FBR & Co. Commences Self Tender Offer to Purchase Up to Four Million Shares
ARLINGTON, Va., Nov. 5, 2012 (GLOBE NEWSWIRE) -- FBR & Co. (Nasdaq: FBRC) today announced the commencement of a modified "Dutch auction" tender offer to purchase up to four million shares, or about 8%, of its outstanding common stock, at a price of not less than $3.00 and not more than $3.25 per share. The tender offer will expire at 12:00 midnight, New York City time, on December 3, 2012, unless extended.
A modified "Dutch auction" tender offer allows stockholders to indicate how many shares and at what price(s) they wish to tender their shares within the specified price range. Based on the number of shares tendered and the prices specified by the tendering stockholders, FBR will determine the lowest price per share within the range that will allow FBR to purchase up to four million shares of its common stock, or a lower amount depending on the number of shares properly tendered and not properly withdrawn. Stockholders whose shares are purchased in the offer will receive the determined purchase price per share in cash, without interest, after the expiration of the offer period, subject to the conditions of the tender offer, including the provisions relating to proration, "odd lot" priority and conditional tenders. All shares tendered at prices higher than the purchase price will not be purchased and will be promptly returned to stockholders. The offer to purchase is not conditioned upon any minimum number of shares being tendered; however, the tender offer is subject to a number of other terms and conditions. Specific instructions and an explanation of the terms and conditions of the tender offer are contained in the Offer to Purchase and related materials that are being mailed to stockholders. FBR expects to fund the purchase of shares in the tender offer with cash on hand. The tender offer is in addition to the previously disclosed six million shares that FBR is currently authorized to repurchase.
FBR has retained FBR Capital Markets & Co. as the dealer manager for the tender offer and D.F. King & Co., Inc. as the information agent.
Copies of the Offer to Purchase and the related Letter of Transmittal are being mailed to holders of FBR & Co. shares. Additional copies of the Offer to Purchase, the related Letter of Transmittal or the Notice of Guaranteed Delivery may be obtained at FBR's expense from the information agent, D.F. King & Co., Inc. at (800) 758-5880 — banks and brokerage firms please call (212) 269-5550.
Questions regarding the tender offer should be directed to D.F. King & Co., Inc. at (800) 758-5880 (Toll-free).
About FBR & Co.
FBR & Co. (Nasdaq: FBRC) provides investment banking, merger and acquisition advisory, institutional brokerage, and research services through its subsidiary FBR Capital Markets & Co. FBR focuses capital and financial expertise on the following industry sectors: consumer; diversified industrials; energy & natural resources; financial institutions; insurance; real estate; and technology, media & telecom. FBR is headquartered in the Washington, D.C. metropolitan area with offices throughout the United States. For more information, please visit www.fbr.com.
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