Thomas Weisel Partners Announces Agreement to Acquire Westwind
Partners, a Prominent Toronto-Based Resource Focused Firm
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.
About Thomas Weisel Partners Group, Inc.
Thomas Weisel Partners Group, Inc. is an investment bank, founded in
1998, focused principally on the growth sectors of the economy.
Thomas Weisel Partners Group, Inc. generates revenues from three
principal sources: investment banking, brokerage and asset
management. The investment banking group is comprised of two
disciplines: corporate finance and strategic advisory. The brokerage
group provides equity and convertible debt securities sales and
trading services to institutional investors, and offers brokerage,
advisory and cash management services to high-net-worth individuals
and corporate clients. The asset management group consists of:
private equity, public equity and distribution management. Thomas
Weisel Partners is headquartered in San Francisco with additional
offices in Baltimore, Boston, Chicago, Cleveland, New York, Portland,
Silicon Valley, London and Mumbai.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements, which are
subject to risks, uncertainties and assumptions about us. In some
cases, you can identify these statements by forward-looking words
such as "may", "might", "will", "should", "expect", "plan",
"anticipate", "believe", "estimate", "predict", "optimistic",
"potential", "future" or "continue", the negative of these terms and
other comparable terminology. These statements are only predictions
based on our current expectations about future events. There are
important factors that could cause actual results, level of activity,
performance or achievements or other events or circumstances to
differ materially from the results, level of activity, performance or
achievements expressed or implied by these forward-looking
statements. These factors include, but are not limited to, Thomas
Weisel Partners' and Westwind Partners' ability to complete the
transaction in a timely manner or at all, implement their strategic
initiatives and achieve the expected benefits of the transaction,
integrate their operations and retain their professionals, as well as
competitive, economic, political, and market conditions and
fluctuations, government and industry regulation, other risks
relating to the transaction, including the effect of the announcement
of the transaction on the companies' business relationships,
operating results and business generally and other factors. Some of
the other factors are those that are discussed in Item 1A -- "Risk
Factors" in our Annual Report on Form 10-K for the year ended
December 31, 2005 and in our Quarterly Reports on Form 10-Q filed
with the SEC thereafter. We do not assume responsibility for the
accuracy or completeness of any forward-looking statement and you
should not rely on forward-looking statements as predictions of
future events. We are under no duty to update any of these
forward-looking statements to conform them to actual results or
revised expectations.
Additional Information
Further information about the exclusion of IPO award expense in
calculating our non-GAAP results is included in the periodic reports
we file with the SEC, which are available free of charge at the SEC's
web site at www.sec.gov and at the Investor Relations section of
www.tweisel.com. Further information regarding the non-GAAP financial
measures described herein is set forth in the investor presentation
relating to the Westwind transaction that is posted on the Investor
Relations/Webcasts section of www.tweisel.com
Thomas Weisel Partners will be filing a proxy statement and other
relevant documents relating to the acquisition of Westwind Partners
with the Securities and Exchange Commission (the "SEC"). Shareholders
of Thomas Weisel Partners are urged to read the Proxy Statement and
any other relevant documents filed with the SEC when they become
available because they will contain important information. Investors
and shareholders can obtain free copies of the proxy statement and
other documents when they become available (i) by calling Investor
Relations at 415-364-2500, (ii) by going to the Investor Relations
section of www.tweisel.com or (iii) by mailing a request to Thomas
Weisel Partners, Investor Relations, One Montgomery Street, San
Francisco, CA 94104. In addition, documents filed with the SEC by
Thomas Weisel Partners are available free of charge at the SEC's web
site at www.sec.gov.
Thomas Weisel Partners and its directors and executive officers may
be deemed to be participants in the solicitation of proxies from the
shareholders of Thomas Weisel Partners in connection with the
proposed transaction. Information regarding Thomas Weisel Partners'
directors and executive officers is available in Thomas Weisel
Partners' Annual Report on Form 10-K for the year ended December 31,
2006, which was filed with the SEC on March 16, 2007, and its Proxy
Statement for its 2007 Annual Meeting of Shareholders, which was
filed with the SEC on April 12, 2007. These documents are available
free of charge at the SEC's web site at www.sec.gov and from Investor
Relations at Thomas Weisel Partners as described above. Additional
information regarding the interests of such potential participants
will be included in the proxy statement and the other relevant
documents filed with the SEC when they become available.
Investor Relations Contact:
Deborah Lightfoot
415-364-2500
investorrelations@tweisel.com
Media Contact:
Amanda Gaines-Cooke
415-364-2500
amandagainescooke@tweisel.com
