PZENA INVESTMENT MANAGEMENT, INC. : Other Events, Financial Statements and Exhibits (Form 8-K)

Article 8.01 – Other events.

On October 10, 2022, Pzena Investment Management, Inc.a Delaware corporation (“PZN”), issued a press release announcing the receipt of all required regulatory approvals under the previously announced merger agreement pursuant to which PZN would become a private company (the “Transaction”). The transaction remains subject to certain other customary conditions, including PZN shareholder approval. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated herein by reference.

Also on October 10, 2022, PZN has made available a presentation providing additional information regarding the Transaction. A copy of the presentation is attached to this current report on Form 8-K as Exhibit 99.2 and incorporated herein by reference.

Item 9.01 Financial statements and supporting documents.


(d) Exhibits

Exhibit
  No.       Document

99.1          Press Release, dated October 10, 2022

99.2          Investor Presentation, dated October 10, 2022

104         Cover Page Interactive Data File (embedded within the Inline XBRL document)

Forward-looking statements

Certain statements and information contained in this communication may be considered “forward-looking statements”, such as statements relating to management’s beliefs regarding future events and financial performance. Words or phrases such as “anticipate”, “believe”, “continue”, “in progress”, “estimate”, “expect”, “intend”, “may”, “plan”, ” potential”, “predict”, “project” or similar words or phrases, or the negative forms of such words or phrases, may identify forward-looking statements, but the absence of such words does not necessarily mean that a statement is not is not forward-looking.These forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from historical experience or future results expressed or implied by such forward-looking statements. Potential risks and uncertainties include, but are not limited to, economic conditions in the markets in which PZN operates; new federal or state government regulations; PZN’s ability to operate, integrate and effectively operate any strategic initiatives. e past or future; statements regarding the merger and related matters; the ability to meet expectations regarding the timing and completion of the merger; the occurrence of any event, change or other circumstance that may cause the Merger Agreement to be terminated; failure to obtain PZN shareholder approval for the transaction or failure to satisfy any of the other conditions to the completion of the transaction; risks related to the financing required to complete the transaction; the effect of the announcement of the transaction on PZN’s ability to retain and hire key personnel and to maintain relationships with its customers, suppliers and others with whom it does business, or on its results of operations and activities in general; risks associated with disruption of management’s attention to ongoing business operations as a result of the transaction; material transaction costs, fees, expenses and charges; the risk of litigation and/or regulatory actions related to the transaction; and other factors detailed in PZN’s Annual Report on Form 10-K filed with the US Securities and Exchange Commission (the “SEC”) for the year ended
December 31, 2021 and other PZN deposits with the SECONDavailable on
http://www.sec.gov and on the PZN website at investor.pzena.com.

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Additional information and where to find it

In connection with the proposed merger transaction, PZN has filed a definitive proxy statement (the “Proxy Circulation”) with the SECOND on September 27, 2022. PZN began sending the proxy and a proxy card to its shareholders on or about September 27, 2022. This communication does not constitute a solicitation of vote or approval. PZN shareholders are urged to read the proxy statement and all other documents filed or to be filed with the SECOND in connection with the proposed merger or incorporated by reference into the proxy statement because they contain or will contain material information about the proposed merger. Investors may obtain a copy of the documents filed with the SECOND to DRY
website at http://www.sec.gov. In addition, investors may obtain a free copy of the documents filed by the Company with the SECOND from the investors section of the PZN website at https://www.pzena.com or by sending a request to: Pzena Investment Management, Inc., 320 Park Avenue8th floor, New York, NY 10022, (212) 355-1600, [email protected]

Participants in the solicitation

PZN, its directors and certain of its officers and employees may be considered participants in the solicitation of proxies from PZN shareholders in connection with the proposed transaction. Information about the company’s directors and officers is set forth in the company’s definitive proxy statement for its 2022 annual meeting of shareholders filed with the SECOND on
April 4, 2022. To the extent that the holdings of PZN securities by directors and officers of PZN have changed since the amounts disclosed in the proxy statement for its 2022 annual meeting of shareholders, such changes have been or will be reflected in the statements of change of ownership on Form 4 filed with the
SECOND. These documents can be obtained free of charge at DRY website at www.sec.gov and on the Investor Relations page of PZN’s website located at
https://investors.pzena.com. Additional information regarding the interests of participants in the proxy solicitation in connection with the proposed merger has been included in the proxy statement and may be included in other relevant documents that PZN files with the SECOND.

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