SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X] Filed by a Party other than the Registrant [ ]
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Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Under Rule 14a-12
[ ] Confidential, For Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
INSIGNIA FINANCIAL GROUP, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[X] No fee required.
[ ] [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on
which the filing fee is calculated and state how it was
determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
1) Amount previously paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
2
Insignia Financial Group, Inc.
Pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Insignia Financial Group, Inc.
Commission File No.: 00114373
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PRESS RELEASE
CB Richard Ellis, Inc.
970 W. 190th Street, Suite 700
Torrance, CA 90502
T 310 354 5065
F 310 380 5149
www.cbre.com
FOR IMMEDIATE RELEASE
For further information:
Victor Dominguez Steve Iaco
CB Richard Ellis Insignia Financial Group
310 354 5064 212 984 6535
CB RICHARD ELLIS
TO ACQUIRE INSIGNIA FINANCIAL GROUP, INC.
PLANNED MERGER WOULD CREATE GLOBAL MARKET LEADER
IN REAL ESTATE SERVICES
LOS ANGELES AND NEW YORK, FEBRUARY 18, 2003 - CB Richard Ellis today announced
it has entered into a definitive agreement to acquire Insignia Financial Group,
Inc. (NYSE:IFS) for $11.00 per share of common stock in cash, plus the potential
for incremental consideration. Upon completion, the transaction would create a
real estate services company with revenues exceeding $1.8 billion, 16,000
employees in 47 countries, and market leadership positions in major business
centers, including New York, Los Angeles, Chicago, London, Paris and Hong Kong.
The all-cash transaction is valued at approximately $415 million, including
repayment of net debt and redemption of preferred stock, and is subject to
Insignia shareholder approval and other conditions.
Insignia will endeavor to sell certain real estate assets prior to the closing
of the transaction. To the extent that Insignia is able to realize more than $45
million in cash for these assets, the amount received over $45 million will be
paid to shareholders, up to an additional $1.00 per
NAVIGATING A NEW WORLD
share of Insignia common stock. There can be no assurance that Insignia will
achieve more than $45 million through the asset sales.
Upon closing, the combined company will operate globally as CB Richard Ellis,
and is expected to:
o generate $90 billion of annual sales and leasing transactions (based
on 2001 activity)
o rank as the world's largest commercial property manager, with a
combined portfolio of nearly 850 million sq. ft. on a worldwide basis
o conduct $32 billion in capital markets transactions, including
property sales and mortgage banking
o manage more than $13 billion in assets, primarily for institutional
partnerships
o conduct in excess of $290 billion of appraisals
o offer the industry's largest proprietary market research
infrastructure, including nearly 300 local market research
professionals, complemented by the macro-analytical and forecasting
capabilities of its Torto-Wheaton Research unit
In addition to Insignia shareholder approval, the transaction, which is expected
to close in June, is subject to the receipt of financing and regulatory
approvals. The combination will reunite the Richard Ellis name and brand into
one organization. In 1998, Insignia acquired the U.K. operations of Richard
Ellis and CB Richard Ellis, then known as CB Commercial, acquired the
international operations of Richard Ellis.
To finance the transaction, CB Richard Ellis will receive a cash contribution of
up to $145 million from Blum Capital Partners. CB Richard Ellis has also
received a commitment from Credit Suisse First Boston for the necessary debt
financing. CB Richard Ellis was taken private in July 2001 in an $800 million
management buyout transaction led by Blum Capital Partners.
MARKET LEADER
"Insignia is the perfect, hand-in-glove complement for our global platform,"
said Ray Wirta, chief executive officer of CB Richard Ellis. "The new entity
will offer clients the optimal balance of worldwide reach and specialized
services."
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"We always believed that CB Richard Ellis would be an important platform in a
consolidating industry," said Richard Blum, chairman, Blum Capital Partners, the
company's controlling shareholder. "This management team continues to deliver
strong performance - which we know will be further enhanced by the combined
enterprise. Blum Capital is pleased to provide the equity capital for the next
stage of growth for CB Richard Ellis."
Stephen B. Siegel, chairman of Insignia's U.S. commercial real estate services
operation, Insignia/ESG, said, "Insignia's clients will be big winners in this
marriage. CB Richard Ellis' broad scope of services and leading position in
major markets will provide my Insignia colleagues and me the opportunity to
address client needs more comprehensively than ever before."
"This will be a winning transaction for Insignia's shareholders, clients and
employees, and will fulfill the strategy we have been developing since the AIMCO
transaction in 1998," said Andrew L. Farkas, Insignia's chairman and chief
executive officer. "Particularly in the current weak environment, our
shareholders will achieve solid value for an enterprise that the public markets
consistently undervalue. We are pleased with the EBITDA multiple being paid."
Mr. Farkas will continue as chief executive officer of the Insignia businesses
through the transaction's closing in June.
LEADERSHIP OF COMBINED COMPANY
Upon completion of the transaction, Messrs. Wirta and Brett White, president of
CB Richard Ellis, will continue in their current positions. Mr. Siegel will join
CB Richard Ellis as chairman of global brokerage. In Europe, Insignia's Alan
Froggatt and Mike Strong will head CB Richard Ellis' European operation.
ABOUT CB RICHARD ELLIS
Headquartered in Los Angeles, CB Richard Ellis is one of the world's leading
real estate services companies. With approximately 10,000 employees, the Company
serves real estate owners, investors and occupiers throughout approximately 250
owned and affiliated offices in 47 countries. The Company's core services
portfolio includes property sales, leasing and management, corporate services,
facilities and project management, mortgage banking, investment management,
capital markets, appraisal and valuation, research, and consulting.
NAVIGATING A NEW WORLD
The Company reported net revenues of $1.17 billion in 2001. For more information
about CB Richard Ellis, visit the Company's Web site at www.cbre.com
ABOUT INSIGNIA FINANCIAL GROUP, INC.
Insignia Financial Group, Inc. (NYSE:IFS), based in New York, is among the
world's foremost real estate services and investment banking firms with
leadership positions in the commercial and residential sectors. Its major
operating units are: Insignia/ESG, one of the largest providers of commercial
real estate services in the United States; Insignia Richard Ellis, one of the
premier real estate services firms in the United Kingdom; Insignia Bourdais, one
of France's premier commercial real estate services companies; Insignia Douglas
Elliman, one of the largest providers of residential sales and rental brokerage
in the New York City market; and Insignia Residential Group, the largest manager
of cooperative and condominium housing in the New York metropolitan area.
Insignia also deploys its own capital, together with the capital of third-party
investors, in principal investment activities, including co-investment in
existing assets and real estate development, and provides investment management
services to investment funds sponsored by the Company. Additional information
about the Company is available on the corporate Web site at
www.insigniafinancial.com.
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In connection with the merger, Insignia will be filing a proxy statement and
other relevant documents concerning the transaction with the Securities and
Exchange Commission (SEC). STOCKHOLDERS OF INSIGNIA 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
security holders can obtain free copies of the proxy statement and other
documents when they become available by contacting Corporate Communications,
Insignia Financial Group, Inc., 200 Park Avenue, New York, New York 10166
(Telephone: (212) 984-6515). In addition, documents filed with the SEC by
Insignia will be available free of charge at the SEC's web site at www.sec.gov.
Information regarding the identity of the persons who may, under SEC rules, be
deemed to be participants in the solicitation of stockholders of Insignia in
connection with the transaction, and their interests in the solicitation, will
be set forth in a proxy statement that will be filed by Insignia with the SEC.
Certain items discussed in this press release constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 and, as such, involve known and unknown risks, uncertainties and other
factors which may cause the actual results, performance or achievements of the
Companies to be materially different from any future results, performance, or
achievements expressed or implied by such forward-looking statements. Statements
which make reference to the expectations or beliefs of the Companies or any of
its management are such forward-looking statements, including statements
concerning the performance of the Companies or any of its business units, and
the business outlook for, and the Companies' expected performance in 2003. Such
forward-looking statements speak only as of the date of this press release. The
Companies expressly disclaim any obligation or undertaking to release publicly
any updates or revisions to any forward-looking statements contained herein to
reflect any change in the Companies' expectations with regard thereto or any
change in events, conditions or circumstances upon which any such statement is
based.
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NAVIGATING A NEW WORLD