Pzena Investment Management LLC entered into an agreement to acquire 22.66% stake in Pzena Investment Management, Inc. (NYSE:PZN) for approximately $180 million on July 26, 2022. Under the terms of the definitive agreement, Pzena Investment Management, Inc. will become a private company through a transaction in which holders of PZN Class A common stock will receive $9.60 per share in cash and each share of Class B common stock, will be automatically cancelled and the holders thereof will not be entitled to receive the Merger Consideration. Pzena Investment Management, LLC has secured a $200 million loan commitment from JP Morgan to complete this transaction. Upon completion of the transaction, Pzena Investment Management will be a privately-held company owned by the existing partners of PIM. All of Pzena Investment Management's leadership and investment professionals are anticipated to remain in place and will retain substantially all of their equity interest in the business. Upon completion of the transaction, PZN will become a private company, and its shares of Class A common stock will no longer trade on the New York Stock Exchange. Pzena Investment Management LLC will pay a termination fee of $8 million to PZN.

The Special Committee of Board of Directors of PZN unanimously proposed transaction is in the best interests of the holders of PZN's Class A common stock. The transaction is subject to approval by PZN stockholders, including a special approval of holders of a majority of the Class A shares not held by persons who will remain as investors in PIM following the closing, receipt of applicable regulatory approvals, the expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976; receipt of the Irish Bank Approval and Ontario Securities Commission Clearance; and other customary closing conditions. In connection with the proposed transaction, PZN entered into a voting agreement with certain members of PZN's management team, as a result of which all outstanding shares of Class B common stock will be voted in favor of the transaction. As of October 11, 2022, all regulatory approvals have been obtained. As of October 27, 2022, the transaction has been approved by the PZN shareholders. The transaction is expected to close in fourth quarter of 2022. As of October 27, 2022, the transaction is expected to close on October 31, 2022.

Andrew J. Nussbaum and Nicholas G. Demmo of Wachtell, Lipton, Rosen & Katz LLP acted as legal advisors; and, Ardea Partners LP and CastleOak Securities, L.P. acted as financial advisors and fairness opinion providers to the special committee of PZN. Scott Golenbock of Milbank LLP acted as legal advisor and J.P. Morgan Securities LLC acted as financial advisor to Pzena Investment Management LLC. American Stock Transfer & Trust Company acted as transfer agent and MacKenzie Partners, Inc. acted as proxy solicitor to PZN. PZN paid a fee of $1 million for fairness opinion and will pay on closing $1.46 million as transaction fee to CastleOak. PZN will pay transaction fee of $3.14 million on closing to Ardea. PZN has agreed to pay MacKenzie a fee of $60,000 for proxy solicitation.

Pzena Investment Management LLC completed the acquisition of 22.66% stake in Pzena Investment Management, Inc. (NYSE:PZN) on October 31, 2022. Effective today, PZN will operate as a privately-held company owned by the existing partners of Pzena Investment Management, LLC.