Artio Global Investors, Inc. (ART)
Q4 2012 Earnings Call
February 14, 2013, 8:00 a.m. ET
Peter Sands – Head of Investor Relations
Tony Williams – CEO
Frank Harte – CFO
Rudolph-Riad Younces – Head of International Equity
Rachael Braverman – VP, Counsel
Matthew Chodos – VP Artio Global
Adam Beatty – Bank of America/Merrill Lynch
Michael Kim – Sandler O’Neill
Bill [Inaudible] – Citigroup
Good morning and welcome to the Artio Global Investors fourth quarter and year-end 2012 earnings call. (Operator Instructions)
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Good morning everyone and thank you for joining us for today's conference call to review our fourth quarter and full-year results. Tony will review the business including performance and [inaudible] and Frank will take you through the details of our adjusted financial results. Following that, we will take your questions along with our corporate counsel, Rachel Braverman and our Head of Financial Planning and Analysis, Matthew Chodos.
Before I turn the call over to Tony, I would like to remind you that in light of the SEC's fair disclosure rules, management is limited in responding to inquires in a non-public forum. Therefore, we encourage you to ask all questions of a material nature on this public call.
Some of the information we present today may be forward-looking in nature, specifically regarding the proposed merger we announced this morning for which related cautionary notes can be found in the press release we issued at around 2:00 a.m. announcing the transaction. Other cautionary notes can be found in the risk factors section of our most recent annual report on form 10-K.
The forward-looking statements in this morning's remarks are subject to a number of important factors that may cause the actual results to be materially different from those reflected in such forward-looking statements. Including but not limited to legal or regulatory proceedings or other matters that affect the timing or ability to complete the proposed merger as contemplated or affect the satisfaction of the conditions precedent to the consummation of the proposed merger. Investors and security holders are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this call.
I would also like to highlight that in connection with the proposed merger, we will be filing a proxy statement with the SEC. investors are advised to read the proxy statement when it becomes available because it will contain important information.
In addition to our reported GAAP results, we believe investors should review our non-GAAP adjusted results, a reconciliation of which is provided in the exhibit to today's earnings release. Our earnings release is available in the investor relations section of our website at artioglobal.com where an online rebroadcast of this conference call will be made available.
I would also like to point out that unless otherwise stated, we will be discussing performance metrics based on fast I mutual funds and NFP's. Performance metrics and Lipor ranking covering periods subsequent to the end of the fourth quarter are through January 31, 2013 unless otherwise stated.
Now I will turn the call over to Tony.
Thank you, Peter, and good morning everyone.
As you will have seen in addition to our earnings release this morning, we announced that we have entered into an agreement with Aberdeen Asset Management pursuant to which Aberdeen will acquire Artio Global Investors for $2.75 cash per share. With the decline in our assets under management the last couple of years, we felt there would be significant benefit in partnering with an organization like Aberdeen, which has vast financial strength and a delivered footprint of analytical resources.
As mentioned in the press release, we are excited about the opportunity for our high grade and high yield teams, which will be added to Aberdeen's existing capabilities at the closing of the transaction. Our international equity and global equity teams will continue to manage those strategies until the merger is complete after which Aberdeen will take over management responsibilities subject to client consent.
Like us, Aberdeen is an investment centric organization. And we are confident that our clients will benefit from its global footprint of resources as well as the vast financial strength of the firm.
Subject to the satisfaction of customary conditions specified in the merger agreement, we expect the deal to close by the end of the second quarter or early in the third quarter of this year.
Gamma Holding AG, our former parent company and largest shareholder along with our chief investment officer, Richard Powell, and our head of international equity's ray of units all entered into merging agreements under which they have agreed to vote in favor of the transaction. In aggregate, these parties represent approximately 45% of Artio Global's total shares outstanding.
We will be filing an 8-K, which will provide a summary of key terms regarding the merger agreement as well as attaching it in its' entirety.
I would like to take a moment to thank our clients and shareholders, many of whom have been with us for some time. We believe this merger is in your best interest. And we're confident that the Aberdeen umbrella will be beneficial to you.
Turning back to our fourth quarter results, for 2012 fourth quarter, [inaudible] generated adjusted net income of $1.5 million or $0.02 per diluted share bringing our full year 2012 adjusted net income to $15 million or $0.25 per diluted share.