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Edelman Financial To Be Taken Private By Lee Equity, Stock Up 41% - Update

Shares of Edelman Financial Group Inc. (EF) surged 41 percent on Monday after the wealth manager agreed to be taken private by Lee Equity Partners LLC for $8.85 per share in cash.

The transaction represents a premium of 43 percent over Edelman Financial's closing price of $6.18 on Friday.

Edelman Financial said that once the deal is closed, its Co-CEOs Ric Edelman and George Ball will continue in their roles and also maintain a major stake in it. Ric Edelman will also sell his 24 percent stake in Edelman Financial Center LLC, a majority-owned unit of the company, to an affiliate of Lee Equity Partners.

As per the terms, each common share of Edelman Financial will be canceled in exchange for the right to receive $8.85 in cash, except for certain management- and staff-owned shares that will be rolled over and contributed to the new holding company.

Edelman Financial said the deal must be approved by two-thirds majority of the outstanding shares of its common stock, as also by a majority of the outstanding shares held by unaffiliated shareholders.

Senior staff of Edelman Financial, who currently own about 26 percent of outstanding shares, have agreed to vote in favor of the merger.

Edelman Financial said a Special Committee will solicit alternative transaction proposals from third parties for a period of at least 40 days after today.

The Texas-based company said it may terminate the deal with Lee Equity Partners when presented with a superior proposal, in which case it will have to pay a termination fee. The agreement also provides Lee Equity Partners a customary right to match a superior proposal.

The transaction is expected to close in the third quarter 2012, subject to certain conditions. Upon closure, Edelman Financial will become a privately held company and its stock will no longer trade on the Nasdaq Stock Market.

Stephens Inc. is acting as financial advisor to the Special Committee, and Vinson & Elkins LLP as legal advisor. Thompson & Knight LLP is acting as legal advisor to The Edelman Financial Group. Ric Edelman is represented in the transaction by Paul, Weiss, Rifkind, Wharton & Garrison LLP.

Fried, Frank, Harris, Shriver & Jacobson LLP is acting as legal advisor to Lee Equity Partners.

EF is trading at $8.75, up $2.57 or 41.59%, on a volume of 13 million shares on the Nasdaq.

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