As per the terms of the agreement, LaBranche shareholders will receive upon closing a fixed ratio of 0.9980 of a share of Cowen Class A common stock for each their outstanding common stock.
Certain executive officers of LaBranche, holding approximately 12.5% of the outstanding shares of LaBranche, have entered into a voting agreement with Cowen to vote their shares in favor of the transaction.
RCG Holding, which currently holds approximately 44.5% of the outstanding shares of Cowen, entered into a voting agreement with LaBranche to vote its shares in favor of the transaction.
Upon closing, Michael LaBranche, chairman, CEO and president of LaBranche, will join Cowen’s Board of Directors and will take the role of senior managing director.
The deal is expected to close by the end of the second quarter or beginning of the third quarter.
Cowen chairman and CEO Peter Cohen said the combined organization will benefit from an increased capital base and will accelerate Cowen time to market in a number of high growth areas in sales and trading.
"We will also be in a position to expand capital markets activities by leveraging LaBranche’s licenses, including its Hong Kong exchange membership," Cohen said.
