Transaction Would Combine Financial Engines and Edelman Financial
Services, Creating Unparalleled Independent Registered Investment Advisor
SUNNYVALE, Calif.--(BUSINESS WIRE)--Apr. 30, 2018--
Financial Engines (NASDAQ:FNGN), America’s largest independent
investment advisor1, today announced that it has signed a
definitive agreement to be acquired by funds affiliated with Hellman &
Friedman (“H&F”) in an all-cash transaction that values Financial
Engines at an aggregate value of approximately $3.02 billion. Under the
terms of the agreement, Financial Engines shareholders will receive
$45.00 per share in cash upon the closing of the transaction. The price
per share represents more than a 32 percent premium above the closing
share price of $33.95 on April 27, 2018 and more than a 41 percent
premium above the trailing 90-day volume weighted average stock price
for the period ended April 27, 2018. The agreement has been unanimously
approved by Financial Engines’ board of directors. Edelman Financial
Services (“Edelman”), one of the nation's largest independent financial
planning and investment management firms, will be combined with
Financial Engines as part of the transaction. H&F owns a majority
interest in Edelman.
Financial Engines and Edelman are two firms with similar proud legacies
of providing investors independent financial advice. Founded in 1996,
Financial Engines uniquely leverages proprietary technology and a
network of advisors to deliver a broad range of financial planning and
investment advice to investors through nationwide advisor centers and
employees at their workplace. Today, with $169 billion in assets under
management, more than 750 of America’s leading employers and largest
recordkeepers trust Financial Engines to help over ten million employees
with more than $1 trillion in assets to save and invest for retirement.
Over the past thirty years, Edelman has established itself as a leader
in personal finance education and financial planning services. Edelman
has become one of the largest independent financial planning firms in
the nation, managing more than $21.7 billion for more than 35,000
clients across the country. The combined companies, with a shared
vision, will create the leading provider of scalable, comprehensive, and
unbiased advice for all investors.
“After a thorough assessment, the Board has determined that this
transaction represents a compelling outcome for our stockholders,
customers and employees. It recognizes the value of Financial Engines’
franchise and mission while providing stockholders with a substantial
premium,” said Blake Grossman, Chairman of the Board of Financial
“Financial Engines is extremely excited to enter the next chapter of
growth through a partnership with Hellman & Friedman,” said Larry
Raffone, President and CEO of Financial Engines. “We see tremendous
alignment and commitment to our vision, and we believe the H&F
partnership and the combination with Edelman is the best path for us to
achieve our long-term strategic objectives, while providing significant
and immediate upside to our stockholders, employees and clients.” Larry
will be President, CEO and board member of the combined company.
“Financial Engines is a pioneer in the high-growth financial technology
sector. It brings a competitively superior investment methodology to its
trusted relationships with the largest employers and recordkeepers in
America,” said Allen Thorpe, Partner at Hellman & Friedman. “We look
forward to further investing in Financial Engines to accelerate its
growth and success. We will work closely with Larry and the rest of the
Financial Engines team and Ryan Parker and the Edelman team to bring
these companies together into a unique business with an unparalleled
mission to bring better financial help to millions of investors.”
“Our unwavering focus on our clients has allowed us to build a rapidly
growing business and we are proud of our long-time commitment to
delivering high-quality financial planning and investment advice,” said
Edelman Founder and Chairman Ric Edelman. “We are very excited to join
forces with Financial Engines to serve more clients better than ever and
to accelerate growth in the business.” Ric will be a board member and
Chairman of Financial and Investor Education of the combined company.
The transaction, which is expected to close in the third quarter of
2018, is subject to approval by Financial Engines stockholders,
regulatory approval and other customary closing conditions.
Sandler O’Neill & Partners, L.P. acted as financial advisor to Financial
Engines, and Wachtell, Lipton, Rosen & Katz provided legal counsel. J.P.
Morgan, Barclays, Deutsche Bank Securities Inc., and UBS Investment Bank
acted as financial advisors to H&F and Simpson Thacher & Bartlett
provided legal counsel to H&F and Edelman.
About Financial Engines
With roots in Silicon Valley, Financial Engines is the nation’s largest
independent investment advisor1. We believe that all
Americans – not just the wealthy – should have access to high-quality,
unbiased financial help and our client’s best interests should always
come first. Today, more than 750 of the nation’s most respected
employers trust Financial Engines to offer professional financial help
to over ten million employees nationwide.
For more information, visit www.financialengines.com.
1 For independence methodology and ranking, see
InvestmentNews Center (http://data.investmentnews.com/ria/).
©1998-2018 Financial Engines, Inc. All rights reserved. Financial
Engines® is a registered trademark of Financial Engines, Inc. All
advisory services provided by Financial Engines Advisors
L.L.C. Financial Engines does not guarantee future results.
About Edelman Financial Services
Edelman Financial Services is one of the nation’s largest independent
financial planning firms providing financial planning and investment
management services to over 35,000 individuals and families, and
managing more than $21.7 billion in assets. Edelman Financial Services
has won more than 100 financial, business, community and philanthropic
awards, and offers an investment philosophy that puts clients first and
delivers value through in-depth financial education, personalized
financial plans and access to experienced financial planners.
For more information, visit www.EdelmanFinancial.com.
About Hellman & Friedman
Hellman & Friedman is a leading private equity investment firm with
offices in San Francisco, New York, and London. Since its founding in
1984, Hellman & Friedman, through its affiliated funds, has raised and
managed over $35 billion of committed capital. The firm focuses on
investing in superior business franchises and serving as a value-added
partner to management in select industries including financial services,
software, business & information services, healthcare, internet & media,
retail & consumer, and industrials and energy.
For more information on Hellman & Friedman, please visit www.hf.com.
Additional Information and Where to Find It
This communication relates to the proposed merger involving Financial
Engines, Inc. (“Financial Engines” or the “Company”). In connection with
the proposed merger, Financial Engines will file relevant materials with
the U.S. Securities and Exchange Commission (the “SEC”), including the
Company’s proxy statement on Schedule 14A (the “Proxy Statement”). This
communication is not a substitute for the Proxy Statement or any other
document that Financial Engines may file with the SEC or send to its
stockholders in connection with the proposed merger. BEFORE MAKING ANY
VOTING DECISION, STOCKHOLDERS OF FINANCIAL ENGINES ARE URGED TO READ ALL
RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT,
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED MERGER. Investors and security holders
will be able to obtain the documents (when available) free of charge at
the SEC’s website, www.sec.gov,
and the Company’s website, www.FinancialEngines.com.
In addition, the documents (when available) may be obtained free of
charge by directing a request to Amy Conley by email at ir@FinancialEngines.com
or by calling (408) 498-6040.
Participants in the Solicitation
The Company and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the holders of
Financial Engines common stock in respect of the proposed merger.
Information about the directors and executive officers of Financial
Engines is set forth in the proxy statement for the Company’s 2018
annual meeting of stockholders, which was filed with the SEC on April 6,
2018, and in other documents filed by Financial Engines with the SEC.
Other information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests, by security
holdings or otherwise, will be contained in the Proxy Statement and
other relevant materials to be filed with the SEC in respect of the
proposed merger when they become available.
Cautionary Statements Regarding Forward-Looking Information
Certain statements contained in this communication may constitute
“forward-looking statements.” These forward-looking statements may be
identified by terms such as “plan to,” “designed to,” “allow,” “will,”
“can,” “expect,” “estimates,” “believes,” “intends,” “may,” “continues,”
“to be” or the negative of these terms, and similar expressions intended
to identify forward-looking statements. These forward-looking statements
involve known and unknown risks, uncertainties and other factors which
may cause actual results, performance or achievements to differ
materially from those expressed or implied by such forward-looking
statements, and reported results should not be considered as an
indication of future performance. These risks, uncertainties and other
factors include, but are not limited to, risks related to the occurrence
of any event, change or other circumstance that could give rise to the
termination of the merger agreement; the failure to obtain Financial
Engines stockholder approval of the merger or the failure to satisfy any
of the other conditions to the completion of the merger; the effect of
the announcement of the merger on the ability of Financial Engines to
retain and hire key personnel and maintain relationships with its
clients, providers, partners and others with whom it does business, or
on its operating results and businesses generally; risks associated with
the disruption of management’s attention from ongoing business
operations due to the merger; the ability to meet expectations regarding
the timing and completion of the merger; and other factors described in
the Company’s Form 10-K for the year ended December 31, 2017, as filed
with the SEC, and in other reports filed by the Company with the SEC
from time to time. You are cautioned not to unduly rely on these
forward-looking statements, which speak only as of the date of this
communication. Unless required by law, Financial Engines undertakes no
obligation to publicly revise any forward-looking statement to reflect
circumstances or events after the date of this communication or to
report the occurrence of unanticipated events.
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Source: Financial Engines