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:
[INSIGNIA FINANCIAL GROUP LOGO]
PRESS RELEASE
FOR IMMEDIATE RELEASE
CONTACT: Victor Dominguez Steven Iaco
CB Richard Ellis Insignia Financial Group
310 354 5064 212 984 6535
INSIGNIA FINANCIAL GROUP AND CB RICHARD ELLIS AGREE TO
SALE OF REAL ESTATE INVESTMENT ASSETS
COMPLETION OF SALE EXPECTED TO INCREASE MERGER
CONSIDERATION TO $11.156 PER INSIGNIA SHARE
NEW YORK AND LOS ANGELES, MAY 29, 2003 - Insignia Financial Group, Inc.
(NYSE:IFS) and CB Richard Ellis Services, Inc. have entered into a definitive
agreement with Island Fund I LLC, pursuant to which Island Fund has agreed to
purchase all of Insignia's real estate investment assets. Island Fund is a newly
formed entity controlled by Andrew L. Farkas, Insignia's Chairman and Chief
Executive Officer.
In connection with the sale of the real estate investment assets to Island Fund,
CB Richard Ellis has agreed to increase the total consideration per share of
Insignia common stock in the previously announced CB Richard Ellis - Insignia
merger from $11.00 per share to $11.156 per share, provided that the sale is
completed immediately prior to the Insignia merger and certain conditions
(described below) are satisfied.
The Board of Directors of Insignia approved the agreement with Island Fund,
following the unanimous approval and recommendation of the Board's Special
Committee. The
Board of Directors of CBRE Holding, Inc (the parent company of CB Richard Ellis)
also approved the Island Fund transaction.
Both the Island Fund transaction and previously announced merger of Insignia and
CB Richard Ellis are expected to close in July. The merger is subject to
approval by Insignia's shareholders, and Insignia expects to announce the date
of its shareholder meeting and distribute related proxy materials in June.
The merger is also subject to certain other conditions, including the receipt by
CB Richard Ellis of debt financing. CB Richard Ellis Services has entered into
an agreement with its lenders to amend its existing credit agreement and,
subject to the closing of the merger and other conditions, will be permitted to
incur $75 million of additional term debt under the amended credit agreement in
order to partially fund the merger. In addition, a subsidiary of CB Richard
Ellis Services has sold $200 million aggregate principal amount of senior notes
in a private placement offering and the proceeds of that offering have been
placed in an escrow account. The release of the escrowed proceeds is subject to
the satisfaction of certain conditions, including the closing of the merger. The
senior notes have not been and will not be registered under the Securities Act
of 1933, as amended, and may not be offered or sold in the United States absent
registration or an applicable exemption from registration requirements.
The sale of the investment assets to Island Fund is expressly conditioned on the
subsequent closing of the merger. Assuming the sale of the real estate
investment assets is completed, Island Fund will pay Insignia a cash purchase
price of approximately $44.0 million, and will assume approximately $7.8 million
of employment-related contractual obligations. The cash purchase price is
subject to adjustment under certain circumstances, including in connection with
cash distributions and cash investments with respect to the assets made after
December 31, 2002. However, adjustments to the cash purchase price pursuant to
the agreement with Island Fund will not affect the proposed increase in the
merger consideration.
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Under the terms of the merger agreement between Insignia and CB Richard Ellis,
as originally executed, shareholders of Insignia would not have been entitled to
any additional merger consideration as a result of the sale of the real estate
investment assets to Island Fund because Insignia will retain $11.7 million of
contingent liabilities relating to the real estate investment assets after the
sale to Island Fund. However, Insignia and CB Richard Ellis have amended the
merger agreement to provide, among other things, that Insignia shareholders will
receive $0.156 cash per share of Insignia common stock in additional merger
consideration, if the sale to Island Fund is completed and the certain
conditions are satisfied.
The payment of the additional merger consideration is conditioned upon
performance by Insignia of certain covenants and the accuracy of certain
representations and warranties contained in the amended merger agreement that
are related to the real estate investment assets to be sold to Island Fund. If
the sale of the real estate investment assets to Island Fund does not occur
immediately prior to the merger or the conditions for the payment of the
additional merger consideration are not satisfied, Insignia common stockholders
will receive $11.00 per share in the merger. There can be no assurance that the
transactions contemplated by the amended merger agreement or the agreement for
the sale of the real estate investment assets will be consummated.
ABOUT CB RICHARD ELLIS
Headquartered in Los Angeles, CB Richard Ellis is one of the world's leading
real estate services companies. With approximately 9,500 employees, CB Richard
Ellis serves real estate owners, investors and occupiers throughout
approximately 250 owned and affiliated offices in 47 countries. CB Richard
Ellis' 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. CBRE Holding, the parent of CB Richard Ellis, reported net revenues
of $1.17 billion in 2002. For more information about CB Richard Ellis, visit its
website 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 a
leadership position in the commercial sector. Its major operating units are:
Insignia/ESG, one of the largest providers of commercial real estate services in
the United States; Insignia Richard Ellis,
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one of the premier real estate services firms in the United Kingdom; and
Insignia Bourdais, one of France's premier commercial real estate services
companies. 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 has filed 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 BECAUSE THEY CONTAIN
IMPORTANT INFORMATION. Investors and security holders can obtain free copies of
the proxy statement and other documents 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 are 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, is set
forth in a proxy statement that has been filed by Insignia with the SEC.
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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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