Introduction
This Amendment No. 4 (which we refer to as this “Final
Amendment”) to the Transaction Statement on Schedule
13E-3 (which we refer to as
the “Amended Transaction Statement”) is being filed with the
U.S. Securities and Exchange Commission (which we refer to as the
“SEC”) pursuant to Section 13(e) of the Securities
Exchange Act of 1934, as amended (which we refer to, together with
the rules and regulations promulgated thereunder, as the
“Exchange Act”), by (1) Pzena Investment Management,
LLC, a Delaware limited liability company (which we refer to as
“PIM, LLC”); (2) 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 (3) Richard S. Pzena.
The persons filing this Final Amendment are collectively referred
to as the “Filing Persons”.
This Final Amendment relates to the Agreement and Plan of Merger,
dated as of July 26, 2022 (which we refer to, as it may be
amended from time to time, as the “merger agreement”), by
and among Pzena Investment Management, Inc., a Delaware corporation
(which we refer to as the “Company”), PIM, LLC and Merger
Sub, pursuant to which the Company was merged with and into Merger
Sub, with Merger Sub surviving the merger as a wholly owned
subsidiary of PIM, LLC. As a result of the merger, the Company
ceased to exist as an independent company and, therefore, is no
longer a Filing Person.
This Final Amendment is being filed pursuant to Rule 13e-3(d)(3) under the Exchange Act to
report the results of the transaction that is the subject of the
Amended Transaction Statement.
Except as otherwise set forth herein, the information set forth in
the Amended Transaction Statement remains unchanged and is
incorporated by reference into this Final Amendment.
While each of the Filing Persons acknowledges that the merger is a
going private transaction for purposes of Rule 13e-3 under the Exchange Act, the
filing of this Final Amendment and the Amended Transaction
Statement shall not be construed as an admission by any Filing
Person, or by any affiliate of a Filing Person, that, prior to the
merger, the Company was “controlled” by any of the Filing Persons
or their respective affiliates.
All information contained in, or incorporated by reference into,
this Final Amendment and the Amended Transaction Statement
concerning each Filing Person has been supplied by such Filing
Person.
Item 10. Source and Amounts of Funds or Other Consideration
(Regulation M-A Item
1007)
(a), (b) and (d) Source of funds; Conditions; Borrowed
funds. Items 10(a), (b) and (d) are hereby amended and
supplemented as follows:
Concurrently with the filing of this Final Amendment, the Company
is filing with the SEC a Current Report on Form 8-K (the “Form 8-K”). Item 1.01 of the Form
8-K is hereby incorporated
by reference.
Item 15. Additional Information (Regulation M-A Item 1011)
(c) Other material information. Item 15(c) is hereby amended
and supplemented as follows:
On October 27, 2022, at a special meeting of the Company’s
stockholders, the Company’s stockholders voted to approve the
proposals to: (1) adopt the merger agreement; (2) adjourn
the special meeting to a later date or dates, if necessary or
appropriate, including adjournments to solicit additional proxies
if there were insufficient votes at the time of the special meeting
to approve the merger agreement proposal; and (3) adopt by
nonbinding, advisory vote, certain compensation arrangements for
the Company’s named executive officers in connection with the
merger.
On October 31, 2022, the Company filed a Certificate of Merger
with the Secretary of State of the State of Delaware, pursuant to
which the merger became effective. As a result of the merger, the
Company merged with and into Merger Sub, with Merger Sub surviving
the merger.
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