Thomas Weisel Partners Announces Agreement to Acquire Westwind Partners, a Prominent Toronto-Based Resource Focused Firm

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Algemeen advies 01/10/2007 10:33
SAN FRANCISCO, CA--(Marketwire - October 01, 2007) - Thomas Weisel Partners Group, Inc. (NASDAQ: TWPG) announced the signing of an agreement to acquire Westwind Partners, a full service, institutionally oriented, independent investment bank focused on the energy and mining sectors. An investor/analyst conference call has been scheduled for October 1, 2007 at 5:00 a.m. (Pacific) and 8:00 a.m. (Eastern).

Westwind, founded in 2002 and headquartered in Toronto, has offices in Calgary, Montreal and London with approximately 100 employees. A leader in the energy and mining sectors, Westwind's investment banking team has executed over $17.0 billion in capital raising transactions during the last five years and has been lead or co-lead manager of over 140 transactions. With over 20 senior trading and sales professionals and 14 publishing analysts, Westwind's brokerage group covers over 120 companies in 6 sectors.

"I am pleased to announce the acquisition of Westwind and am looking forward to Lionel Conacher, Westwind's CEO and President, joining us as President of Thomas Weisel Partners," said Thomas Weisel, CEO and Chairman. "This acquisition will give us access to the energy and mining sectors which are key verticals to expanding internationally and highly complementary to our existing coverage universe. Companies in these sectors are prodigious capital raisers, and our growth brand applied to these sectors is a powerful combination."

"Culturally, the Westwind team is very much like our own," Thomas Weisel continued, "they are principled, entrepreneurial, passionate about helping growing companies access the capital markets, and dedicated to providing superior independent advice. Westwind views this transaction much like we do: a significant milestone in the building of the premier, global growth-focused investment bank."

"My partners and I are looking forward to joining Thomas Weisel Partners and we are very excited by the prospect of leveraging the TWP brand in Canada and abroad," said Lionel Conacher, CEO and President of Westwind. "This transaction comes at an opportune time for the Westwind franchise. Energy and mining have been the major drivers of financings in Canada since 2002. More than 50% of all funds raised in Canada year-to-date have been in these areas and we expect these trends to continue into the future. The resource sectors are an excellent international platform for growth. We see tremendous opportunities to significantly expand Westwind's business in Canada and Europe and potential to leverage Westwind's expertise in energy and mining in the U.S."

Transaction Highlights

-- Transaction Terms. Thomas Weisel Partners will acquire Westwind for
$146.7 million based on the closing share price on September 28, 2007,
consisting of $45 million in cash and 7.009 million shares of TWPG common
stock. Closing of the transaction is expected to occur in January 2008 and
is subject to customary closing conditions, including regulatory approvals
and approval by Thomas Weisel Partners' shareholders.

-- Expanding Vertical Platform. By combining the alternative energy team
brought on in early 2007 with Westwind's already developed mining and
energy teams, we are greatly expanding our vertical footprint. The profile
of Westwind's clients is consistent with our core clients in terms of stage
of life, need for financing and entrepreneurial sprit. The average market
cap of Westwind's coverage universe is approximately $600 million. Westwind
has built an international practice in mining and energy that is well
positioned with respect to current macro global demand.

-- Expanding Globally. With Westwind's presence in Toronto, Calgary and
Montreal, this acquisition expands our geographic reach into Canada, whose
public and venture capital markets fund thousands of entrepreneurial
companies. Westwind's London office jump starts our investment banking
efforts in Europe on the heels of our recent institutional sales build-out
in London and Zurich and we would expect to continue to expand our
footprint in Europe.

-- Expanding Talent Pool. In addition to Lionel Conacher, CEO and
President of Westwind, we have gained a team of over 20 accomplished
bankers, including David Beatty, co-founder of Westwind and head of the
mining practice, Kevin Tomlinson, a London-based mining banker, and Alex
Wylie and Paul Colucci, senior energy bankers based in Calgary and London,
respectively. On the brokerage side, we add strong equity distribution
capability with over 20 sales and trading professionals, including Ross
McMaster, Alec Rowlands and J.P. Veitch.

-- One Combined Firm. The combined firm will have offices in the U.S.,
Canada, the U.K., Switzerland and India, with approximately 150 bankers
worldwide focusing on the technology, consumer, healthcare, internet &
media, energy and mining sectors. With virtually no coverage overlap, the
combined firm's research universe will include coverage of approximately
700 stocks.

-- Projected Impact. We expect Westwind to add between $100 and $110
million to our revenues and between $0.17 and $0.25 to non-GAAP diluted
earnings per share in 2008. If this transaction had occurred at the
beginning of 2007, we would have expected, for the full year 2007, Westwind
to add between $85 and $90 million to our revenues and between $0.17 and
$0.21 to non-GAAP diluted earnings per share. These expected non-GAAP
diluted earnings per share increases are calculated based on the current
consensus of Wall Street analysts for our 2007 and 2008 fiscal years.

These non-GAAP diluted earnings per share amounts exclude expected
transaction-related expense of (i) $0.23 to $0.25 per diluted share of
tax-affected amortization of intangibles and (ii) $0.01 per diluted
share of tax-affected one-time charges. In addition, because we have
historically excluded our IPO award expense from our non-GAAP diluted
earnings per share, the non-GAAP diluted earnings per share amounts
have also been adjusted upwards by $0.03 in order to account for the
effect of the issuance of additional shares as transaction
consideration. If these transaction-related expenses were not excluded
and we did not make this IPO award related adjustment, the transaction
would be expected to affect diluted earnings per share by an amount
ranging from a decrease of $0.04 to an increase of $0.04 in 2008.
Similarly, had the transaction occurred at the beginning of 2007, it
would be expected to reduce diluted earnings per share for full year
2007 by $0.05 to $0.01.

Thomas Weisel Partners Group, Inc.'s financial advisor on the transaction was its wholly-owned subsidiary, Thomas Weisel Partners LLC. Keefe, Bruyette & Woods rendered a fairness opinion in conjunction with the transaction; and the legal advisors to Thomas Weisel Partners were Sullivan & Cromwell LLP and Stikeman Elliott LLP.
Westwind Capital Corporation's wholly-owned subsidiary Westwind Partners, advised on the transaction and legal services were provided by Davies Ward Phillips & Vineberg LLP.

Key Statistics - Westwind Partners
-- Investment bank focused on institutional growth clients
-- Founded in 2002
-- Headquartered in Toronto
-- Additional offices in Calgary, Montreal and London
-- 108 employees
-- 26 investment banking professionals
-- 14 publishing research analysts covering more than 120 companies in
six sectors
-- 22 sales and trading professionals
-- Sector expertise includes:
-- Energy: approximately 30% of total revenue for the 6 months ended
June 2007; 53 companies under coverage
-- Mining: approximately 50% of total revenue for the 6 months ended
June 2007; 34 companies under coverage
-- Other sector focus includes technology, media & entertainment, real
estate and special situations
-- Over 400 institutional sales accounts, with approximately 40% of
accounts located outside Canada
-- Revenue split: approximately 80% investment banking, 20% brokerage.
Historically, 80% - 85% of investment banking revenues relate to
capital raising transactions, while 15% - 20% are from M&A advisory
services.
-- LTM Revenue 6/30/07: $74 million
-- Projected 2007 Revenue: $85 - $90 million
-- Projected 2008 Revenue: $100 - $110 million

Conference Call

Thomas Weisel Partners Group, Inc. will host a conference call on October 1, 2007 at 8:00 a.m. Eastern (5:00 a.m. Pacific) to discuss the acquisition of Westwind Partners. The conference call may include forward-looking statements, including guidance as to future results.

All interested parties are invited to listen to Thomas Weisel Partners' Chairman and CEO, Thomas W. Weisel, Westwind Partners' CEO and President, Lionel Conacher, and Thomas Weisel Partners' Chief Operating Officer and CFO, David Baylor, by dialing 888/713-4515 (domestic) or 913/312-1376 (international). The confirmation code for both the domestic and international lines is: 4392640. A live webcast of the call will be available through the Investor Relations/Webcasts section of our website, www.tweisel.com. For those who cannot listen to the live broadcast, a replay will be available on this site following the call.

To listen to the live call, please go to the website at least 15 minutes early to register, download and install any necessary audio software.



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