak’s written opinion delivered to the Special Committee, dated July 26, 2022, is attached as Annex C to this proxy statement and incorporated herein by reference. CastleOak’s written opinion has been provided by CastleOak at the request of the Special Committee and is subject to, among other things, the assumptions made, procedures followed, matters considered, and qualifications and limitations on the review undertaken by CastleOak in connection with the opinion (which are stated therein). You are encouraged to read CastleOak’s written opinion carefully and in its entirety. CastleOak provided its opinion to the Special Committee, in its capacity as such, in connection with and for purposes of its evaluation of the merger only, and CastleOak’s opinion does not constitute a recommendation as to any action the Board should take with respect to the merger or how any Company stockholder should vote or act with respect to the merger or any other matter, including, but not limited to, whether any such stockholder should enter into a voting, stockholders’ or affiliates’ agreement with respect to the merger, or exercise any dissenters’ or appraisal rights that may be available to such stockholder. The following is a summary of CastleOak’s opinion and the methodology that CastleOak used to render its opinion. The summary of the CastleOak opinion contained in this proxy statement is qualified in its entirety by reference to the full text of CastleOak’s written opinion. CastleOak has consented to the disclosure of its opinion and analyses.

In arriving at its opinion, CastleOak, among other things:

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performed such other financial studies, analyses, and investigations, and considered such other matters, as CastleOak deemed necessary or appropriate for purposes of rendering its opinion, including general economic, market and financial conditions, and CastleOak’s experience in securities valuations and its knowledge of the Company’s industry. In preparing its opinion, with the consent of the Special Committee, CastleOak relied upon and assumed the accuracy and completeness of the foregoing information and all other information discussed with or reviewed by CastleOak, without independent verification thereof. CastleOak assumed, with the consent of the Special Committee, that the Projections and the assumptions underlying the Projections, and all other financial analyses, estimates and forecasts provided to CastleOak by Company management, were reasonably prepared in accordance with industry practice and represent Company management’s best then currently available estimates and judgments as to the business and operations and future financial performance of the Company. PZN management represented to CastleOak that such forecasts were prepared for the purposes of evaluating the merger and not with the purpose of public disclosure. CastleOak assumed no responsibility for and expressed no opinion as to the Projections, the assumptions upon which they were based or any other financial analyses, estimates and forecasts provided to CastleOak by the management of the Company. CastleOak also assumed that there were no material changes in the assets, financial condition, results of operations, business, or prospects of the Company since the respective dates of the last financial statements made available to CastleOak. CastleOak relied, with the consent of the Special Committee, on Company management’s representations and/or projections regarding taxable income and other tax attributes of the Company. CastleOak further relied, with the consent of the Special Committee, upon the assurances of the management of the Company that they were not aware of any facts that would make the information, including the Projections, provided by them inaccurate, incomplete, or misleading.

CastleOak was not asked to undertake, and did not undertake, an independent verification of any information provided to or reviewed by it, nor was it furnished with any such verification, and it does not assume any responsibility or liability for the accuracy or completeness thereof. CastleOak did not conduct a physical inspection of any of the properties or assets of the Company. CastleOak did not make an independent evaluation or appraisal of the assets or the liabilities (contingent or otherwise) of the Company, nor was it furnished with any such evaluations or appraisals, nor did it evaluate the solvency of the Company under any applicable laws.

CastleOak also assumed, with the consent of the Special Committee, that the final executed form of the merger agreement would not differ in any respect material to its analysis from the draft reviewed by CastleOak and that the consummation of the merger would be effected in accordance with the terms and conditions of the merger agreement, without waiver, modification or amendment material to its analysis, and that, in the course of obtaining the necessary regulatory or third party consents and approvals (contractual or otherwise) for the merger, no delay, limitation, restriction or condition would be imposed that would be material to its analysis. CastleOak did not express any opinion as to any tax or other consequences that might result from the merger, nor did its opinion address any legal, tax, regulatory or accounting matters, as to which CastleOak understood that the Company obtained such advice as it deemed necessary from qualified professionals. CastleOak is not a legal, tax or regulatory advisor and relied upon, without independent verification, the assessment of the Company and its legal, tax and regulatory advisors with respect to such matters. In addition, CastleOak did not consider whether sufficient cash, debt financing, available lines of credit or other sources of funding were or would be available or necessary to consummate the merger, or the effect of any indemnity obligations related to the merger, including the use of any escrow accounts to collateralize such indemnification obligations.

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CastleOak did not consider the relative merits of the merger as compared to any other business plan or opportunity that might be available to the Company or the effect of any other arrangement in which the Company might engage and CastleOak’s opinion did not address the underlying decision by the Company to engage in the merger. CastleOak’s opinion was limited to the fairness as of the date of the opinion, from a financial point of view, to the holders of PZN Class A common stock of the merger consideration to be received by such holders (other than excluded shares) in the merger, and CastleOak’s opinion did not address any other aspect or implication of the merger, the merger agreement, or any other agreement or understanding entered into in connection with the merger or otherwise. CastleOak further expressed no opinion or view as to the fairness of the merger to the holders of any other class of securities, creditors, or other constituencies of the Company or as to the underlying decision by the Company to engage in the merger. CastleOak also expressed no opinion as to the fairness of the amount or nature of the compensation to any of the Company’s officers, directors or employees, or any class of such persons, relative to the merger consideration to be received by the holders of PZN Class A common stock or otherwise. CastleOak’s opinion was necessarily based upon economic, market, monetary, regulatory, and other conditions as they existed and could be evaluated, and the information made available to CastleOak, as of the date of its opinion. CastleOak assumed no responsibility for updating or revising its opinion based on circumstances or events occurring after the date of its opinion. CastleOak expressed no opinion as to the prices or trading ranges at which the PZN Class A common stock will trade at any time. The issuance of CastleOak’s opinion was approved by a fairness committee of CastleOak in accordance with established procedures.

CastleOak’s advisory services and opinion were provided to the Special Committee, in its capacity as such, in connection with and for the purposes of its evaluation of the merger only and the opinion does not constitute a recommendation as to any action the Special Committee should take with respect to the mergers or any aspect thereof. CastleOak’s opinion does not constitute a recommendation to any holder of PZN Class A common stock as to how any stockholder should vote or act with respect to the merger or any other matter.

It is understood that subsequent developments may affect the conclusion reached in CastleOak’s opinion and that CastleOak does not have any obligation to update, revise or reaffirm its opinion. CastleOak’s opinion is solely for the information of, and directed to, the Special Committee for its information and assistance in connection with its consideration of the financial terms of the merger and is not to be relied upon by any other person or entity.

Summary of CastleOak’s Financial Analyses

In connection with rendering its opinion, CastleOak performed certain financial, comparative, and other analyses as summarized below. In arriving at its opinion, CastleOak did not ascribe a specific range of values to the PZN Class A common stock but rather made its determination as to fairness, from a financial point of view, to the holders of PZN Class A common stock of the merger consideration to be received by such holders pursuant to the merger agreement on the basis of various financial and comparative analyses. The preparation of a fairness opinion is a complex process and involves various determinations as to the most appropriate and relevant methods of financial and comparative analyses and the application of those methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to summary description.

In arriving at its opinion, CastleOak did not attribute any particular weight to any single analysis or factor considered by it but rather made qualitative judgments as to the significance and relevance of each analysis and factor relative to all other analyses and factors performed and considered by it and in the context of the circumstances of the merger. Accordingly, CastleOak believes that its analyses must be considered as a whole, as considering any portion of such analyses and factors, without considering all analyses and factors as a whole, could create a misleading or incomplete view of the process underlying its opinion.

The following is a summary of the material financial analyses used by CastleOak in preparing its opinion to the Special Committee. Certain financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses used by CastleOak, the tables must be read together

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with the text of each summary, as the tables alone do not constitute a complete description of the financial analyses. In performing its analyses, CastleOak made numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the control of the Company or any other parties to the merger. None of the Company, the Special Committee, CastleOak, or any other person assumes responsibility if future results are materially different from those discussed. Any estimates contained in these analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than as set forth below. In addition, analyses relating to the value of the businesses do not purport to be appraisals or reflect the prices at which the businesses may actually be sold. The financial analyses summarized below were based on the Projections and other financial information prepared and furnished to CastleOak by or at the direction of the management of the Company and approved for CastleOak’ use by the management of the Company. The following summary does not purport to be a complete description of the financial analyses performed by CastleOak. The following quantitative information, to the extent that it is based on market data, is based on market data as it existed for the Company as of July 22, 2022 (which was the last full trading day prior to the July 25 Special Committee meeting at which CastleOak presented its analysis underlying its opinion) and is not necessarily indicative of current or future market conditions. The detail underlying the fully diluted share count for the Company used below was provided by Company management.

The summary data set forth below does not represent and should not be viewed by anyone as constituting conclusions reached by CastleOak with respect to any of the analyses performed by it in connection with its opinion. Rather, CastleOak made its determination as to the fairness, from a financial point of view, on the basis of its experience and professional judgment after considering the results of all of the analyses performed. Accordingly, the data presented and the corresponding imputed ranges of value should be considered as a whole and in the context of the full narrative description of all of the financial analyses set forth, including the assumptions underlying such analyses.

Selected Comparable Company Analysis

CastleOak reviewed and compared specific financial, operating, and public trading data relating to the Company with similar information for 12 selected publicly traded small and mid-size capitalization (which we refer to as “SMID”) traditional asset management companies that CastleOak deemed comparable to the Company, while acknowledging differences in management, composition, size, operations or financial profile made exact comparisons impossible. CastleOak reviewed and compared such data in order to assess how the public market values shares of similar publicly traded companies and to provide a range of relative implied equity values per Company share on a standalone basis, in each case by reference to these companies. The selected comparable companies were Westwood Holdings, Manning & Napier, Diamond Hill, Silvercrest, GAMCO, Brightsphere, Artisan Partners, Victory Capital, Virtus, Janus Henderson, Federated Hermes, and Affiliated Managers Group.

As part of its selected comparable company analysis, CastleOak calculated and analyzed certain ratios and multiples, including: (1) total enterprise value (calculated as the equity value based on fully diluted shares outstanding using the treasury stock method, plus debt and less cash and cash equivalents, after giving effect to certain adjustments for non-controlling interests and equity investments) ( which we refer to as “TEV”) as a multiple of EBITDA for the trailing 12 months ended March 31, 2022 and fiscal years ending in 2022 and 2023 (which we refer to as “TEV / EBITDA”) and (2) the price to earnings multiples for the trailing twelve months ended March 31, 2022 and fiscal years ending in 2022 and 2023 (which we refer to as “P / E”).

All of these calculations were performed and based on publicly available financial data and on closing share prices for each comparable company as of July 22, 2022. The median and mean results of this selected comparable company analysis are summarized below:

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CastleOak, based on its professional judgment, selected the comparable companies because CastleOak believed their businesses, operating and public trading profiles are reasonably similar to those of the Company. However, because of the inherent differences between the businesses, operations, and prospects of the Company and those of the selected comparable companies, CastleOak believed that it was inappropriate to, and therefore did not, rely solely on the quantitative results of the selected comparable company analysis. Accordingly, CastleOak also made qualitative judgments concerning differences between the public trading histories, businesses, financial and operating characteristics and prospects of the Company and the selected comparable companies that could affect the public trading values of each in order to provide a context in which to consider the results of the quantitative analysis. These qualitative judgments related primarily to the differing sizes, growth prospects, profitability levels and degree of operational risk between the Company, as applicable, and the companies included in the selected comparable company analysis. No company utilized in the selected company analysis is identical to the Company. In evaluating the selected companies, CastleOak also made qualitative judgments with respect to factors beyond the Company’s control, such as the impact of competition on its business and the industry generally, industry growth and the absence of any adverse material change in financial condition and prospects or the industry or in the financial markets in general.

Based upon these judgments, CastleOak also selected a TEV / EBITDA multiple range of 5.9x to 7.3x for estimated 2022E EBITDA for the Company, on a standalone basis. CastleOak then applied this range to the Company’s estimated fiscal year 2022 EBITDA based on the Projections, added the Company’s estimated net excess cash as of June 30, 2022 and present value of certain net tax savings and divided the result by the Company’s implied fully diluted share count using the treasury method based on the fully diluted shares outstanding as of June 30, 2022, all as provided by management of the Company, to calculate a range of implied prices of $6.85 to $8.31 per share.

CastleOak then compared these ranges of implied value per share with the merger consideration of $9.60 per share in and the 30-day and 90-day VWAP, as of July 22, 2022, of $6.68 and $6.60 per share, respectively.

Selected Precedent Merger Analysis

CastleOak reviewed, to the extent publicly available, and analyzed the valuation and financial metrics relating to the following four selected transactions involving companies in the asset management industry, which CastleOak in its professional judgment considered generally relevant for comparative purposes:

For each precedent transaction, CastleOak reviewed the TEV of the target company in the transaction based upon the consideration payable in the transaction as a multiple of the target company’s pro forma EBITDA (which we refer to as “TEV / Pro Forma EBITDA”). Estimated financial data of the selected transactions were based on publicly available information.

The mean, median, low, and high results of this selected precedent merger analysis are summarized below:

The reasons for and the circumstances surrounding each of the selected precedent transactions analyzed were diverse and there are inherent differences in the business, operations, financial conditions and prospects of the Company and the companies included in the selected precedent transaction analysis, which CastleOak

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discussed with the Special Committee. In addition, certain of the selected precedent transactions occurred during periods in which financial, economic and market conditions were different from those in existence as of the date of CastleOak’s opinion. Accordingly, CastleOak believed, and discussed with the Special Committee, that a purely quantitative selected precedent transaction analysis would not be particularly meaningful in the context of considering the merger. CastleOak therefore made qualitative judgments concerning the differences between the characteristics of the selected precedent transactions and the mergers that would affect the acquisition values of the selected target companies and the Company, noting that none of the selected transactions or the selected companies that participated in the selected transactions were directly comparable to the merger or the Company.

After reviewing the above analyses, CastleOak selected a TEV / Pro Forma EBITDA multiple range of 6.0x to 8.0x, and applied such range to the Company’s estimated fiscal year 2022 EBITDA based on the Projections, added the Company’s estimated net excess cash as of June 30, 2022 and present value of certain net tax savings and divided the result by the Company’s implied fully diluted share count using the treasury method based on the fully diluted shares outstanding as of June 30, 2022, all as provided by management of the Company, to calculate a range of implied values of $6.95 to $9.05 per share.

The following table summarizes the result of these calculations:

CastleOak compared these ranges of implied value per share with the merger consideration of $9.60 per share and the 30-day and 90-day VWAP, as of July 22, 2022, of $6.68 and $6.60 per share, respectively.

No transaction used in the precedent transactions analyses is identical to the merger. Accordingly, an analysis of the results of the foregoing is not mathematical; rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies and other factors that could affect the public trading value of the companies involved in the precedent transactions which, in turn, affect the TEV / Pro Forma EBITDA multiple of the companies involved in the transactions to which the Company is being compared. In evaluating the precedent transactions, CastleOak made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions, and other matters, such as the impact of competition, industry growth and the absence of any adverse material change in the financial condition of the Company or the companies involved in the precedent transactions or the industry or in the financial markets in general, which could affect the public trading value of the companies involved in the precedent transaction which, in turn, affect the enterprise value and equity value of the companies involved in the transactions to which the merger is being compared.

Discounted Cash Flow to Equity Analysis

In order to estimate the net present value per share, CastleOak performed a discounted cash flow to equity analysis of the Company. A discounted cash flow to equity analysis is a traditional valuation methodology used to derive a valuation of an asset by calculating the “present value” of estimated future cash flows generated by the asset. “Present value” refers to the current value of future cash flows or amounts and is obtained by discounting those future cash flows or amounts by a discount rate that takes into account macroeconomic assumptions and estimates of risk, the opportunity cost of capital, expected returns and other appropriate factors.

To calculate the estimated net present equity value of the Company using the discounted cash flow to equity method, CastleOak discounted to present value the Company’s projected free cash flows from Q4 2022 through fiscal year end 2027 based on the Projections using a range of selected discount rates. CastleOak selected a range of after-tax discount rates of 7.90% to 11.90% based on its analysis of the weighted average cost of capital of the Company as of July 22, 2022. The residual value of the Company at the end of the projection period, or terminal

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value, was estimated by applying an exit EBITDA multiple range of 7.5x to 8.5x to the Company’s 2027E free cash flow. CastleOak then calculated a range of implied equity values per share by adding the present value of certain net tax benefits (approximately $2.0 million as provided by Company management) and dividing such amount by the implied fully diluted number of the shares based on the shares as of June 30, 2022, all as provided by management of the Company, to derive a range of implied value per share of $7.77 to $9.82. CastleOak compared this range of implied value per share with the merger consideration of $9.60 per share and the 30-day and 90-day VWAP, as of July 22, 2022, of $6.68 and $6.60 per share, respectively.

Other Information

CastleOak also observed historical trading activity of PZN Class A common stock during the 52-week period ending July 22, 2022, which was not part of its financial analyses in connection with rendering its opinion but was referenced solely for informational purposes. The historical trading activity during the 52-week period ending July 22, 2022, indicated low and high intraday trading prices of PZN Class A common stock during such period of $6.07 to $11.75.

CastleOak also performed a discounted cash flow to equity sensitivity analysis, which was not part of its financial analyses in connection with rendering its opinion but was referenced solely for informational purposes. CastleOak assumed 0.0% revenue growth and constant EBITDA margins for Q4 2022 through fiscal year end 2027 based on the Projections, using a range of selected discount rates, to calculate the estimated net present equity value of the Company and implied fully diluted value per share.

General

The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying CastleOak’s opinion. In arriving at its fairness determination, CastleOak considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, CastleOak made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the above analyses as a comparison is directly comparable to the Company or the contemplated transaction.

CastleOak prepared these analyses for purposes of providing its opinion to the Special Committee as to the fairness, from a financial point of view, as of the date of the written opinion of CastleOak, to the holders of PZN Class A common stock (other than excluded shares), of the merger consideration to be received by such holders pursuant to the merger agreement. These analyses do not purport to be appraisals, nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of the Company, PIM, LLC, CastleOak or any other person assumes responsibility if future results are materially different from those forecasts.

CastleOak is a boutique investment banking firm and, as part of its investment banking activities, is regularly engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, investments for passive and control purposes, negotiated underwritings, competitive bids, secondary distributions of listed and unlisted securities, private placements, and valuations for corporate and other purposes. The Special Committee selected CastleOak to act as its independent financial advisor because of its qualifications, reputation, and experience in the valuation of businesses and securities in connection with mergers and acquisitions.

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CastleOak is acting as independent financial advisor to the Special Committee in connection with the merger. As compensation for its services in connection with the merger, CastleOak is entitled to receive from the Company a $1.0 million opinion fee, which became payable upon the delivery of CastleOak’s opinion to the Special Committee and is creditable against a transaction fee payable and contingent upon the closing of the merger. Upon the closing of the merger, CastleOak is entitled to receive a transaction fee that is estimated, based on the information available as of the date of announcement of the transaction, to be approximately $1.46 million, less the amount of the opinion fee. The Company has also agreed to reimburse CastleOak for out-of-pocket expenses and to indemnify CastleOak for certain liabilities arising out of the performance of such services (including the rendering of CastleOak’s opinion). The Special Committee was aware of this fee structure and took it into account in considering CastleOak’s opinion.

In the ordinary course of CastleOak’s businesses, CastleOak may provide investment banking and other financial services to the Company, the PIM, LLC, or their respective affiliates and may receive compensation for the rendering of these services. During the two years preceding the date of its written opinion, CastleOak has not received fees from the Company or PIM, LLC for any such services. CastleOak will not receive any other significant payment or compensation contingent upon the successful consummation of the merger. In the ordinary course of business, CastleOak and its clients may transact in the securities of the Company or their affiliates or related entities and may at any time hold a long or short position in such securities.

Purpose and Reasons of PIM, LLC and Mr. Pzena for the Merger

Under the SEC rules governing “going-private” transactions, each of PIM, LLC, Merger Sub and Mr. Pzena is an affiliate of the Company and, therefore, required to express its reasons for the merger to the Company’s unaffiliated stockholders, as defined in Rule 13E-3 of the Exchange Act. PIM, LLC, Merger Sub and Mr. Pzena are making the statements included in this section solely for the purpose of complying with the requirements of Rule 13E-3 and related rules under the Exchange Act. For PIM, LLC, Merger Sub and Mr. Pzena the primary purpose of the merger is to allow the unitholders of PIM, LLC (other than the Company) to avoid the costs and expenses associated with the Company having publicly traded equity and to own all of PIM, LLC, and to bear all of the rewards and risks of such ownership, after the merger is completed and the shares of PZN Class A common stock cease to be publicly traded. PIM, LLC, Merger Sub and Mr. Pzena believe that structuring the transaction as a merger is preferable to other transaction structures because it (1) will enable (a) the PZN Class A common stock to be automatically converted into the right to receive the merger consideration at the effective time and (b) the PZN Class B common stock to be automatically cancelled for no consideration at the effective time, (2) will allow the Company to cease to be a publicly registered and reporting company, and (3) represents an opportunity for the Company’s unaffiliated stockholders to receive the merger consideration in cash, without interest and less any applicable withholding taxes, subject to and in accordance with the terms and conditions of the merger agreement.

Plans for the Company After the Merger

Following the completion of the merger, the Company will have been merged with and into Merger Sub, with Merger Sub surviving the merger as a wholly owned subsidiary of PIM, LLC (which we refer to as the “Surviving Company”). The shares of PZN Class A common stock are currently listed on the NYSE and registered under the Exchange Act. Following the completion of the merger, the shares of PZN Class A common stock outstanding immediately prior to the effective time will have been converted into the right to receive the merger consideration; as such, there will be no further market for the shares of PZN Class A common stock and, as promptly as practicable following the effective time and in compliance with applicable law, PZN Class A common stock will be delisted from the NYSE, deregistered under the Exchange Act and will cease to be publicly traded.

PIM, LLC currently anticipates that the strategy and operations of the Surviving Company and its affiliates will initially be conducted in substantially the same manner as they are currently being conducted (except that the Surviving Company will not be a public company and will instead be a wholly owned subsidiary of PIM, LLC).

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PIM, LLC believes that, as a private company, it will be able to eliminate the time and expense associated with the public markets and enhance its ability to focus on its clients and the firm’s long-term growth.

The officers of the Company immediately prior to the effective time of the merger will, from and after the effective time of the merger, be the officers of the Surviving Company until their respective successors have been duly elected or appointed and qualified or until their earlier death, incapacitation, retirement, resignation or removal in accordance with the limited liability company agreement of the Surviving Company. The managing member of Merger Sub immediately prior to the effective time of the merger will, from and after the effective time of the merger, be the managing member of the Surviving Company until its successor has been duly elected and qualified or until its earlier death, incapacitation, retirement, resignation or removal in accordance with the limited liability company agreement of the Surviving Company.

Certain Effects of the Merger

If the Company’s stockholders approve the Merger Agreement Proposal and all other conditions to the closing of the merger are either satisfied or waived, the Company will merge with and into Merger Sub, with Merger Sub surviving the merger as the Surviving Company and a wholly owned subsidiary of PIM, LLC.

Treatment of the Shares of Company Common Stock

At the effective time of the merger, each outstanding share of PZN Class A common stock (other than excluded shares) will be converted into the right to receive the merger consideration and each outstanding share of PZN Class B common stock will be automatically cancelled and the holders thereof will not receive the merger consideration.

Treatment of Company Equity Awards

At the effective time of the merger: (1) each outstanding stock option to purchase a share of PZN Class A common stock will fully vest and be converted into the right to receive the excess, if any, of the merger consideration over the per share exercise price of such stock option, (2) each outstanding restricted share of PZN Class A common stock held by a non-employee director will fully vest and be entitled to receive the merger consideration, (3) each other outstanding restricted share of PZN Class A common stock will be converted into an economically equivalent award in PIM, LLC on substantially the same terms and conditions as such restricted share, (4) each outstanding phantom share corresponding to a share of PZN Class A common stock will be converted into a phantom Class B unit of PIM, LLC, with the same economic value and substantially the same terms and conditions as such phantom share and (5) each outstanding deferred stock unit corresponding to a share of PZN Class A common stock held by a non-employee director will vest (to the extent unvested) and will be converted into the right to receive the merger consideration, with settlement to occur in accordance with the original election of such director.

Benefits of the Merger for the Company’s Unaffiliated Stockholders

The primary benefit of the Merger to the unaffiliated stockholders will be their right to receive the merger consideration of $9.60 in cash per share of PZN Class A common stock, without interest and less applicable withholding taxes, as described above, which represents a per share premium of approximately (1) 49% above the closing price of the shares of PZN Class A common stock as of July 26, 2022, the last trading day prior to the Company’s announcement regarding its entrance into the merger agreement, and (2) 46% above the 90-calendar day volume weighted average price of the shares of PZN Class A common stock as of July 26, 2022. Additionally, such stockholders will avoid the risk of any possible decrease in the Company’s future earnings, growth or value after the merger.

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Detriments of the Merger to the Company’s Unaffiliated Stockholders

The primary detriments of the merger to our unaffiliated stockholders include the lack of an interest of such stockholders in the potential future earnings, growth or value realized by the Company after the merger.

Certain Effects of the Merger for PIM, LLC

Following the completion of the merger, PIM, LLC’s unitholders (other than the Company) will (directly or indirectly) own all of the equity interests of PIM, LLC and will be the sole beneficiaries of PIM, LLC’s future earnings, growth and value.

Additionally, following the merger, PZN Class A common stock will be delisted from the NYSE and deregistered under the Exchange Act and will cease to be publicly traded. See the section of this proxy statement entitled “Special Factors – Plans for the Company After the Merger.” As such, the Surviving Company will be relieved of the requirements applicable to public companies, including the pressure to meet analyst forecasts and the requirements and restrictions on trading that directors, officers and beneficial owners of more than 10% of the shares face as a result of the provisions of Section 16 of the Exchange Act. The Surviving Company will also be relieved of the obligation to separately prepare and furnish information to its stockholders. PIM, LLC will benefit from any regulatory compliance cost savings realized by the Surviving Company after it becomes a private company.

The primary detriments of the merger to PIM, LLC include the fact that all of the risk of any possible decrease in the future earnings, growth or value of the Surviving Company following the merger will be borne by PIM, LLC. Additionally, PIM, LLC’s membership interests will be more illiquid than they are currently, with no public trading market for such securities or right to exchange into publicly traded securities (which exists today pursuant to the exchange rights provided for in PIM, LLC’s operating agreement).

Certain Effects on the Company if the Merger Is Not Completed

If the Merger Agreement Proposal is not approved by the Company’s stockholders or if the merger is not completed for any other reason, the Company’s stockholders will not receive any payment for their shares of PZN Class A common stock in connection with the merger. Instead, the Company will remain an independent public company, and the shares of PZN Class A common stock will continue to be listed on the NYSE, for so long as it continues to meet eligibility listing standards. In addition, if the merger is not completed, the Company expects that management will operate the Company’s business in a manner similar to that in which it is being operated today and that the Company’s stockholders will continue to be subject to the same risks and opportunities to which they are currently subject, including, without limitation, risks related to fluctuations in the Company’s and its affiliates’ assets under management, market and competitive pressures, and capacity constraints in certain of the Company’s strategies. You should also read and consider carefully the other information in this proxy statement, the annexes to this proxy statement and the documents incorporated by reference herein, including the risk factors contained in the Company’s Annual Report on Form 10-K and other SEC filings. See the section of this proxy statement entitled “Where You Can Find More Information.”

Failure to complete the merger could negatively impact the Company’s business and the market price of the shares of PZN Class A common stock.

If the merger is not completed for any reason, we will be subject to a number of material risks, including the disruption to our business resulting from the announcement of the signing of the merger agreement and the diversion of management’s attention from our day-to-day business, which may make it difficult for us to achieve our business goals if the merger does not occur. In addition, depending on the circumstances that would have caused the merger not to be completed, the price of the shares of PZN Class A common stock may decline significantly. If that were to occur, it is uncertain when, if ever, the price of the shares of PZN Class A common stock would return to the price at which the shares of such shares are trading as of the date of this proxy statement.

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Accordingly, if the merger is not completed, there can be no assurance as to the effect of these risks and opportunities on the future value of your shares of Company common stock, and, there can be no assurance that any other transaction acceptable to the Company will be offered or that the Company’s business, financial condition or results of operation will not be adversely impacted

Unaudited Prospective Financial Information of the Company

The Company’s management does not as a matter of course make public projections as to future performance, revenues, earnings or other results due to, among other reasons, the uncertainty, unpredictability and subjectivity of the underlying assumptions and estimates. The Company is especially reluctant to disclose projections for extended periods due to the increasing uncertainty, unpredictability and subjectivity of such assumptions and estimates when applied to time periods further in the future. As a result, the Company does not endorse projections or other unaudited prospective financial information as a reliable indication of future results. However, in connection with the Special Committee’s evaluation of a potential transaction, the Company’s management independently prepared certain unaudited prospective financial information for fiscal years 2022 through 2027, which we refer to generally as “Projections.” The Projections were made available to PIM, LLC, the Special Committee and the Board in connection with their consideration and evaluation of the merger, and were provided to Ardea and CastleOak in connection with their respective financial analyses and opinions.

The Company is including a summary of the Projections in this proxy statement in order to provide the Company’s stockholders with access to the final projections that were made available to, and approved by, the Special Committee and the Board in connection with their evaluation of the merger, made available to PIM, LLC, Ardea and CastleOak, and which Ardea and CastleOak were instructed by the Special Committee to use, in connection with their respective financial analyses and opinions.

The Projections are based on the following material assumptions:

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Projections

The following table presents a summary of the Projections:

Interests of Executive Officers and Directors of the Company in the Merger

When considering the recommendation of the Board with respect to the merger, you should be aware that the Company’s directors and executive officers may have interests in the transactions that are different from, or in addition to, those of the stockholders of the Company more generally. In particular, the management stockholders are officers of PIM, LLC and will be controlling stockholders of PIM, LLC after completion of the merger. The Board and the Special Committee were aware of these interests during their deliberations on the merits of the merger and considered them in deciding to recommend that the stockholders of the Company vote to adopt the merger agreement.

As described below, the interests of the Company’s non-employee directors and executive officers include the following:

In addition to the accelerated vesting of restricted shares, Shavar D. Jeffries, a Company director who receives both cash and stock compensation quarterly, will also be paid his cash compensation in full for the quarter during which the closing of the merger occurs.

The Company’s executive officers who are named executive officers (which we refer to as the “NEOs”) are the following: Richard S. Pzena, John P. Goetz and William L. Lipsey.

Certain Company directors and executive officers, including the NEOs, own Class B units of PIM, LLC that will continue to be outstanding following the closing.

Certain interests held by executive officers in PIM, LLC will have non-economic changes made to such interests to reflect the structural changes effected by consummation of the merger agreement, including elimination of conversion rights of such interests into PZN Class A common stock.

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Treatment of Company Equity Awards

The Company’s non-employee directors hold certain restricted shares of PZN Class A common stock and deferred stock unit corresponding to a share of PZN Class A common stock. No executive officers hold any outstanding Company equity awards.

Pursuant to the merger agreement, at the effective time of the merger: (1) each outstanding restricted share of PZN Class A common stock held by a non-employee director will fully vest and be entitled to receive the merger consideration; and (2) each outstanding deferred stock unit corresponding to a share of PZN Class A common stock held by a non-employee director will vest (to the extent unvested) and will be converted into the right to receive the merger consideration, with settlement to occur in accordance with the original election of such director. The estimated aggregate value of the unvested restricted shares of PZN Class A common stock and unvested deferred stock units corresponding to a share of PZN Class A common stock held by the Company’s non-employee directors is $6,271,382.

Indemnification and Insurance

Under the merger agreement, the Company’s directors and executive officers will be entitled to certain ongoing indemnification and coverage under directors’ and officers’ liability insurance policies from the Surviving Company. For more information regarding such indemnification and insurance coverage, see “The Merger Agreement – Indemnification; Directors’ and Officers’ Insurance.”

Quantification of Payments and Benefits to Company’s Named Executive Officers

Item 402(t) of the SEC’s Regulation S-K requires disclosure of information about the compensation that is payable or that may become payable to each NEO that is based on, or otherwise relates to, the merger (the “Golden Parachute Compensation”). While, as noted above, all of our NEOs have interests in the merger in their capacities as members of PIM, LLC, no NEO of the Company is entitled to any Golden Parachute Compensation in connection with the merger.

Golden Parachute Compensation

Voting Agreement

Pursuant to the voting agreement, the management stockholders have agreed to vote (or cause to be voted) 225,307 shares of PZN Class A common stock and 28,652,157 shares of PZN Class B common stock owned by them (1) in favor of the approval of the merger agreement and the approval of any other matter that is required to be approved by the stockholders of the Company in order to effect the transactions contemplated by the merger agreement and (2) against any action that would reasonably be expected to prevent, interfere with or delay the consummation of the merger and the other transactions contemplated by the merger agreement or that would otherwise be inconsistent with the merger and the other transactions contemplated by the merger agreement.

All of the shares of PZN Class B common stock subject to the voting agreement are owned through PIM, LP, a partnership formed with the objective of aggregating employee ownership in PIM, LLC into one entity. As a result of (x) the management stockholders’ control of PIM, LP and (y) the stockholders’ agreement entered into

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by all of the holders of PZN Class B common stock, pursuant to which such holders agreed to vote all shares of PZN Class B common stock then held by them in accordance with the majority of votes of PZN Class B common stockholders taken in a preliminary vote of the PZN Class B common stockholders, the voting agreement is expected to result in all outstanding shares of PZN Class B common stock being voted in favor of the Merger Agreement Proposal, with the result that such proposal will be adopted.

For more information, see the section of this proxy statement entitled “The Voting Agreement.”

Appraisal Rights

If the merger is consummated, the Company’s stockholders who continuously hold shares of Company common stock through the effective time, who do not vote in favor of the adoption of the merger agreement and who properly demand appraisal of their shares and who do not withdraw their demands or otherwise lose their rights to seek appraisal will be entitled to seek appraisal of their shares in connection with the merger under Section 262 of the DGCL. This means that the Company’s stockholders may be entitled to have their shares of Company common stock appraised by the Delaware Court of Chancery, and to receive payment in cash of the “fair value” of their shares of Company common stock, exclusive of any elements of value arising from the accomplishment or expectation of the merger, together with interest to be paid on the amount determined to be fair value, if any, as determined by the court (or in certain circumstances, on the difference between the amount determined to be the fair value and the amount paid by the Surviving Company in the merger to each stockholder entitled to appraisal prior to the entry of judgment in any appraisal proceeding). Holders of Company common stock who wish to preserve any appraisal rights they may have, must so advise the Company by submitting a written demand for appraisal prior to the vote to adopt the merger agreement and approve the transactions contemplated thereby, and must otherwise follow fully the procedures prescribed by Section 262 of the DGCL. Due to the complexity of the appraisal process, stockholders of the Company who wish to seek appraisal of their shares are encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights. The relevant section of the DGCL regarding appraisal rights is reproduced in Annex D to this proxy statement.

Material U.S. Federal Income Tax Consequences of the Merger

The following is a general discussion of the material U.S. federal income tax consequences of the merger to U.S. holders (as defined below) whose shares of PZN Class A common stock are exchanged for the merger consideration pursuant to the merger. This discussion is based on current provisions of the Code, the U.S. Treasury regulations promulgated thereunder, judicial interpretations thereof and administrative rulings and published positions of the Internal Revenue Service (which we refer to as the “IRS”), all as in effect as of the date hereof, and all of which are subject to change or differing interpretations, possibly with retroactive effect, and any such change or interpretation could affect the accuracy of the statements and conclusions set forth in this discussion. This discussion does not address any tax consequences arising under the unearned income Medicare contribution tax pursuant to the Health Care and Education Reconciliation Act of 2010, any considerations with respect to any withholding required pursuant to the Foreign Account Tax Compliance Act of 2010 (including the U.S. Treasury regulations promulgated thereunder and intergovernmental agreements entered into in connection therewith and any laws, regulations or practices adopted in connection with any such agreement), nor any considerations under state, local or foreign laws or U.S. federal laws other than those pertaining to the U.S. federal income tax. Furthermore, this discussion does not address tax consequences to stockholders who continuously hold shares of Company common stock through the effective time, who do not vote in favor of the adoption of the merger agreement and who properly demand appraisal of their shares and who do not withdraw their demands or otherwise lose their rights to seek appraisal of their shares in connection with the merger.

For purposes of this discussion, the term “U.S. holder” means a beneficial owner of shares of PZN Class A common stock that is for U.S. federal income tax purposes:

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This discussion applies only to U.S. holders who hold their shares of PZN Class A common stock as “capital assets” within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended (the “Code”) (generally, property held for investment). Further, this discussion is for general information only and does not purport to address all aspects of U.S. federal income taxation that may be relevant to particular holders in light of their particular circumstances, and does not apply to U.S. holders subject to special treatment under U.S. federal income tax laws (including, for example, insurance companies, dealers or brokers in securities or foreign currencies, traders in securities who elect to apply the mark-to-market method of accounting, U.S. holders subject to the alternative minimum tax, U.S. holders that have a “functional currency” other than the U.S. dollar, tax-exempt organizations, tax-qualified retirement plans, banks and other financial institutions, mutual funds, certain former citizens or former long-term residents of the United States, partnerships or other entities or arrangements treated as partnerships for U.S. federal income tax purposes, S corporations, real estate investment trusts, regulated investment companies or other flow-through entities (and their respective investors), U.S. holders who hold shares of PZN Class A common stock as part of a hedge, straddle, constructive sale, conversion or other integrated transaction for tax purposes, holders other than U.S. holders, U.S. holders required to accelerate the recognition of any item of gross income as a result of such income being recognized on an applicable financial statement and U.S. holders who acquired their shares of PZN Class A common stock through the exercise of employee stock options or other compensation arrangements).

If a partnership (including for this purpose any entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds shares of PZN Class A common stock, the tax treatment of a person treated as a partner in such partnership will generally depend on the status of the partner and the activities of the partnership. If you are, for U.S. federal income tax purposes, a partner in a partnership holding shares of PZN Class A common stock, you should consult your own tax advisor.

Holders of shares of PZN Class A common stock are urged to consult their own tax advisors regarding the particular tax consequences to them of the merger, including the applicability and effect of any U.S. federal, state, local, foreign or other tax laws.

The receipt of merger consideration in exchange for shares of PZN Class A common stock pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes. In general, for U.S. federal income tax purposes, a U.S. holder who receives merger consideration in exchange for shares of PZN Class A common stock pursuant to the merger will recognize capital gain or loss in an amount equal to the difference, if any, between (1) the amount of merger consideration received, and (2) the U.S. holder’s adjusted tax basis in such shares of PZN Class A common stock.

Any such gain or loss will be a long-term capital gain or loss if a U.S. holder’s holding period in the shares of PZN Class A common stock surrendered in the merger is greater than one year as of the date of the merger.

Long-term capital gains of certain non-corporate holders, including individuals, are generally subject to U.S. federal income tax at preferential rates. The deductibility of capital losses is subject to limitations. U.S. holders who acquired different blocks of shares of PZN Class A common stock at different times or different prices should consult their tax advisers as to the determination of the tax bases, gain or loss and holding period with respect to each such block.

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Information Reporting and Backup Withholding

Payments of cash made in exchange for shares of PZN Class A common stock pursuant to the merger agreement may be subject, under certain circumstances, to information reporting and backup withholding (currently at a rate of 24%). To avoid backup withholding, a U.S. holder that does not otherwise establish an applicable exemption from backup withholding should complete and return to the applicable withholding agent a properly completed and executed IRS Form W-9, certifying that such U.S. holder is a U.S. person, that the taxpayer identification number provided is correct, and that such U.S. holder is not subject to backup withholding.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be refunded or credited against a U.S. holder’s U.S. federal income tax liability, if any, provided that such U.S. holder furnishes the required information to the IRS in a timely manner.

Financing of the Merger

The merger agreement does not contain any financing-related contingencies or financing conditions to consummation of the merger. PIM, LLC has obtained debt financing commitments in an aggregate principal amount of up to $200 million, the proceeds of which will be sufficient to consummate the merger and the other transactions contemplated by the merger agreement, including paying the aggregate merger consideration to the unaffiliated stockholders and paying all fees and expenses of or payable by PIM, LLC (which we refer to as the “required amounts”).

JPMorgan Chase Bank N.A. has committed to provide PIM, LLC the debt financing in connection with the consummation of the merger, the other transactions contemplated by the merger agreement, and related transactions, in the amounts and on the terms and subject to the conditions set forth in a debt commitment letter. The obligations of the debt commitment party to provide the debt financing under the debt commitment letter are subject to certain customary conditions.

PIM, LLC has agreed to and to cause its respective subsidiaries to, take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and obtain the financing on the terms (including the market “flex” provisions) set forth in the debt commitment letter.

PIM, LLC expects that it will enter into a senior secured credit agreement that will provide for (1) a first lien term loan facility in an aggregate principal amount of $175 million, and (2) first lien revolving commitments in aggregate principal amount of $25 million. The net proceeds from the borrowings under these facilities, together with cash on hand, is expected to be used to consummate the merger.

Fees and Expenses

The estimated fees and expenses incurred or expected to be incurred by the Company in connection with the merger are as follows:

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The estimate for legal fees set forth in this proxy statement does not include any amounts attributable to any existing or future litigation challenging the merger. All costs and expenses incurred in connection with the preparation, negotiation, execution and performance of the merger agreement and the merger and any other transactions contemplated by the merger agreement, will be paid by the party incurring such expense, except that expenses incurred in connection with the filing fee for this proxy statement and the Schedule 13E-3 and printing and mailing the proxy statement and the Schedule 13E-3 will be paid by PIM, LLC.

Regulatory Approvals

The Company has determined that no filing or waiting period pursuant to the HSR Act is required in connection with the merger.

Applications for approval or notifications have also been or will also be filed with certain U.S. and non-U.S. regulatory authorities in connection with approvals and notifications set out in the merger agreement, including:

Effective Time of the Merger

The closing of the merger will take place on the second business day following the day on which the last of the conditions to the closing of the merger has been satisfied or waived (to the extent permitted by applicable law), other than those conditions that by their nature are to be satisfied at the closing, but subject to the satisfaction or waiver of those conditions, including the receipt of all required regulatory approvals and consents, or at such other time as agreed in writing by the Company and PIM, LLC. At the closing, the Company and PIM, LLC will cause the merger to be consummated by filing all necessary documentation, including a certificate of merger, and the merger will become effective as of the time that the certificate of merger has been duly filed with and accepted by the Secretary of State of the State of Delaware (or at such later date as may be agreed by the parties in writing and specified in the certificate of merger).

Payment of Merger Consideration

At the effective time (i) each outstanding share of PZN Class A common stock (other than excluded shares), will be converted into the right to receive the merger consideration upon the terms and subject to the conditions set forth in the merger agreement whereupon all such shares will be automatically cancelled, will cease to exist, and the holders of such shares will cease to have any rights with respect to their shares of PZN Class A common stock other than the right to receive the merger consideration, without interest and (ii) each outstanding share of PZN Class B common stock will be automatically cancelled, will cease to exist and the holders of such shares will not be entitled to any merger consideration with respect thereto.

Prior to the effective time of the merger, PIM, LLC will appoint a paying agent (reasonably satisfactory to the Company) to exchange the shares of PZN Class A common stock for the merger consideration. At or promptly after the effective time of the merger, PIM, LLC will deposit, or will cause to be deposited, with the paying agent a cash amount in U.S. dollars sufficient to pay the aggregate merger consideration (which we refer to as the “exchange fund”), and the paying agent will pay each holder of record as of immediately prior to the effective time (other than those not entitled to merger consideration, as described in the preceding paragraph) the merger consideration from the exchange fund upon the surrender of book-entry shares of PZN Class A common

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stock or certificates representing shares of PZN Class A common stock. Interest will not be paid or accrue on any amount payable upon surrender of any shares of PZN Class A common stock. The paying agent will reduce the amount of any merger consideration paid by any applicable withholding taxes.

If any portion of the exchange fund (including all interest and the other proceeds of any investments thereof) remains undistributed to former holders of shares of PZN Class A common stock by the one-year anniversary of the effective time of the merger, such cash will be delivered by the paying agent to the Surviving Company upon the Surviving Company’s demand. Thereafter, any former holders of PZN Class A common stock who have not surrendered their certificates (or affidavits of loss in lieu thereof) or book entry shares will be entitled to look only to the Surviving Company with respect to payment of the merger consideration, without any interest thereon, upon due surrender of their certificates (or affidavits of loss in lieu thereof) or book entry shares in each case subject to applicable abandoned property, escheat or similar law.

Provisions for Unaffiliated Stockholders

No provision has been made to grant the Company’s stockholders access to the corporate files of the Company or any other party to the merger or to obtain counsel or appraisal services at the expense of the Company or any other such party.

Accounting Treatment

The merger will be accounted for as a common control transaction with PIM, LLC as the surviving entity. As the merger will be accounted for as a common control transaction, no goodwill or other intangible assets will be recorded, and the assets and liabilities of the Company will be stated at historical cost.

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THE MERGER AGREEMENT

The following describes the material provisions of the merger agreement, which is attached as Annex A to this proxy statement and which is incorporated by reference within this proxy statement. The description in this section and elsewhere in this proxy statement is qualified in its entirety by reference to the merger agreement. This summary does not purport to be complete and may not contain all of the information about the merger agreement that is important to you. You are encouraged to read carefully the merger agreement in its entirety before making any decisions regarding the merger because it is the principal document governing the merger.

In reviewing the merger agreement, please remember that it is included to provide you with information regarding its terms. The merger agreement contains representations and warranties by each party to the merger agreement. These representations and warranties have been made for the benefit of the other party to the merger agreement and have been qualified by certain disclosures that were made to the other party in connection with the negotiation of the merger agreement, which disclosures are not reflected in the merger agreement. The assertions embodied in the Company’s representations and warranties are qualified by information contained in a confidential disclosure letter that the Company provided to PIM, LLC and Merger Sub in connection with their entry into the merger agreement, were made for the purpose of allocating contractual risk between the parties instead of establishing matters of fact and may be subject to standards of materiality applicable to the parties to the merger agreement that differ from those applicable to the Company’s investors or security holders.

Moreover, information concerning the subject matter of the representations and warranties may change after the date of the merger agreement. The representations and warranties and other provisions of the merger agreement should not be read alone, but instead should be read together with the information provided elsewhere in this proxy statement and in the documents incorporated by reference within this proxy statement. See the section of this proxy statement entitled “Where You Can Find More Information.”

Effects of the Merger; Directors and Officers; Articles of Incorporation; Bylaws

The merger agreement provides for the merger of the Company with and into Merger Sub upon the terms, and subject to the conditions, set forth in the merger agreement. As a result of the merger, the separate corporate existence of the Company will cease and Merger Sub will continue as the Surviving Company and as a wholly owned subsidiary of PIM, LLC.

The officers of the Company immediately prior to the effective time of the merger will, from and after the effective time of the merger, be the officers of the Surviving Company until their respective successors have been duly elected or appointed and qualified or until their earlier death, incapacitation, retirement, resignation or removal in accordance with the limited liability company agreement of the Surviving Company. The managing member of Merger Sub immediately prior to the effective time of the merger will, from and after the effective time of the merger, be the managing member of the Surviving Company until its successor has been duly elected and qualified or until its earlier death, incapacitation, retirement, resignation or removal in accordance with the limited liability company agreement of the Surviving Company.

At the effective time of the merger, each of the certificate of formation and the limited liability company agreement of the Surviving Company will remain in its entirety to be in the form of the certificate of formation and limited liability company agreement of Merger Sub, respectively, until thereafter amended as provided therein or as provided by applicable law.

Closing and Effective Time of the Merger

The merger agreement provides that the closing of the merger will take place on the second business day following the day on which the last of the conditions to closing (described in the section of this proxy statement entitled “Conditions to the Merger”) has been satisfied or waived (to the extent waivable under applicable law

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and the merger agreement), other than those conditions that by their nature are to be satisfied at the closing (but subject to the satisfaction or waiver of those conditions), unless otherwise agreed in writing by the Company and PIM, LLC.

Assuming receipt of required regulatory approvals and timely satisfaction of other closing conditions, including the approval by our stockholders of the Merger Agreement Proposal, we currently expect the closing of the merger to occur in the fourth quarter of 2022.

The effective time of the merger will occur upon the certificate of merger having been duly filed with and accepted by the Secretary of State of the State of Delaware, or at such later time as the Company and PIM, LLC may agree in writing and specify in the certificate of merger.

Treatment of Common Stock and Company Equity Awards

Each share of PZN Class A common stock issued and outstanding immediately prior to the effective time of the merger (other than the excluded shares) will automatically be cancelled and will cease to exist, and the holders thereof will cease to have any rights with respect to such shares other than the right to receive $9.60 in cash, without interest, less any applicable withholding taxes. Each share of PZN Class B common stock issued and outstanding immediately prior to the effective time of the merger will automatically be cancelled and will cease to exist, and the holders thereof will cease to have any rights with respect to such shares. Each share of PZN Class A common stock (other than any shares of PZN Class A common stock owned by PIM, LLC, the Company or any of their direct or indirect subsidiaries (1) in such person’s fiduciary, representative or other capacity on behalf of other persons, whether or not held in a separate account, (2) in the context of ordinary course brokerage, asset management, research or similar activities of such person, or (3) in connection with such person’s transactions that are undertaken by pension funds or employee benefit programs) issued and outstanding immediately prior to the effective time of the merger that is owned by (x) the Company (whether held in treasury or otherwise) or any direct or indirect wholly owned subsidiary of the Company or (y) PIM, LLC will be cancelled and will cease to exist without payment of any consideration other than being converted into one limited liability company membership interest of the Surviving Company.

At the effective time of the merger: (1) each outstanding stock option to purchase a share of PZN Class A common stock will fully vest and be converted into the right to receive the excess, if any, of the merger consideration over the per share exercise price, (2) each outstanding restricted share of PZN Class A common stock held by a non-employee director will fully vest and be entitled to receive the merger consideration, (3) each other outstanding restricted share of PZN Class A common stock will be converted into an economically equivalent award in PIM, LLC on substantially the same terms and conditions as such restricted share, (4) each outstanding phantom share corresponding to a share of PZN Class A common stock will be converted into a phantom Class B unit of PIM, LLC, with the same economic value and substantially the same terms and conditions as such phantom shares and (5) each outstanding deferred stock unit corresponding to a share of PZN Class A common stock held by a non-employee director will vest (to the extent unvested) and will be converted into the right to receive the merger consideration, with settlement to occur in accordance with the original election of such director.

Surrender and Payment Procedures

At or promptly after the effective time of the merger, PIM, LLC will deposit, or will cause to be deposited, with the paying agent a cash amount in U.S. dollars sufficient to pay the aggregate merger consideration, other than in respect of the excluded shares as discussed below.

As soon as reasonably practicable after the effective time of the merger, and in any event not later than the second business day following the closing of the merger, the Surviving Company will instruct the paying agent to

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mail to each of our holders of shares of Class A common stock of record immediately prior to the effective time of the merger (other than holders of excluded shares): (1) a letter of transmittal specifying that delivery will be effected, and risk of loss and title will pass, only upon the delivery of the share certificates representing such shares of PZN Class A common stock (or affidavits of loss in lieu of such share certificates as provided in the merger agreement) or the transfer of the shares of PZN Class A common stock represented by book-entry to the paying agent, and such materials will be in such customary form and having such other customary provisions as mutually agreed between PIM, LLC and the Company prior to the closing of the merger; and (2) instructions advising each such holder of record how to surrender his, her or its shares of PZN Class A common stock in exchange for the merger consideration. Upon surrender of the materials described in the foregoing sentence, such holder of record will be entitled to receive from the exchange fund an amount in cash equal to the product of (x) the number of shares of PZN Class A common stock represented by such holder’s properly surrendered certificates (or affidavits of loss in lieu thereof) or non-certificated shares represented by book-entry and (y) the merger consideration (less any applicable withholding taxes). Interest will not be paid or accrue in respect of the merger consideration.

In the event of a transfer of ownership of shares of PZN Class A common stock that is not registered in the transfer records of the Company, payment upon due surrender of the share certificates may be issued to such transferee if the share certificates formerly representing such shares of PZN Class A common stock are presented to the paying agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer and other applicable taxes have been paid or are not applicable.

At the effective time of the merger, the stock transfer books of the Company will be closed, and there will be no further registration of transfers on the transfer books of the Surviving Company of the shares of PZN Class A common stock that were outstanding immediately prior to the effective time of the merger. If, after the effective time of the merger, any share certificate or book-entry share is presented to the Surviving Company or the paying agent for transfer or any other reason, the holder will be given a copy of the letter of transmittal referred to above and instructed to comply with the instructions in that letter of transmittal in order to receive the cash to which such holder is entitled to receive as a result of the merger.

If any portion of the exchange fund (including all interest and the other proceeds of any investments thereof) remains undistributed to former holders of shares of PZN Class A common stock by the one year anniversary of the effective time of the merger, such cash will be delivered by the paying agent to the Surviving Company upon the Surviving Company’s demand. Thereafter, any former holders of PZN Class A common stock who have not surrendered their certificates (or affidavits of loss in lieu thereof) or book entry shares will be entitled to look only to the Surviving Company with respect to payment of the merger consideration, without any interest thereon, upon due surrender of their certificates (or affidavits of loss in lieu thereof) or book entry shares, in each case subject to applicable abandoned property, escheat or similar law.

PIM, LLC, the Company and its subsidiaries, Merger Sub, the Surviving Company and the paying agent, as applicable, will be entitled to deduct and withhold from any amounts otherwise payable pursuant to the merger agreement such amounts as are required to be deducted and withheld with respect to the making of such payment under the Code or any other applicable federal, state, local or foreign tax law. To the extent that amounts are so deducted or withheld, such deducted or withheld amounts will (i) be remitted by the applicable entity to the appropriate governmental authority and (ii) be treated for all purposes of the merger agreement as having been paid to the person in respect of which such deduction and withholding was made.

Representations and Warranties

Representations and Warranties of the Company

We made customary representations and warranties in the merger agreement that are subject, in many cases, to exceptions and qualifications contained in the merger agreement, in the Company’s confidential disclosure

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schedule delivered to PIM, LLC and Merger Sub in connection with execution of the merger agreement or in certain reports filed with the SEC. These representations and warranties relate to, among other things:

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Material Adverse Effect

Many of our representations and warranties are qualified by, among other things, a “Company material adverse effect” clause. For purposes of the merger agreement, “Company material adverse effect” means any fact, development, circumstance, change, event, condition, occurrence or effect (which we collectively refer to as an “effect”) that, individually or in the aggregate, has had a material adverse effect on the financial condition, business or results of operations of the Company and its subsidiaries, taken as a whole, excluding any effect resulting from the following:

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Representations and Warranties of PIM, LLC and Merger Sub

The merger agreement also contains customary representations and warranties made by PIM, LLC and Merger Sub that are subject, in some cases, to specified exceptions and qualifications contained in the merger agreement and in the disclosure schedule delivered by PIM, LLC and Merger Sub to the Company. The representations and warranties of PIM, LLC and Merger Sub relate to, among other things:

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Conduct of PIM, LLC Pending the Merger

Under the merger agreement, between the date of the merger agreement and the earlier of the effective time of the merger and the termination of the merger agreement in accordance with its terms, PIM, LLC has agreed, subject to certain exceptions, that it will not, and that it will cause its subsidiaries not to, take any action that would reasonably be expected to impair or prevent the consummation of the merger and the other transactions contemplated by the merger agreement.

PIM, LLC has further agreed that, between the date of the merger agreement and the earlier of the effective time of the merger and the termination of the merger agreement in accordance with its terms, it will not:

PIM, LLC has also agreed that it will not, and will cause its subsidiaries not to, without the prior written consent of the Company:

No Solicitation of Acquisition Proposals; Board Recommendation Changes

No Solicitation or Negotiation

Except as expressly permitted by the terms of the merger agreement described below, we have agreed in the merger agreement that the Special Committee will not, and the Special Committee will use its reasonable best efforts to cause its investment bankers, attorneys and other advisors and representatives (which we refer to collectively as “representatives”) not to, and the Company will not at the request of the Special Committee require any of the officers or the employees of the Company to:

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Under the merger agreement, “acquisition proposal” means any bona fide proposal or offer made by any person for (1) a merger, reorganization, share exchange, consolidation, business combination, recapitalization, dissolution, liquidation or similar transaction involving the Company; (2) the direct or indirect acquisition by any person of 20% or more of the assets of the Company and its subsidiaries, on a consolidated basis; (3) the direct or indirect acquisition by any person of 20% or more of the voting power of the outstanding shares of Company common stock, including any tender offer or exchange offer that if consummated would result in any person beneficially owning shares of Company common stock with 20% or more of the voting power of the outstanding shares of Company common stock; or (4) the direct or indirect acquisition by any person of 20% or more of the voting power of the outstanding shares of PZN Class A common stock, including any tender offer or exchange offer that if consummated would result in any person beneficially owning shares of PZN Class A common stock with 20% or more of the voting power of the outstanding shares of PZN Class A common stock.

We have also agreed in the merger agreement that the Company will, and will use its reasonable best efforts to cause its representatives to, immediately (1) cease any solicitation, encouragement, discussions or negotiations with any person that may be ongoing with respect to any acquisition proposal or a potential acquisition proposal; (2) terminate access to any physical or electronic data rooms relating to a possible acquisition proposal and; and (3) request that any such person and its representatives promptly return or destroy all confidential information concerning the Company and its subsidiaries previously furnished by or on behalf of the Company or any of its subsidiaries, and destroy all analyses and other materials prepared by or on behalf of such person that contain, reflect or analyze such information, in each case in accordance with the applicable confidentiality agreement between the Company and such person. The Company will not grant any waiver, amendment or release under any confidentiality, standstill or similar agreement (or terminate or fail to enforce such agreement) unless the Special Committee determines in good faith (after consultation with its outside counsel) that a failure to take any action would be inconsistent with the directors’ duties under applicable law.

No Solicitation Exceptions

Notwithstanding the foregoing, the Company and PIM, LLC also agreed that, at any time prior to the time the Company stockholder approvals are obtained, if the Company receives an unsolicited written acquisition proposal from any person that did not result from a breach of the non-solicitation provisions of the merger agreement, the Company, the Special Committee and any of their representatives may contact such person to clarify the terms and conditions thereof and:

if and only to the extent that prior to taking any action described in clause (1) or (2) above, the Board (or the Special Committee acting on behalf of the Board) determines in good faith (after consultation with its outside counsel and financial advisor) that such acquisition proposal either constitutes a superior proposal (as defined below) or would reasonably be expected to result in a superior proposal.

Under the merger agreement, “superior proposal” means a bona fide acquisition proposal (with references to 20% being deemed to be replaced with references to 50%) that the Board (or the Special Committee acting on its

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behalf) has determined in its good faith judgment (after consultation with outside legal counsel and its financial advisors) is more favorable to the Company’s stockholders from a financial point of view than the Merger and the other transactions contemplated by the merger agreement.

No Change of Recommendation

The merger agreement provides that (subject to certain exceptions described below) the Board will not (1) withhold, withdraw, suspend, qualify, amend or modify (or publicly propose or resolve to withhold, withdraw, suspend, qualify, amend or modify, in a manner adverse to PIM, LLC or Merger Sub, the Board’s recommendation that the Company stockholders adopt the merger agreement (which we refer to as the “Company Recommendation”) or fail to include the Company Recommendation in this proxy statement; (2) adopt, approve, endorse or recommend, or propose publicly to adopt, approve, endorse or recommend, or otherwise publicly declare advisable an acquisition proposal; (3) fail to issue a press release that publicly reaffirms the Company Recommendation as promptly as practicable (but in any event within 10 business days) after receipt of a written request by PIM, LLC to provide such reaffirmation following the date any acquisition proposal is first published or sent, given or communicated to the holders of shares of PZN Class A common stock (provided that PIM, LLC may make such request only once with respect to such acquisition proposal unless such acquisition proposal is subsequently materially modified, in which case, PIM, LLC may make such request once each time such material modification is made); (4) fail to recommend against any public tender offer or exchange offer for shares of PZN Class A common stock that is subject to Regulation 14D of the Exchange Act within 10 business days after commencement of such tender offer or exchange offer; or (5) publicly resolve, propose or agree to do any of the foregoing (we refer to each of the foregoing as a “change of recommendation”), or cause the Company to enter into any alternative acquisition agreement.

No Change of Recommendation Exceptions

Intervening Event; Superior Proposal

Notwithstanding the foregoing, the Company and PIM, LLC agreed that, prior to the time the Company stockholder approvals are obtained, the Board (or the Special Committee acting on its behalf) may effect a change of recommendation if:

provided that, in the event of clause (2), the Board (or the Special Committee acting on its behalf) will not, and will cause the Company not to, effect a change of recommendation unless:

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An “intervening event” means an event, development, change or occurrence (but specifically excluding any acquisition proposal or superior proposal) that is material to the Company and its subsidiaries, taken as a whole, and that was not known and was not reasonably foreseeable to the Special Committee as of the date of the merger agreement (or the material consequences of which were not reasonably foreseeable to the Special Committee acting as of the date of the merger agreement); provided that in no event will any of the following constitute an intervening event: (x) the fact, in and of itself, that the Company or any of its subsidiaries meets, fails to meet or exceeds any internal or published projections, forecasts, estimates or predictions in respect of revenues, earnings or other financial or operating metrics for any period (it being understood and agreed that any events, developments, changes or occurrences giving rise to or contributing to such performance that are not otherwise excluded from the definition of intervening event may be taken into account in determining whether there has been, or will be, an intervening event), (y) any change, in and of itself, in the market price or trading volume of PZN Class A common stock, any changes in credit ratings and any changes in any analysts’ recommendations or ratings with respect to the Company or any of its subsidiaries (it being understood and agreed that any events, developments, changes or occurrences giving rise to or contributing to such change that are not otherwise excluded from the definition of intervening event may be taken into account in determining whether there has been, or will be, an intervening event) or (z) any changes in general United States or global economic conditions, including changes in United States or global securities, credit, financial, debt or other capital markets.

Stockholders Meeting

The Company has agreed to use reasonable best efforts to take all action necessary in accordance with the DGCL and its certificate of incorporation and bylaws to duly call, give notice of, convene and hold the special meeting as promptly as practicable, subject to compliance with DGCL and the Exchange Act (and the rules and regulations promulgated thereunder), following the mailing of this proxy statement; provided that the Company may postpone or adjourn the special meeting (1) with the consent of PIM, LLC, (2) for the absence of a quorum or (3) to allow reasonable additional time for any supplemental or amended disclosure which the Company has determined in good faith is necessary under applicable law and for such disclosure to be disseminated and reviewed by the Company’s stockholders prior to the special meeting.

Filings; Other Actions; Notification

Subject to the terms of the merger agreement, the Company, PIM, LLC and Merger Sub will each cooperate with each other and use their respective reasonable best efforts to consummate and make effective the merger and the other transactions contemplated by the merger agreement as promptly as practicable, including by:

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In addition, subject to the terms of the merger agreement, the Company and PIM, LLC will cooperate with each other in (1) determining whether any filings are required to be made with, or governmental consents are required to be obtained from, any governmental entities (including in any foreign jurisdiction in which the Company or its subsidiaries are operating any business) and (2) to the extent not made prior to the date of the merger agreement, timely making or causing to be made all such applications and filings as promptly as practicable.

Each party will supply as promptly as practicable such information, documentation, other material or testimony that may be requested by any governmental entity, including by complying at the earliest reasonably practicable date with any request under or with respect to the HSR Act, any other governmental consent and any such other applicable laws for additional information, and documents or other materials received by PIM, LLC or the Company or any of their respective subsidiaries from any governmental entity in connection with such applications or filings or the transactions contemplated in the merger agreement.

None of the parties will (1) propose or commit to any extension of any waiting period under any regulatory law without the prior written consent of the other parties (such consent not to be unreasonably withheld, conditioned or delayed) or (2) propose or commit to any agreement not to consummate the merger or any of the other transactions contemplated by this Agreement without the prior written consent of the other parties (which consent may be withheld in its sole discretion).

Financing

Pursuant to the merger agreement, PIM, LLC and each of its subsidiaries agreed to take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable to obtain funds sufficient to fund the required amounts on or prior to the date on which the merger is required to be consummated pursuant to the terms thereof. In furtherance and not in limitation of the foregoing, PIM, LLC agreed to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to obtain the proceeds of the debt financing on the terms and subject only to the conditions described in the debt commitment letter as promptly as possible but in any event prior to the date on which the merger is required to be consummated pursuant to the merger agreement, including to (1) maintain in effect the debt commitment letter and, to the extent entered into prior to the closing, the definitive agreements relating to the financing (which we refer to as the “definitive financing agreements”), (2) negotiate and enter into the definitive financing agreements with respect to the debt financing consistent with the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in any related fee letter) and without any prohibited modification, (3) satisfy on a timely basis all conditions in the debt commitment letter and the definitive financing agreements and complying with all obligations thereunder and (4) enforce its rights under the debt commitment letter and to comply with its obligations and enforce its rights, under the debt commitment letter and definitive financing agreements in a timely and diligent manner.

Neither PIM, LLC nor any of its subsidiaries will, without the prior written consent of the Company: (1) permit, consent to or agree to any amendment, replacement, supplement, termination or modification to, or any waiver of, any provision or remedy under, the debt commitment letter or the definitive financing agreements

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if such amendment, replacement, supplement, modification, waiver or remedy (a) adds new (or adversely modifies any existing) conditions to the consummation of all or any portion of the debt financing, (b) reduces the aggregate principal amount of the debt financing (as described in the section of this proxy statement entitled “Special Factors – Financing of the Merger”), (c) adversely affects the ability of PIM, LLC to enforce its rights against other parties to the debt commitment letter or the definitive financing agreements as so amended, replaced, supplemented or otherwise modified or (d) could otherwise reasonably be expected to prevent, impede or delay the consummation of the merger and the other transactions contemplated by the merger agreement (collectively, the “prohibited modifications”); or (2) terminate the debt commitment letter or any definitive financing agreement. PIM, LLC will promptly deliver to the Company copies of any such amendment, replacement, supplement, termination, modification or waiver.

In the event that any portion of the debt financing becomes unavailable, regardless of the reason therefor, PIM, LLC will (1) promptly notify the Company in writing of such unavailability and the reason therefor and (2) use reasonable best efforts, and cause each of its subsidiaries to use their reasonable best efforts, to arrange and obtain, as promptly as practicable following the occurrence of such event, alternative financing for any such unavailable portion from the same or alternative sources in an amount sufficient, when taken together with the available portion of the debt financing, to consummate the transactions contemplated by the merger agreement and to pay the required amounts and which does not include any prohibited modifications or conditions to the consummation of such alternative financing that are more onerous, taken as a whole, than the conditions set forth in the debt commitment letter as of the date of the merger agreement. PIM, LLC will provide (or cause to provide) the Company with prompt oral and written notice of any actual or threatened (in writing) breach, default, cancellation, termination or repudiation by any party to the debt commitment letter or any definitive financing agreement and a copy of any written notice or other written communication from any debt commitment party or other financing source with respect to any actual or threatened (in writing) breach, default, cancellation, termination or repudiation by any party to the debt commitment letter or any definitive financing agreement of any provision thereof. PIM, LLC agreed to keep the Company reasonably informed on a current basis, upon reasonable written request by the Company, of the status of its efforts to consummate the debt financing, including any alternative financing.

Conditions to the Merger

The respective obligations of the Company, PIM, LLC and Merger Sub to effect the merger and the other transactions contemplated by the merger agreement are subject to the fulfillment or waiver at or prior to the effective time of the merger of the following conditions:

The Company’s obligation to effect the merger is also subject to the fulfillment or waiver in writing by the Company at or prior to the effective time of the merger of the following additional conditions:

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The obligations of PIM, LLC and Merger Sub to effect the merger are also subject to the fulfillment or waiver in writing by PIM, LLC at or prior to the effective time of the merger of the following additional conditions:

Termination

The Company and PIM, LLC may, by mutual written consent, terminate and abandon the merger agreement at any time prior to the effective time of the merger.

The merger agreement may also be terminated and the merger abandoned at any time prior to the effective time of the merger (subject to certain exceptions described below), as follows:

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PIM, LLC Termination Fee

PIM, LLC is required to pay a termination fee of $8,000,000 (which we refer to as the “termination fee”) to the Company if the merger agreement is terminated in certain circumstances.

The termination fee would be payable if:

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In case of a termination of the merger agreement for any of the foregoing reasons, PIM, LLC must pay us the termination fee within three business days after termination of the merger agreement. In no event will PIM, LLC be required to pay or cause to be paid the termination fee on more than one occasion, and the termination fee will be paid by the Company as a one-time special dividend in respect of the shares of PZN Class A common stock. Notwithstanding anything to the contrary in the merger agreement or otherwise, and other than as provided in certain provisions of the merger agreement, each of the parties to the merger agreement expressly acknowledged and agreed that (1) the Company’s right to receive the termination fee will be the sole and exclusive monetary remedy of the Company against PIM, LLC or Merger Sub for any and all liabilities, claims, losses, damages, obligations, costs or expenses (in each case whether at law or in equity, whether in contract, tort, statute or otherwise) actually or allegedly suffered or incurred, directly or indirectly arising out of or in connection with the merger agreement, the documents related thereto, or the transactions contemplated in the merger agreement or the documents related thereto (and the abandonment or termination of the merger agreement or the documents related thereto), or any matter forming the basis for any such termination (we refer to all such documents, transaction and matters collectively as the “transaction matters”), and (2) upon such termination by the Company or PIM, LLC, as applicable, and payment of the termination fee, neither the Company nor any other person will be entitled to bring or maintain any action, claim or proceeding against PIM, LLC or Merger Sub, and neither PIM, LLC nor Merger Sub will have any further liability or obligation, in each case directly or indirectly relating to, or arising out of, the transaction matters.

Remedies; Specific Performance

The parties have agreed that irreparable damage would occur if any of the provisions of the merger agreement are not performed in accordance with their specific terms or are otherwise breached. Each party has agreed that in the event of any breach or threatened breach by any other party of any covenant or obligation contained in the merger agreement, the non-breaching party will be entitled (in addition to any other remedy available to it in law or equity, including monetary damages) to (1) a decree or order of specific performance to enforce the observance and performance of such covenant or obligation and (2) an injunction restraining such breach or threatened breach.

Each party has further agreed that (1) it will not oppose the granting of an injunction, specific performance and other equitable relief as provided in the merger agreement on the basis that any other party thereto has an adequate remedy at law or an award of specific performance is not an appropriate remedy for any reason at law or equity and (2) there is no necessity for any person to post a bond or other form of security with or as a condition to obtaining such injunction, specific performance or other equitable relief and each party has irrevocably waived any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument.

Notwithstanding the foregoing, the parties explicitly agreed that the Company’s right to seek an injunction, specific performance or other remedies to enforce PIM, LLC’s obligation to cause the closing to occur (but not the right of the Company to seek an injunction, specific performance or other equitable remedies for any other reason) is subject to the requirements that: (1) the conditions to the obligations of PIM, LLC and Merger Sub to effect the merger have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the closing, provided that those other conditions would be capable of being satisfied if the closing were on such date); (2) the debt financing or any alternative financing has been funded (including into escrow) or would be required to be so funded in accordance with the terms thereof at the closing if the closing otherwise occurs; (3) the Company has irrevocably confirmed by written notice to PIM, LLC that (x) all conditions to the Company’s obligation to effect the merger have been satisfied (other than those conditions that by their nature are to be satisfied at the closing, provided that those other conditions would be capable of being satisfied if the closing were on such date) or the Company is willing to waive any unsatisfied conditions and (y) the Company is ready, willing and able to take such actions required of them by the merger agreement to cause the closing to occur and will take such actions at the closing; and (4) PIM, LLC has failed to consummate the closing prior to the third business day following the delivery of such confirmation.

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Additional Covenants

The merger agreement contains certain other covenants, including covenants relating to cooperation in the preparation and filing of this proxy statement and the Schedule 13E-3, public announcements and the application of takeover statutes and Rule 16b-3 under the Exchange Act.

Indemnification; Directors’ and Officers’ Insurance

The Surviving Company, PIM, LLC and Merger Sub have agreed that all rights to exculpation, indemnification and advancement of expenses existing as of the date of the merger agreement, in favor of the current and former directors and officers of the Company and its subsidiaries, as provided in the Company’s and each of its subsidiaries’ respective certificates of incorporation or bylaws (or comparable organizational or governing documents) or in any agreement, will survive the merger and will continue in full force and effect. In addition, for a period of six years following the effective time of the merger, the Surviving Company will, and PIM, LLC will cause the Surviving Company to, maintain in effect terms no less favorable to directors, officers or employees than the exculpation, indemnification and advancement of expenses provisions of the Company’s and its subsidiary’s certificates of incorporation and bylaws or similar organizational documents as in effect immediately prior to the effective time of the merger or in any indemnification agreements of the Company or its subsidiaries with any of their respective directors, officers or employees as in effect immediately prior to the effective time of the merger, and such provisions will not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any individuals who at the effective time of the merger were current or former directors, officers or employees of the Company or any of its subsidiaries, provided that all rights to indemnification in respect of any action pending or asserted or any claim made within such period will continue until the disposition of such action or resolution of such claim. From and after the effective time of the merger, PIM, LLC will assume, be jointly and severally liable for, and honor, guaranty and stand surety for, and will cause the Surviving Company and its subsidiaries to honor, in accordance with their respective terms, each of the covenants in the merger agreement contained in certain provisions relating to indemnification and insurance.

From and after the effective time of the merger, the Surviving Company will, and PIM, LLC will cause the Surviving Company to (and PIM, LLC will be jointly and severally liable for the obligation to), indemnify and hold harmless (and advance funds in respect of each of the indemnified parties as defined below; provided that the person to whom expenses are advanced must, if required by law, provide an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification), each present and former director, officer and employee of the Company and its subsidiaries and each individual who was serving at the request of the Company or its subsidiaries as a director, officer, employee, member, trustee or fiduciary of any other corporation, partnership or joint venture, trust, employee benefit plan or other enterprise, which we refer to along with each such person’s heirs, executors or administrators as the “indemnified parties,” against any costs or expenses (including advancing reasonable attorneys’ fees in advance of the final disposition of any claim, suit, proceeding or investigation to each indemnified party to the fullest extent permitted by law), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of, relating to or in connection with their service as a director, officer or employee of the Company or any of its subsidiaries (including acts or omissions in connection with such indemnified party’s service as officer, director, member, trustee or fiduciary in any other entity if such service was at the request or for the benefit of, the Company) before or after the effective time of the merger.

For a period of six years from the effective time of the merger, PIM, LLC will cause the Surviving Company to maintain in effect the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company and its subsidiaries with respect to matters arising on or before the effective time of the merger; provided that PIM, LLC and the Surviving Company will not be required to pay for such coverage under such policies an aggregate amount in excess of 350% of the last annual premium paid by the Company prior to the date of the merger agreement in respect of the coverage required to be obtained

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pursuant to the merger agreement under such policy (which we refer to as the “premium cap”), and if such premiums would at any time exceed the premium cap, PIM, LLC and the Surviving Company will purchase as much coverage as reasonably practicable for such amount. At the Company’s option, in lieu of the foregoing, the Company may purchase, prior to the effective time of the merger, a six-year prepaid “tail” policy on terms and conditions providing substantially equivalent benefits as the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company and its subsidiaries with respect to matters arising on or before the effective time of the merger, covering without limitation the transactions contemplated by the merger agreement if and to the extent the same may be obtained for an aggregate amount that does not exceed the premium cap. If such “tail” prepaid policy has been obtained by the Company prior to the effective time of the merger, PIM, LLC will cause such policy to be maintained in full force and effect, for its full term, and cause all obligations under such policy to be honored by the Surviving Company, and no other party will have any further obligation to purchase or pay for insurance under the merger agreement.

PIM, LLC will cause to be paid all reasonable expenses, including reasonable attorney’s fees, that may be incurred by any indemnified party in enforcing the indemnity and other obligations provided for in certain provisions of the merger agreement relating to indemnification and insurance.

The rights of each indemnified party under the merger agreement will be in addition to, and not in limitation of, any other rights such indemnified party may have under the certificates of incorporation or bylaws or other organizational documents of the company or any of its subsidiaries or the Surviving Company, any other indemnification arrangement, the DGCL, the LLC Act or otherwise. The foregoing indemnity obligations will survive the consummation of the merger and are enforceable by each of the indemnified parties.

In the event PIM, LLC, the Surviving Company or any of their respective successors or assigns (1) consolidates with or merges into any other person and will not be the continuing or surviving corporation or entity in such consolidation or merger or (2) transfers all of substantially all of its properties and assets to any person, then, and in either such case, proper provision will be made so that the successors and assigns of PIM, LLC or the Surviving Company, as the case may be, will assume the foregoing indemnity obligations.

Amendments or Waiver

Subject to certain provisions relating to the financing under the merger agreement, at any time prior to the effective time of the merger, whether before or after the adoption of the merger agreement by the stockholders of the Company or the managing member of the Merger Sub, any provision of the merger agreement may be amended (by action taken or authorized by their respective boards of directors or managing member, in the case of Company and Merger Sub, respectively) or waived only by a signed written agreement by the Company and PIM, LLC or, in the case of a waiver, by the party against whom the waiver is to be effective; provided that, after receipt of the Company stockholder approvals or adoption of the merger agreement by the managing member of Merger Sub, no amendment or waiver will be effective without further approval by the Company stockholders or the managing member of Merger Sub, as applicable, if required by applicable law.

Exercise of Discretion

The prior approval of the Special Committee is required for any amendment or waiver of any provision of the merger agreement, any decision, confirmation or determination made by the Company, any approval or consent granted by the Company, and any other action taken by the Company or the Board under or with respect to the merger agreement.

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THE VOTING AGREEMENT

The following describes the material provisions of the voting agreement), which is attached as Annex E to this proxy statement and which is incorporated by reference within this proxy statement. The description in this section and elsewhere in this proxy statement is qualified in its entirety by reference to the voting agreement. This summary does not purport to be complete and may not contain all of the information about the voting agreement that is important to you. You are encouraged to read carefully the voting agreement in its entirety.

Concurrently with the execution of the merger agreement on July 26, 2022, the management stockholders entered into a voting agreement with the Company in connection with the transactions contemplated by the merger agreement.

Pursuant to the voting agreement, the management stockholders have agreed to vote (or cause the holder of record on any applicable record date to vote) 225,307 shares of PZN Class A common stock and 28,652,157 shares of PZN Class B common stock owned by them in connection with any meeting of the stockholders of the Company or of the limited partners of PIM, LP (as defined below), as applicable (including any adjournment or postponement thereof), or any action by written consent in lieu of a meeting of stockholders of the Company or limited partners of PIM, LP, as applicable, as follows:

All of the shares of PZN Class B Common Stock subject to the voting agreement are owned through PIM, LP, a partnership formed with the objective of aggregating employee ownership in PIM, LLC into one entity. As a result of (x) the management stockholders’ control of PIM, LP and (y) the stockholders’ agreement entered into by all of the holders of PZN Class B common stock, pursuant to which such holders agreed to vote all shares of PZN Class B common stock then held by them in accordance with the majority of votes of PZN Class B common stockholders taken in a preliminary vote of the PZN Class B common stockholders, the voting agreement is expected to result in all outstanding shares of PZN Class B common stock being voted in favor of the Merger Agreement Proposal, with the result that such proposal will be adopted.

Moreover, each management stockholder agreed not to (1) take any action, or fail to take any action within his or her reasonable control, that would be reasonably likely to adversely affect or delay the ability of such management stockholder to comply with and perform its covenants and agreements under the voting agreement and (2) purchase or otherwise acquire, directly or indirectly, any additional shares of PZN Class A common stock.

The voting agreement will terminate upon the earliest to occur of the effective time of the merger and the valid termination of the merger agreement in accordance with its terms.

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION

This proxy statement, and the documents to which we refer you in this proxy statement, as well as information included in oral statements or other written statements made or to be made by us, contain statements that, in our opinion, may constitute “forward-looking statements”, including statements about the potential benefits of the proposed merger, anticipated growth rates, the Company’s plans, objectives, expectations, and the anticipated timing of the closing of the merger. When used in this communication, the words “anticipate,” “believe,” “continue,” “ongoing,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project” or similar words or phrases, or the negatives of those words or phrases, may identify forward-looking statements, but the absence of these words does not necessarily mean that a statement is not forward-looking. Such forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from historical experience or from future results expressed or implied by such forward-looking statements. These risks, uncertainties and other factors include, but are not limited to, those discussed under “Risk Factors” in the Company’s annual report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 9, 2022, and the following:

Consequently, all of the forward-looking statements we make in this document are qualified by the information contained or referred to within this document, including, but not limited to, (1) the information contained under this heading and (2) the information contained in the section of this proxy statement entitled “Certain Effects on the Company if the Merger Is Not Completed” and that is otherwise disclosed in our annual report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 9, 2022. See the section of this proxy statement entitled “Where You Can Find More Information.” Readers are cautioned not to place undue reliance on forward-looking statements made by or on behalf of the Company. Each such statement speaks only as of the day it was made. The Company undertakes no obligation to update or to revise any forward-looking statements. The factors described above may not be able to be controlled by the Company.

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PARTIES TO THE MERGER

The Company

Pzena Investment Management, Inc.

320 Park Avenue,

New York, New York 10022

(212) 355-1600

Pzena Investment Management, Inc. is a Delaware corporation. Pzena Investment Management, Inc. was formed in 2007 and is the sole managing member of PIM, LLC, which is our operating company. Founded in 1995, Pzena Investment Management, LLC is a value-oriented investment management company. The Company has built a diverse, global client base of respected and sophisticated institutional investors, select third-party distributed mutual funds for which it acts as sub-investment adviser, and funds for which it acts as investment adviser.

For more information about the Company, please visit the Company’s website at www.pzena.com. The information contained on the Company’s website is not incorporated into, and does not form a part of, this proxy statement or any other report or document on file with or furnished to the SEC. See also the section of this proxy statement entitled “Where You Can Find More Information.” PZN Class A common stock is listed on the NYSE under the symbol “PZN.”

PIM, LLC and Merger Sub

PIM, LLC was formed on November 27, 1995, for the purpose of managing investment portfolios for, and provide investment advice to, investors of all kinds, including individuals, endowments, trusts and estates, charitable foundations, partnerships, corporations, mutual funds, investment funds and other investment companies, and tax-exempt funds such as pension and profit-sharing plans, to engage in any and all businesses and activities similar to, related to or which will enhance any of the foregoing. PIM, LLC is the operating company of the Company, which is the sole managing member of PIM, LLC. The principal office address of PIM, LLC is c/o Pzena Investment Management, LLC, 320 Park Avenue, 8th Floor, New York, NY 10022. The telephone number at the principal office is (212) 355-1600.

Merger Sub was formed on July 25, 2022, solely for the purpose of completing the merger and has conducted no business activities other than those related to the structuring and negotiation of the merger and arranging financing therefor. Merger Sub is a direct, wholly owned subsidiary of PIM, LLC and has not engaged in any business except as contemplated by the merger agreement. The principal office address of Merger Sub is c/o Panda Merger Sub, LLC, 320 Park Avenue, 8th Floor, New York, NY 10022. The telephone number at the principal office is (212) 355-1600.

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THE SPECIAL MEETING

Time, Place and Purpose of the Special Meeting

This proxy statement is being furnished to the Company’s stockholders as part of the solicitation of proxies for use at a virtual meeting conducted solely online via live webcast at www.virtualshareholdermeeting.com/PZN2022SM on October 27, 2022, at 10:00 a.m. Eastern Time. At the special meeting, holders of the shares of Company common stock entitled to vote at the special meeting will be asked to approve the Merger Agreement Proposal, the Adjournment Proposal and the Merger-Related Compensation Proposal.

The Company’s stockholders must approve the Merger Agreement Proposal in order for the merger to occur. If the Company’s stockholders fail to approve the Merger Agreement Proposal, the merger will not occur. A copy of the merger agreement is attached as Annex A to this proxy statement. You are encouraged to read the merger agreement carefully in its entirety.

The votes on the Adjournment Proposal and the Merger-Related Compensation Proposal are separate and apart from the vote on the Merger Agreement Proposal. Accordingly, a stockholder may vote in favor of the Adjournment Proposal and/or the Merger-Related Compensation Proposal and vote against the Merger Agreement Proposal.

Record Date and Quorum

We have fixed September 16, 2022 as the record date for the special meeting, and only Company stockholders of record as of the close of business on the record date are entitled to notice of, and to vote at, the special meeting, or any adjournment or postponement thereof. Each holder of PZN Class A common stock is entitled to one vote on each of the proposals for each share of PZN Class A common stock owned as of the close of business on the record date. Each holder of PZN Class B common stock is entitled to five votes on each of the proposals for each share of PZN Class B common stock owned as of the close of business on the record date. The holders of PZN Class A common stock and the holders of PZN Class B common stock will vote together on each of the proposals. As of the close of business on the record date, there were 16,696,696 shares of PZN Class A common stock outstanding and 56,969,703 shares of PZN Class B common stock outstanding.

The presence virtually or by proxy of the holders of a majority of the outstanding shares of Company common stock will constitute a quorum for the transaction of business at the special meeting. If you submit a properly executed proxy card, even if you vote “AGAINST” the proposal or vote to “ABSTAIN” in respect of the proposal, your shares of common stock will be counted for purposes of calculating whether a quorum is present.

A quorum is necessary to transact business at the special meeting. Once a share of Company common stock entitled to vote at the special meeting is present virtually or by proxy at the special meeting, it will be counted for the purpose of determining a quorum at the special meeting and any adjournment of the special meeting, even if the share of Company common stock is not voted, including any shares of Company common stock for which a stockholder directs to abstain from voting. If a quorum is not present at the special meeting, under the Company’s bylaws, the stockholders entitled to vote at the special meeting present virtually or represented by proxy, will have the power to adjourn the special meeting until a quorum is present or represented.

Attendance

Only stockholders of record on the record date or their duly authorized proxies have the right to attend the special meeting. If you are a stockholder of record, please be prepared to provide proper identification, such as a driver’s license. If you hold your shares in “street name,” you will need to provide proof of ownership, such as a recent account statement or letter from your bank, broker or other nominee, along with proper identification.

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Vote Required

The approval of the Merger Agreement Proposal requires the affirmative vote of both (1) a majority of the outstanding votes and (2) a majority of the unaffiliated shares, in each case assuming a quorum is present. For the Merger Agreement Proposal, you may vote “FOR,” “AGAINST” or “ABSTAIN.” The commitment of the management stockholders to vote the subject shares in favor of the adoption of the merger agreement ensures the approval of a majority of the outstanding votes. For more information, see the section of this proxy statement entitled “The Voting Agreement.”

The approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by the stockholders present virtually or by proxy and entitled to vote on the Adjournment Proposal at the special meeting, whether or not a quorum is present. For the Adjournment Proposal, you may vote “FOR,” “AGAINST” or “ABSTAIN.”

The approval of the Merger-Related Compensation Proposal requires the affirmative vote of a majority of the votes present virtually or by proxy and entitled to vote on the matter at the special meeting, assuming a quorum is present. For the Merger-Related Compensation Proposal, you may vote “FOR,” “AGAINST” or “ABSTAIN.”

Our directors and executive officers have informed us that, as of the date of this proxy statement, they intend to vote all of the shares of Company common stock owned directly by them in favor of the Merger Agreement Proposal, the Adjournment Proposal and the Merger-Related Compensation Proposal. As of September 16, 2022, the record date for the special meeting, our directors and executive officers, as a group, owned and were entitled to vote 985,263 shares of PZN Class A common stock and 38,542,502 shares of PZN Class B common stock, collectively representing approximately 62.2% off the aggregate voting power of the Company common stock entitled to vote at the special meeting.

Management Stockholders’ Obligation to Vote in Favor of the Merger

Concurrently with the execution of the merger agreement on July 26, 2022, the management stockholders entered into a voting agreement with the Company in connection with the transactions contemplated by the merger agreement. Pursuant to the voting agreement, the management stockholders agreed to vote (or cause to be voted) 225,307 shares of PZN Class A common stock and 28,652,157 shares of PZN Class B common stock owned by them: (1) in favor of (a) the approval of the merger agreement, and (b) any other matter that is required to be approved by the stockholders of the Company in order to effect the transactions contemplated by the merger agreement (including any proposal to adjourn any meeting of the Company’s stockholders to a later date if there are not sufficient votes to approve the merger agreement on the date on which the meeting is held); and (2) against any action that would (a) result in a liquidation, dissolution, recapitalization, extraordinary dividend or other significant corporate reorganization of the Company; or (b) reasonably be expected to prevent, interfere with or delay the consummation of the merger and the other transactions contemplated by the merger agreement or that would otherwise be inconsistent with the merger and the other transactions contemplated by the merger agreement.

All of the shares of PZN Class B common stock subject to the voting agreement are owned through PIM, LP. As a result of (x) the management stockholders’ control of PIM, LP and (y) the stockholders’ agreement entered into by all of the holders of PZN Class B common stock, pursuant to which such holders agreed to vote all shares of PZN Class B common stock then held by them in accordance with the majority of votes of PZN Class B common stockholders taken in a preliminary vote of the PZN Class B common stockholders, the voting agreement is expected to result in all outstanding shares of PZN Class B common stock being voted in favor of the Merger Agreement Proposal, with the result that such proposal will be adopted.

For more information, see the section of this proxy statement entitled “The Voting Agreement.”

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Voting

Stockholders of Record: Shares Registered in Your Name

If, on the record date, your shares of Company common stock are registered directly in your name with the Company’s transfer agent, American Stock Transfer & Trust Company, then you are a stockholder of record. As a stockholder of record, you may vote online during the special meeting or vote by proxy card using any of the methods set forth below under “– How to Vote.” Whether or not you plan to register for and attend the special meeting, the Company urges you to fill out and return the proxy card or vote by proxy over the telephone or Internet to ensure your vote is counted.

If you fail to vote, either virtually or by proxy, your shares of Company common stock will not be voted at the special meeting and will not be counted for purposes of determining whether a quorum exists.

Additionally, your failure to vote will have (1) the effect of counting as a vote “AGAINST” the Merger Agreement Proposal, which requires the affirmative vote of (a) a majority of the outstanding shares and (b) a majority of the unaffiliated shares, in each case assuming a quorum is present and (2) no effect on the Adjournment Proposal or the Merger-Related Compensation Proposal.

Beneficial Owners: Shares Registered in the Name of a Broker or Bank

If your shares of Company common stock are held by a bank, broker or other nominee, you are considered the beneficial owner of shares held in “street name.” Your bank, broker or other nominee will send you, as the beneficial owner, a package describing the procedures for voting your shares of Company common stock. You should follow the instructions provided by your bank, broker or other nominee to vote your shares of Company common stock. In order to attend and vote at the special meeting, you will need to obtain a “legal proxy” from your bank, broker or other nominee, identifying you as a stockholder of the Company, authorizing you to act on behalf of the nominee at the special meeting and specifying the number of shares of Company common stock with respect to which the authorization is granted.

Your bank, broker or other nominee will only be permitted to vote your shares of Company common stock if you instruct your bank, broker or other nominee as to how to vote. You should follow the procedures provided by your bank, broker or other nominee regarding the voting of your shares of Company common stock. Under the rules of the NYSE, a bank, broker or other nominee does not have discretionary authority to vote on “non-routine” matters without specific instructions from its customers and all of the matters to be considered at the special meeting are “non-routine” for this purpose. When a bank, broker or other nominee refrains from voting your shares on a particular proposal because the bank, broker or other nominee has not received your instructions and has discretionary authority to vote on the “routine” matters to be considered, it is called a “broker non-vote.” Because there are no routine matters to be considered at the special meeting, there should not be any broker non-votes.

A failure to provide instructions to your bank, broker or other nominee with respect to any of the proposals will have (1) the effect of a vote “AGAINST” the Merger Agreement Proposal, which requires the affirmative vote of (a) a majority of the outstanding shares and (b) a majority of the unaffiliated shares, in each case assuming a quorum is present, and (2) no effect on the Adjournment Proposal or the Merger-Related Compensation Proposal. In such instance, your shares will not be counted towards determining whether a quorum is present.

If you instruct your bank, broker or other nominee how to vote on at least one, but not all of the proposals to be considered at the special meeting, your shares of Company common stock will be voted according to your instructions on those proposals for which you have provided instructions and will be counted as present for purposes of determining whether a quorum is present at the special meeting.

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Abstentions

An abstention will count for the purpose of determining if a quorum is present at the special meeting, and will have the same effect as a vote “AGAINST” the Merger Agreement Proposal and the Merger-Related Compensation Proposal. Abstentions will have no effect with respect to the Adjournment Proposal.

How to Vote

If you are a stockholder of record as of the record date, you may vote your shares of Company common stock on matters presented at the special meeting in any of the following ways:

If you are a beneficial owner of the shares of Company common stock as of the record date, you will receive instructions from your bank, broker or other nominee that describe the procedures for voting your shares of Company common stock. You should follow the instructions provided by your bank, broker or other nominee. Those instructions will identify which of the above choices are available to you to vote your shares of Company common stock. In order to attend and vote at the special meeting, you will need to obtain a “legal proxy” from your bank, broker or other nominee, identifying you as a stockholder of the Company, authorizing you to act on behalf of the nominee at the special meeting and specifying the number of shares of Company common stock with respect to which the authorization is granted.

The control number located on your proxy card is designed to verify your identity and allow you to submit a proxy for your shares of Company common stock and to confirm that your voting instructions have been properly recorded when submitting a proxy over the Internet or by telephone.

Your vote must be received via the Internet or telephone by 11:59 p.m. Eastern Time on October 26, 2022, the day before the special meeting, for your shares of Company common stock to be voted at the special meeting. If you choose to submit your proxy by mailing a proxy card, your proxy card must be completed, signed, dated and returned in the enclosed postage-paid reply envelope or otherwise filed with the Company’s Corporate Secretary no later than 11:59 p.m. Eastern Time on October 26, 2022, the day before the special meeting. You may also attend the special meeting virtually. If you are a beneficial owner, please review the voting instructions provided by your bank, broker or other nominee for information on the deadline for voting your shares.

If you vote by proxy, regardless of the method you choose to submit a proxy, the individuals named on the enclosed proxy card, and each or either of them, with full power of substitution and revocation, will vote your shares of Company common stock in the way that you indicate. When completing the Internet or telephone proxy processes or the proxy card, you may specify whether your shares of Company common stock should be voted “FOR” or “AGAINST,” or to “ABSTAIN” from voting on, all, some or none of the specific items of business to come before the special meeting.

If you properly sign your proxy card but do not mark the boxes indicating how your shares of Company common stock should be voted on any particular matter, the shares of Company common stock represented by your properly signed proxy will be voted as recommended by the Board, which means your shares of Company common stock will be voted “FOR” the Merger Agreement Proposal, “FOR” the Adjournment Proposal and “FOR” the Merger-Related Compensation Proposal.

If you have any questions or need assistance voting your shares of Company common stock, please call MacKenzie, our proxy solicitor, toll-free at (800) 322-2885.

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It is important that you submit a proxy for your shares of Company common stock promptly. Therefore, whether or not you plan to attend the special meeting, at your earliest convenience, please sign, date and vote on the enclosed proxy card and return it in the enclosed postage-paid reply envelope, or submit your proxy using the telephone or internet procedures that may be provided to you. If you attend the special meeting virtually and vote electronically, your vote electronically will revoke any proxy previously submitted. If you hold your shares of Company common stock through a bank, broker or other nominee, you should follow the procedures provided by your bank, broker or other nominee in order to vote.

Adjournments and Postponements

Any adjournment of the special meeting may be made from time to time by the vote of a majority of the votes cast by the stockholders present virtually or by proxy and entitled to vote on the matter at the special meeting, whether or not a quorum is present, or, if no quorum is present or represented at the special meeting, by the person presiding over the special meeting, in each case, without notice other than announcement at the special meeting of the time and place of the adjourned meeting. If a quorum is not present at the special meeting, or if a quorum is present at the special meeting but there are not sufficient votes at the time of the special meeting to adopt the Merger Agreement Proposal, then the Company’s stockholders may be asked to vote on one or more proposals to adjourn the special meeting to a later date or dates (as further described in the section of this proxy statement entitled “Adjournment of the Special Meeting” (the “Adjournment Proposal – Proposal 2”)). Any adjournment of the special meeting for the purpose of soliciting additional proxies with respect to any such proposal will allow the Company’s stockholders who have already sent in their proxies to revoke them with respect to such proposal at any time prior to their use at the reconvened special meeting.

Anticipated Date of Completion of the Merger

Assuming timely satisfaction or waiver of customary closing conditions, we anticipate that the merger will be completed in the fourth quarter of 2022. Assuming our stockholders vote to approve the Merger Agreement Proposal, the closing of the merger will take place on the second business day following the day on which the last of the conditions to the closing (described in the section of this proxy statement entitled “Conditions to the Merger”) has been satisfied or waived (to the extent waivable under applicable law and the merger agreement), other than those conditions that by their nature are to be satisfied at the closing (but subject to the satisfaction or waiver of those conditions), unless otherwise agreed in writing by the Company and PIM, LLC.

Solicitation of Proxies; Payment of Solicitation Expenses

The Company has engaged MacKenzie to assist in the solicitation of proxies for the special meeting. The Company has agreed to pay MacKenzie a fee of $60,000, and to reimburse MacKenzie for reasonable out-of-pocket expenses. The Company will also reimburse brokers, banks and other custodians, nominees and fiduciaries representing beneficial owners of the shares of Company common stock for their expenses in forwarding soliciting materials to beneficial owners of the shares of Company common stock and in obtaining voting instructions from those owners. Our directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, over the Internet or virtually. Our directors, officers and employees will not be paid any additional amounts for soliciting proxies.

Questions and Additional Information

If you have more questions about the merger or how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed proxy card or voting instructions, please call MacKenzie, our proxy solicitor, toll-free at (800) 322-2885.

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THE MERGER

(THE MERGER AGREEMENT PROPOSAL – PROPOSAL 1)

The Proposal

The Company is asking you to approve the proposal to adopt the Agreement and Plan of Merger, dated as of July 26, 2022, by and among PIM, LLC, Merger Sub and the Company, pursuant to which, among other things, the Company will merge with and into Merger Sub, with Merger Sub surviving the merger as the Surviving Company and a wholly owned subsidiary of PIM, LLC. A copy of the merger agreement is attached as Annex A to this proxy statement.

Voting Agreement

Pursuant to the voting agreement, the management stockholders have agreed to vote (or cause the holder of record on any applicable record date to vote) 225,307 shares of PZN Class A common stock and 28,652,157 shares of PZN Class B common stock owned by them in connection with any meeting of the stockholders of the Company or of the limited partners of PIM, LP, as applicable (including any adjournment or postponement thereof), or any action by written consent in lieu of a meeting of stockholders of the Company or limited partners of PIM, LP, as applicable, as follows:

Vote Required and Board Recommendation

The approval of the Merger Agreement Proposal requires the affirmative vote of (1) a majority of the outstanding shares and (2) a majority of the unaffiliated shares, in each case assuming a quorum is present. Accordingly, an abstention, failure to vote or broker non-vote, if any, will have the same effect as a vote “AGAINST” the Merger Agreement Proposal. The commitment of the management stockholders to vote the subject shares in favor of the adoption of the merger agreement ensures the approval of a majority of the outstanding votes.

The merger agreement and the merger have been unanimously approved and recommended by the Special Committee. The Board, by unanimous vote of the Company’s directors (other than the Recused Directors), recommends that you vote “FOR” the Merger Agreement Proposal.

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ADJOURNMENT OF THE SPECIAL MEETING

(THE ADJOURNMENT PROPOSAL – PROPOSAL 2)

The Proposal

The Company is asking you to approve one or more proposals to adjourn the special meeting to a later date or dates if necessary or appropriate, including adjournments to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the Merger Agreement Proposal. If the Company’s stockholders approve the Adjournment Proposal, the Company could adjourn the special meeting and any adjourned session of the special meeting and use the additional time to solicit additional proxies, including the solicitation of proxies from stockholders that have previously returned properly executed proxies voting against the Merger Agreement Proposal (other than in respect of any proposal for which the vote has been taken and the polls have been closed at the special meeting). Among other things, approval of the Adjournment Proposal could mean that, even if the Company had received proxies representing a sufficient number of votes against the Merger Agreement Proposal such that the Merger Agreement Proposal would be defeated, the Company could adjourn the special meeting without a vote on the Merger Agreement Proposal and seek to convince the holders of those shares of Company common stock to change their votes to votes in favor of any such proposal. Additionally, the Company may seek to adjourn the special meeting if a quorum is not present at the special meeting.

Vote Required and Board Recommendation

The approval of the Adjournment Proposal requires the affirmative vote by the holders representing a majority of the votes cast by the stockholders present virtually or by proxy and entitled to vote on the Adjournment Proposal at the special meeting, whether or not a quorum is present. Accordingly, an abstention, failure to vote or broker non-vote, if any, will not have any effect on the Adjournment Proposal.

The Board, by unanimous vote of the Company’s directors (other than the Recused Directors), recommends that you vote “FOR” the Adjournment Proposal.

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MERGER-RELATED EXECUTIVE COMPENSATION ARRANGEMENTS

(THE MERGER-RELATED COMPENSATION PROPOSAL – PROPOSAL 3)

The Proposal

As required by Item 402(t) of Regulation S-K under the Securities Act and Section 14A of the Exchange Act, the Company is providing its stockholders with the opportunity to cast a nonbinding, advisory vote on the golden parachute compensation that may become payable to its NEOs in connection with the completion of the merger, as disclosed pursuant to Item 402(t) of Regulation S-K in the section of this proxy statement entitled “Special Factors – Interests of Executive Officers and Directors of the Company in the Merger – Quantification of Payments and Benefits to the Company’s Named Executive Officers.”

Vote Required and Board Recommendation

The approval of the Merger-Related Compensation Proposal requires the affirmative vote by the holders representing a majority of the votes present virtually or by proxy and entitled to vote on the Merger-Related Compensation Proposal at the special meeting, assuming a quorum is present. Accordingly, an abstention, failure to vote or broker non-vote, if any, will have the same effect as a vote “AGAINST” the Merger-Related Compensation Proposal.

The Company believes that the information regarding golden parachute compensation that may become payable to its NEOs in connection with the completion of the merger is reasonable and demonstrates that the Company’s executive compensation program was designed appropriately and structured to ensure the retention of talented executive officers and a strong alignment with the long-term interests of the Company’s stockholders. This vote is not intended to address any specific item of compensation, but rather the overall compensation that may become payable to the Company’s NEOs in connection with the completion of the merger. In addition, this vote is separate and independent from the vote of stockholders to approve the completion of the merger. The Company asks that its stockholders vote “FOR” the following resolution:

“RESOLVED, that the golden parachute compensation, as disclosed pursuant to Item 402(t) of Regulation S-K in the section of the proxy statement entitled “Special Factors – Interests of Executive Officers and Directors of the Company in the Merger – Quantification of Payments and Benefits to the Company’s Named Executive Officers,” is hereby APPROVED on a nonbinding, advisory basis.”

This vote is advisory, and, therefore, it will not be binding on the Company, nor will it overrule any prior decision or require the Board (or any committee thereof) to take any action. Because the merger-related executive compensation to be paid in connection with the merger is based on the terms of the merger agreement as well as the contractual arrangements with the Company’s NEOs, such compensation will be payable, regardless of the outcome of this advisory vote, if the Merger Agreement Proposal is approved (subject only to the contractual conditions applicable thereto). However, the Board values the opinions of the Company’s stockholders, and to the extent that there is any significant vote against the named executive officer compensation as disclosed in this proxy statement, the Board will consider stockholders’ concerns and will evaluate whether any actions are necessary to address those concerns. The Board will consider the affirmative vote by the holders representing a majority of the votes cast “FOR” the foregoing resolution at the special meeting as advisory approval of the compensation that may become payable to the Company’s NEOs in connection with the completion of the merger.

The Board, by unanimous vote of the Company’s directors (other than the Recused Directors), recommends that you vote “FOR” the Merger-Related Compensation Proposal.

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OTHER IMPORTANT INFORMATION REGARDING THE COMPANY

Directors and Executive Officers of the Company

The Board presently consists of nine members. The persons listed below are the directors and executive officers of the Company as of the date of this proxy statement. The merger agreement provides, however, that the managing member of Merger Sub immediately prior to the effective time will be the managing member of the Surviving Company from and after the effective time.

The merger agreement also provides that the officers of the Company immediately prior to the effective time of the merger will, from and after the effective time, be the officers of the Surviving Company and will hold office until their successors are duly elected or appointed and qualified or until their earlier death, incapacitation, resignation, retirement or removal in accordance with the limited liability company agreement of the Surviving Company.

Neither any of these persons nor the Company has been convicted in a criminal proceeding during the past five years (excluding traffic violations or similar misdemeanors), and none of these persons have been a party to any judicial or administrative proceeding during the past five years that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws or a finding of any violation of federal or state securities laws.

All of the directors and executive officers can be reached c/o Pzena Investment Management, Inc., 320 Park Avenue, 8th Floor, New York, NY 10022, (212) 355-1600, and each of the directors and executive officers is a citizen of the United States.

Directors

Richard S. Pzena was appointed our Chairman, Chief Executive Officer and Co-Chief Investment Officer in May 2007. Prior to forming Pzena Investment Management, LLC in 1995, Mr. Pzena was the Director of U.S. Equity Investments and Chief Research Officer for Sanford C. Bernstein & Company. Mr. Pzena joined Sanford C. Bernstein & Company in 1986 as an oil industry analyst. During 1990 and 1991, Mr. Pzena served as Chief Investment Officer, Small Cap Equities, and assumed his broader domestic equity role in 1991. Prior to joining Sanford C. Bernstein & Company, Mr. Pzena worked for the Amoco Corporation in various financial and planning roles. He earned a B.S. summa cum laude and an M.B.A. from the Wharton School of the University of Pennsylvania in 1979 and 1980, respectively.

John P. Goetz was appointed our President, Co-Chief Investment Officer in June 2007, and became a member of our Board in May 2011. Mr. Goetz joined us in 1996 as Director of Research and has been Co-Chief

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Investment Officer since 2005. Previously, Mr. Goetz held a range of key positions at Amoco Corporation for over 14 years, most recently as the Global Business Manager for Amoco’s $1 billion polypropylene business, where he had bottom-line responsibility for operations and development worldwide. Prior positions at Amoco included strategic planning, joint venture investments and project financing in various oil and chemical businesses. Prior to joining Amoco, Mr. Goetz had been employed by The Northern Trust Company and Bank of America. He earned a B.A. summa cum laude in Mathematics and Economics from Wheaton College in 1979 and an M.B.A. from the Kellogg School at Northwestern University in 1982.

William L. Lipsey was appointed our President, and Head of Business Development and Client Service in June 2007, and became a member of our Board in May 2011. Before joining Pzena Investment Management in 1997, Mr. Lipsey was an Investment Advisory Consultant and a Senior Vice President at Oppenheimer & Company, Inc. Prior to joining Oppenheimer, Mr. Lipsey’s career included positions at Morgan Stanley, Kidder Peabody and Hewitt Associates. At Morgan Stanley and Kidder Peabody, Mr. Lipsey managed assets for institutional and private clients. He earned a B.S. in Economics from the Wharton School of the University of Pennsylvania in 1980 and an M.B.A. in Finance from the University of Chicago in 1986.

Chenyu Caroline Cai was appointed Executive Vice President in February of 2019, and became a member of our Board in October 2021. She is also a co-portfolio manager for the Global, International, European and Emerging Markets strategies. Prior to joining Pzena Investment Management in 2004, Ms. Cai was a senior analyst at Alliance Bernstein LLP, from 1998 to 2004 and a business analyst at McKinsey & Company from 1996 to 1998. Ms. Cai earned a B.A. summa cum laude in Math and Economics from Bryn Mawr College in 1996. Ms. Cai holds the Chartered Financial Analyst designation.

Steven M. Galbraith has been a member of our Board since October 2007. Mr. Galbraith is a managing member of Kindred Capital, a registered investment advisor managing private investment funds exclusively for qualified investors. Previously, he was a managing member of Herring Creek Capital, and a partner at Maverick Capital where he had portfolio and general management responsibilities. Prior to joining Maverick Capital in 2004, Mr. Galbraith served as Chief Investment Officer and Chief U.S. Investment Strategist at Morgan Stanley from June 2000 to December 2003. Before joining Morgan Stanley, he was a partner at Sanford Bernstein, where he was an analyst for the packaged foods sector and securities industry. Mr. Galbraith was also an employee of our operating company from June 1998 to March 1999. Mr. Galbraith was an Adjunct Professor at Columbia University Business School where he taught securities analysis. He served on the Board of Trustees of Tufts University, the National Constitution Center in Philadelphia and was an advisor to the Office of Financial Research, appointed by the U.S. Treasury. He serves on the Board of Directors of the Success Academy Charter Schools as Chair, Narragansett Brewing Company, Equity Data Science, Third Way, and Said Holdings Ltd. He received his B.A. summa cum laude from Tufts University, where he was elected to Phi Beta Kappa.

Joel M. Greenblatt has been a member of our Board since October 2007. Mr. Greenblatt has been a managing partner of Gotham Capital, a hedge fund that he founded in 1985. Mr. Greenblatt is also the managing principal of Gotham Asset Management, LLC, a registered investment adviser (formerly known as Formula Investing, LLC). Since 1996, he has been an Adjunct Professor at Columbia University Business School, where he teaches Value and Special Situation Investing. Mr. Greenblatt is the former Chairman of the Board of Alliant Techsystems, a NYSE-listed aerospace and defense company. He is the author of three books, You Can Be A Stock Market Genius (Simon & Schuster, 1997), The Little Book That Beats The Market (John Wiley & Sons, 2005), and The Big Secret for the Small Investor (John Wiley & Sons, 2011). Mr. Greenblatt earned a B.S. and an M.B.A. from the Wharton School of the University of Pennsylvania in 1979 and 1980, respectively.

Richard P. Meyerowich has been a member of our Board since October 2007. Mr. Meyerowich worked in the New York office of Deloitte & Touche LLP from 1966 to 2005, including as a Senior Partner from 1978 to 2005. Mr. Meyerowich headed the National Investment Management Practice for over 10 years and served as lead partner on major investment management entities, including SEC-registered mutual funds, unit investment funds, hedge funds, investment partnerships, separate accounts of insurance companies and commodity pools. He

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served two terms on the Investment Companies Committee of the American Institute of Certified Public Accountants. From 2005 through 2009, he served as an external consultant for Deloitte & Touche on quality control and technical advice. From March 2011 to June 2016, Mr. Meyerowich served as a member of the Board of Directors and a member of the Audit committee of AIG Property Casualty, a global property and casualty insurance subsidiary of American International Group, Inc. Mr. Meyerowich earned a B.S. in Economics from Wagner College in 1965. He is currently retired.

Charles D. Johnston became a member of our Board in February 2014. Mr. Johnston most recently served as vice chairman of Morgan Stanley Smith Barney from 2011 to 2012. From 2009 to 2011, he was President of Morgan Stanley Smith Barney. Mr. Johnston was President and Chief Executive Officer of Smith Barney from 2004 to 2009. He served as a divisional director of Smith Barney from 1999 to 2003. Mr. Johnston is a past member of Morgan Stanley’s Operating and Management Committees, as well as Citigroup’s Management Committee, and is a regular speaker at industry events. In April 2015, Mr. Johnston became Chairman of the Board of Directors of Bank Leumi USA. He is also a member of their Investment and Risk Committees. Mr. Johnston earned a B.S. in Marketing and Finance in 1976 from Purdue University. Mr. Johnston retired in 2012.

Shavar D. Jeffries joined our Board in January 2021. Mr. Jeffries has been a partner at Lowenstein Sandler LLP, a leading national corporate law firm since 2014. He is also the President of Education Reform Now (ERN), a national education policy organization. Prior to joining Lowenstein Sandler, Mr. Jeffries was an Associate Professor of Law at Seton Hall Law School’s Center for Social Justice in Newark, New Jersey, where he litigated class-action and institutional-reform cases. From 2008 to 2010, Mr. Jeffries was counsel to the New Jersey Attorney General. Earlier in his career, Mr. Jeffries was counsel to the firm Gibbons P.C., a clerk for Judge Nathaniel R. Jones, a judge on the United States Court of Appeals for the Sixth Circuit, and an associate at Wilmer Cutler & Pickering (now WilmerHale). During his career, Mr. Jeffries has served as a Director on nearly a dozen non-profit and public-sector boards, including large organizations such as Duke University and KIPP Foundation.

Executive Officers

Information concerning the business experience of Richard S. Pzena, John P. Goetz, William L. Lipsey, and Chenyu Caroline Cai is provided under the section titled “Directors” above.

Jessica R. Doran was appointed to the position of Chief Financial Officer and Treasurer in July of 2016. Ms. Doran had spent over 15 years with Pzena working across various functions including operations, internal audit and as the Manager of Financial Reporting. Ms. Doran received her B.A. in Economics and Management from Gettysburg College in 2003 and an M.S. in Accounting from Fordham Graduate School of Business in 2014. Ms. Doran is a Certified Public Accountant.