Forward-looking Statements
Certain statements and information contained in this communication
may be considered “forward-looking statements,” such as statements
relating to management’s views with respect to future events and
financial performance. Words or phrases such as “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. Potential
risks and uncertainties include, but are not limited to, economic
conditions in the markets in which PZN operates; new federal or
state governmental regulations; PZN’s ability to effectively
operate, integrate and leverage any past or future strategic
initiatives; statements regarding the merger and related matters;
the ability to meet expectations regarding the timing and
completion of the merger; the occurrence of any event, change or
other circumstance that could give rise to the termination of the
merger agreement; the failure to obtain PZN stockholder approval of
the transaction or the failure to satisfy any of the other
conditions to the completion of the transaction; risks relating to
the financing required to complete the transaction; the effect of
the announcement of the transaction on the ability of PZN to retain
and hire key personnel and maintain relationships with its
customers, vendors and others with whom it does business, or on its
operating results and businesses generally; risks associated with
the disruption of management’s attention from ongoing business
operations due to the transaction; significant transaction costs,
fees, expenses and charges; the risk of litigation and/or
regulatory actions related to the transaction; and other factors
detailed in PZN’s Annual Report on Form 10-K filed with the U.S. Securities and
Exchange Commission (the “SEC”) for the fiscal year ended
December 31, 2021 and PZN’s other filings with the SEC, which
are available at http://www.sec.gov and on PZN’s website at
investors.pzena.com.
Additional Information and Where to Find It
In connection with the proposed merger transaction, PZN filed a
definitive proxy statement (the “Proxy Statement”) with the SEC on
September 27, 2022. PZN commenced mailing the Proxy Statement
and a proxy card to its stockholders on or about September 27,
2022. This communication does not constitute a solicitation of any
vote or approval. PZN stockholders are urged to read the Proxy
Statement and all other documents filed or to be filed with the SEC
in connection with the proposed merger or incorporated by reference
in the Proxy Statement because they contain or will contain
important information about the proposed merger. Investors may
obtain a free copy of documents filed with the SEC at the SEC’s
website at http://www.sec.gov. In addition, investors may obtain a
free copy of the Company’s filings with the SEC from the investors
section of PZN’s website at https://www.pzena.com or by directing a
request to: Pzena Investment Management, Inc., 320 Park Avenue, 8th
Floor, New York, NY 10022, (212) 355-1600, info@pzena.com.
Participants in the Solicitation
PZN, its directors and certain of its officers and employees, may
be deemed to be participants in the solicitation of proxies from
PZN stockholders in connection with the proposed transaction.
Information about the Company’s directors and executive officers is
set forth in the Company’s definitive proxy statement for its 2022
annual meeting of stockholders filed with the SEC on April 4,
2022. To the extent the holdings of PZN securities by PZN’s
directors and executive officers have changed since the amounts