SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16 Under
the Securities Exchange Act of 1934
For the month of July, 2006
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Commission File Number 001-13908
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AMVESCAP PLC
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(Translation of registrant's name into English)
30 Finsbury Square, London EC2A 1AG, ENGLAND
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(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F.
Form 20-F X Form 40-F
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Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1):
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Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7):
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Indicate by check mark whether by furnishing the information contained in this
Form, the registrant is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No X
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If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82- N/A
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Description of document filed: Definitive Agreement to Acquire
WL Ross & Co LLC
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For Immediate Release
Contact: Bill Hensel, Director of Media Relations, AMVESCAP
Phone: 404-479-2886
Contact: Tim Metz, on behalf of WL Ross & Co.
Phone: 212-752-1044
AMVESCAP PLC to Acquire WL Ross & Co. LLC
Financial Restructuring Leader Joins Global Investment Manager
London -- July 24, 2006 -- AMVESCAP PLC today announced it has signed a
definitive agreement to acquire WL Ross & Co. LLC. Based in New York, WL Ross &
Co. is one of the investment industry's leading financial restructuring groups
and currently manages more than $3.5 billion in assets for institutional
investors in the U.S., Europe and Asia. The initial purchase price for the
business is $100 million, to be paid upon closing of the transaction; in
addition, the agreement calls for five annual earn-out cash payments, each
capped at $55 million. Details of the transaction are described below.
"The addition of WL Ross & Co. significantly expands the range of sophisticated
investments for AMVESCAP's global clients," said Martin L. Flanagan, president
and chief executive officer of AMVESCAP. "Wilbur Ross is the recognized leader
in financial restructuring, and we are very excited that such a distinguished
investor and his experienced team are joining AMVESCAP. With his leadership of
the company's direct private equity business, AMVESCAP will be uniquely
positioned to deliver alternative investment strategies that provide innovative
and enduring investment solutions for our clients."
WL Ross & Co. was formed in April 2000 by Wilbur Ross, Jr. as an independent
organization dedicated to private investments and fund management for
institutional investors and family offices across the globe. The company has
sponsored alternative investments including private equity funds, co-investment
vehicles and hedge funds in the steel, textile, coal, automotive and financial
services industries in the U.S., U.K., France, China, Japan and Korea.
"AMVESCAP is an investment industry leader, and with its established culture of
strong, separate investment groups, is an excellent strategic fit for me and my
experienced team," said Mr. Ross. "Gaining access to AMVESCAP's broad range of
capabilities from investment expertise to global presence will help expand the
industries and geographies in which we invest, and the firm's strong marketing
team will broaden our access to capital. I and the rest of our team are
enthusiastic about the long-term prospects of this new relationship."
Upon completion of the acquisition, expected in the fourth quarter of 2006,
AMVESCAP's direct private equity business, INVESCO Private Capital, will be
combined into WL Ross & Co. and managed by Mr. Ross.
"The combination of Wilbur Ross and his team of seasoned investment
professionals with our established direct private equity business brings
together organizations with extensive global experience and creates compelling
new opportunities for clients of both firms," said John Rogers, head of
AMVESCAP's worldwide institutional business. "An increasing use of absolute
return strategies by investors has resulted in a growing demand for private
equity. The Ross team provides additional expertise that will expand the range
of our private equity offerings."
De Guardiola Advisors and Goldman Sachs acted as financial advisors to AMVESCAP
in this transaction.
Transaction Summary
o The purchase price may be up to $375 million, as follows:
o $100 million purchase price paid in cash at the closing date;
o Five annual earn-out cash payments to seller, each capped at $55
million, based on the size and number of future fund launches. The
first annual earn-out payment has a set minimum value of $30 million.
o The transaction is expected to be immediately accretive to AMVESCAP's earnings
per share. o AMVESCAP will finance the transaction using existing cash and
borrowings under its credit facility.
AMVESCAP is a leading independent global investment manager, dedicated to
helping people worldwide build their financial security. Operating under the
AIM, AIM Trimark, INVESCO, Invesco Perpetual and Atlantic Trust brands, AMVESCAP
strives to deliver outstanding products and services through a comprehensive
array of enduring investment solutions for our retail, institutional and private
wealth management clients around the world. The company is listed on the London,
New York and Toronto stock exchanges under the symbol "AVZ." Additional
information is available at www.amvescap.com.
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This release may include statements that constitute "forward-looking statements"
under the United States securities laws. Forward-looking statements include
information concerning possible or assumed future results of our operations,
earnings, liquidity, cash flow and capital expenditures, industry or market
conditions, assets under management, acquisition activities and the effect of
completed acquisitions, debt levels and the ability to obtain additional
financing or make payments on our debt, regulatory developments, demand for and
pricing of our products and other aspects of our business or general economic
conditions. In addition, when used in this report, words such as "believes,"
"expects," "anticipates," "intends," "plans," "estimates," "projects" and future
or conditional verbs such as "will," "may," "could," "should" and "would," or
any other statement that necessarily depends on future events, are intended to
identify forward-looking statements.
Forward-looking statements are not guarantees of performance. They involve
risks, uncertainties and assumptions. Although we make such statements based on
assumptions that we believe to be reasonable, there can be no assurance that
actual results will not differ materially from our expectations. We caution
investors not to rely unduly on any forward-looking statements. In connection
with any forward-looking statements, you should carefully consider the areas of
risk described in our most recent annual report on Form 20-F, as filed with the
United States Securities and Exchange Commission (SEC). You may obtain these
reports from the SEC Web site at www.sec.gov.
A conference call to discuss this transaction will be held
Monday July 24 at 10:00 a.m. EDT/15:00 BST
and will feature:
Martin L. Flanagan - President and CEO, AMVESCAP PLC
Wilbur Ross - Chairman, WL Ross & Co.
John Rogers - head of Worldwide Institutional, AMVESCAP PLC
Loren Starr - Chief Financial Officer, AMVESCAP PLC
To access the call in the:
U.S. and Canada: 888-455-2053
International: +1-517-268-4676
Pass Code: AMVESCAP
To access a replay of the call (beginning at approximately 11:00 EDT) in the:
U.S. and Canada: 888-562-6892
International: +1-402-220-6538
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
AMVESCAP PLC
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(Registrant)
Date 24 July, 2006 By /s/ Michael S. Perman
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(Signature)
Michael S. Perman
Company Secretary