sctovc
As filed with the Securities and Exchange Commission on
September 8, 2010
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE TO
(Rule 14d-100)
Tender Offer Statement Pursuant
to Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act
of 1934
GLG PARTNERS, INC.
(Name of Subject Company
(Issuer))
GLG PARTNERS, INC.
MAN GROUP PLC
(Name of Filing Person
(Offeror))
Public Warrants to Purchase
Common Stock, par value $0.0001
Founders Warrants to Purchase
Common Stock, par value $0.0001
Sponsors Warrants to Purchase
Common Stock, par value $0.0001
Co-Investment Warrants to
Purchase Common Stock, par value $0.0001
(Title of Class of
Securities)
Public Warrants —
37929X115
Founders Warrants —
None
Sponsors Warrants —
None
Co-Investment
Warrants — None
(CUSIP Number of Class of
Securities)
SCHEDULE 13E-3
(Rule 13e-100)
Rule 13e-3 Transaction
Statement
Under Section 13(e) of the
Securities Exchange Act of 1934
GLG Partners, Inc.
Man Group plc
Man Principal Strategies
Holdings LLC
Escalator Sub 1
Inc.
Noam Gottesman
Emmanuel Roman
Pierre Lagrange
Gottesman GLG Trust
TOMS International
Ltd.
Roman GLG Trust
Jackson Holding Services
Inc.
Lagrange GLG Trust
Point Pleasant Ventures
Ltd.
(Name of Person(s) Filing
Statement)
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Alejandro San Miguel
General Counsel and Corporate Secretary
GLG Partners, Inc.
399 Park Avenue, 38th Floor
New York, New York 10022
(212) 224-7200
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Stephen Ross
Jasveer Singh
Man Group plc
Sugar Quay
Lower Thames Street
London
EC3R 6DU
Tel: +44 20 7144 1000
Fax: +44 20 7144 2001
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(Name, Address and Telephone
Number of Person
Authorized to Receive Notices
and Communications on Behalf of Filing Persons)
Copies to:
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Allen Miller
Marc Alpert
Sey-Hyo Lee
Chadbourne & Parke LLP
30 Rockefeller Plaza
New York, NY 10112
Tel: 212.408.5100
Fax: 212.541.5369
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Eric S. Shube
Allen & Overy LLP
1221 Avenue of the Americas
New York, NY 10020
Tel: 212.610.6300
Fax: 212.610.6399
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Jane McDonald
Danielle D. Do
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
Tel: 212.310.8000
Fax: 212.310.8007
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Calculation of Filing
Fee
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Transaction Valuation*
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Amount of Filing Fee
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Not Applicable*
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Not Applicable*
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*
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No filing fee is required because
this filing contains only preliminary communications made before
commencement of a tender offer.
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Check the box if any part of the fee is offset as provided by
Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
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Amount Previously Paid: Not Applicable
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Filing Party: Not Applicable
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Form or Registration No.: Not Applicable
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Date Filed: Not Applicable
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Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
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Check the appropriate boxes below to designate any transactions
to which the statement relates:
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o
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third-party tender offer subject to
Rule 14d-l.
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þ
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issuer tender offer subject to
Rule 13e-4.
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going-private transaction subject to
Rule 13e-3.
(Applicable to Public Warrants)
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o
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amendment to Schedule 13D under
Rule 13d-2.
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Check the following box if the filing is a final amendment
reporting the results of the tender
offer: o
If applicable, check the appropriate box(es) below to designate
the appropriate rule provision(s) relied upon:
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Rule 13e-4(i)
(Cross-Border Issuer Tender Offer)
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o
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Rule 14d-1(d)
(Cross-Border Third-Party Tender Offer)
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EXPLANATORY
NOTE
THIS COMMUNICATION IS NOT AN OFFER TO PARTICIPATE IN THE TENDER
OFFER FOR THE WARRANTS DESCRIBED HEREIN. WHEN AND IF THE TENDER
OFFER IS COMMENCED, A TENDER OFFER STATEMENT AND ADDITIONAL
MATERIALS WILL BE MADE AVAILABLE. IN THAT EVENT, INVESTORS ARE
URGED TO READ THE TENDER OFFER STATEMENT AND RELATED MATERIALS
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. INVESTORS AND
STOCKHOLDERS WILL BE ABLE TO OBTAIN THESE MATERIALS FREE OF
CHARGE ON THE SEC’S WEBSITE, www.sec.gov, AND WILL RECEIVE
INFORMATION AT AN APPROPRIATE TIME ON HOW TO OBTAIN TENDER OFFER
MATERIALS FOR FREE FROM GLG. SUCH MATERIALS ARE NOT CURRENTLY
AVAILABLE AND THEIR AVAILABILITY IS SUBJECT TO THE DETERMINATION
TO COMMENCE THE TENDER OFFER.
This combined Tender Offer Statement, and
Schedule 13E-3
Transaction Statement with respect to the Public Warrants, is
filed herewith under cover of Schedule TO by GLG Partners,
Inc., a Delaware corporation (“GLG”), and relates to
preliminary communications made by GLG before the commencement
of an offer by GLG to purchase all of the outstanding warrants
to purchase common stock of GLG, at a purchase price of $0.129
per warrant.
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SCHEDULE TO
This combined Tender Offer Statement, and
Schedule 13E-3
Transaction Statement with respect to the Public Warrants, is
filed herewith under cover of Schedule TO
(“Schedule TO”) by GLG Partners, Inc., a Delaware
corporation (“GLG” or the “Company”),
pursuant to
Rule 13e-4
and
Rule 13e-3
under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), and by Man Group plc, a public
limited company existing under the laws of England and Wales
(“Man”), pursuant to Rule 13e-4 and
Rule 13e-3 under the Exchange Act, in connection with the
offer by GLG and Man Group plc to purchase for cash all of
the outstanding public warrants (the “Public
Warrants”), all of the outstanding founders warrants (the
“Founders Warrants”), all of the outstanding sponsors
warrants (the “Sponsors Warrants”) and all of the
outstanding co-investment warrants (the “Co-Investment
Warrants”, and collectively with the Public Warrants,
Founders Warrants and the Sponsors Warrants, the
“Warrants”) of GLG at a purchase price of $0.129 per
Warrant, in cash, without interest thereon, upon the terms and
subject to the conditions set forth in the Offer to Purchase
dated September , 2010 (the “Offer to
Purchase”) and the related Letter of Transmittal (the
“Letter of Transmittal”), which, as amended or
supplemented from time to time, together constitute the offer
(the “Offer”). In addition, Man Principal Strategies
Holdings LLC, Escalator Sub 1 Inc., Noam Gottesman, Emmanuel
Roman, Pierre Lagrange, Gottesman GLG Trust, TOMS International
Ltd., Roman GLG Trust, Jackson Holding Services Inc., Lagrange
GLG Trust and Point Pleasant Ventures Ltd. (collectively
with GLG and Man, the “Filing Persons”) are filing the
Schedule TO solely for the purpose of complying with
Rule 13e-3
and related rules under the Exchange Act. All information
contained in this Schedule TO concerning any of the Filing
Persons has been provided by such Filing Person and no Filing
Person has produced any disclosure with respect to any other
Filing Person. This Schedule TO is intended to satisfy the
reporting requirements of
Rule 13e-4(c)
and
Rule 13e-3
of the Exchange Act.
All information in the Offer to Purchase, a copy of which is
attached to this Schedule TO as Exhibit 99(a)(l)(A),
is hereby expressly incorporated by reference in response to all
of the items in this Schedule TO, and as more particularly
set forth below.
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Item 1.
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Summary
Term Sheet.
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The information set forth under “SUMMARY TERM SHEET AND
QUESTIONS AND ANSWERS” in the Offer to Purchase is
incorporated herein by reference.
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Item 2.
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Subject
Company Information.
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The name of the subject company and issuer is GLG Partners,
Inc., Delaware corporation. The address of GLG’s principal
executive office is 399 Park Avenue, 38th Floor, New York,
New York 10022. GLG’s telephone number is
(212) 224-7200.
This Schedule TO relates to an aggregate of 54,484,677
issued and outstanding Warrants, each of which represents the
right to purchase one share of GLG common stock, par value
$0.0001 per share, at an exercise price of $7.50 per share. As
of September 1, 2010, there were 32,984,674 issued and
outstanding Public Warrants, 12,000,003 issued and outstanding
Founders Warrants, 4,500,000 issued and outstanding Sponsors
Warrants and 5,000,000 issued and outstanding Co-Investment
Warrants.
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(c)
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Trading
Market and Price.
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The information set forth under “THE OFFER —
Section 6. Price Range of Common Stock, Public Warrants and
Units” in the Offer to Purchase is incorporated herein by
reference.
None.
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(e)
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Prior
public offerings.
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None.
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(f)
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Prior
stock purchases.
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The information set forth under “SPECIAL
FACTORS — Section 4. Interests of Directors and
Executive Officers and Filing Persons” in the Offer to
Purchase is incorporated herein by reference.
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Item 3.
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Identity
and Background of Filing Persons.
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The names of the filing persons (Offerors) for purposes of Rule
13e-4(c) are:
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GLG Partners, Inc., a Delaware corporation. GLG’s business
address is 399 Park Avenue, 38th Floor, New York, NY 10022.
GLG’s business telephone number is (212) 224-7200; and
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Man Group plc, a public limited company existing under the laws
of England and Wales. Man’s business address is Sugar Quay,
Lower Thames Street, London, EC3R 6DU, United Kingdom.
Man’s business telephone number is +44 (0)20-7144-1000.
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GLG, Man and the other Filing Persons are also filing persons
for purposes of Rule 13e-3.
The information about GLG, Man and the other Filing Persons set
forth under “THE OFFER — Section 8. Important
Information Concerning GLG”, “THE OFFER —
Section 9. Important Information Concerning the
Principals” and “THE OFFER —
Section 10. Important Information Concerning Man, Holdco
and Merger Sub” in the Offer to Purchase is incorporated
herein by reference.
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(b)
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Business
and background of entities.
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The information set forth under “SPECIAL
FACTORS — Section 1. Background of the
Transactions”, “THE OFFER — Section 8.
Important Information Concerning GLG”, “THE
OFFER — Section 9. Important Information
Concerning the Principals” and “THE OFFER —
Section 10. Important Information Concerning Man, Holdco
and Merger Sub” in the Offer to Purchase is incorporated
herein by reference.
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(c)
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Business
and background of natural persons.
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The information set forth under “SPECIAL
FACTORS — Section 4. Interests of Directors and
Executive Officers and Filing Persons”, “THE
OFFER — Section 8. Important Information
Concerning GLG”, “THE OFFER —
Section 9. Important Information Concerning the
Principals” and “THE OFFER —
Section 10. Important Information Concerning Man, Holdco
and Merger Sub” in the Offer to Purchase is incorporated
herein by reference.
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Item 4.
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Terms
of the Transaction.
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(l)(i) The information set forth under “SUMMARY TERM SHEET
AND QUESTIONS AND ANSWERS” and “THE OFFER —
Section 1. Number of Warrants; Purchase Price” in the
Offer to Purchase is incorporated herein by reference.
(l)(ii) The information set forth under “SUMMARY TERM SHEET
AND QUESTIONS AND ANSWERS”, “THE OFFER —
Section 1. Number of Warrants; Purchase Price”,
“THE OFFER — Section 4. Purchase of Warrants
and Payment of Purchase Price”) and “THE
OFFER — Section 7. Source and Amount of
Funds” in the Offer to Purchase is incorporated herein by
reference.
(l)(iii) The information set forth under “SUMMARY TERM
SHEET AND QUESTIONS AND ANSWERS” and “THE
OFFER — Section 1. Number of Warrants; Purchase
Price” in the Offer to Purchase is incorporated herein by
reference.
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(l)(iv) Not Applicable.
(l)(v) The information set forth under “SUMMARY TERM SHEET
AND QUESTIONS AND ANSWERS” and “THE OFFER —
Section 12. Extension of The Offer; Termination;
Amendment” in the Offer to Purchase is incorporated herein
by reference.
(l)(vi) The information set forth under “SUMMARY TERM SHEET
AND QUESTIONS AND ANSWERS” and “THE OFFER —
Section 3. Withdrawal Rights” in the Offer to Purchase
is incorporated herein by reference.
(l)(vii) The information set forth under “SUMMARY TERM
SHEET AND QUESTIONS AND ANSWERS”, “THE
OFFER — Section 2. Procedures for Tendering
Warrants” and “THE OFFER — Section 3.
Withdrawal Rights” in the Offer to Purchase is incorporated
herein by reference.
(l)(viii) The information set forth under “SUMMARY TERM
SHEET AND QUESTIONS AND ANSWERS” and “THE
OFFER — Section 4. Purchase of Warrants and
Payment of Purchase Price” in the Offer to Purchase is
incorporated herein by reference.
(l)(ix) Not Applicable.
(l)(x) Not Applicable.
(l)(xi) Not Applicable.
(l)(xii) The information set forth under “SUMMARY TERM
SHEET AND QUESTIONS AND ANSWERS”, “SPECIAL
FACTORS — Section 5. Material U.S. Federal
Income Tax Consequences” and “THE OFFER —
Section 2. Procedures for Tendering Warrants” in the
Offer to Purchase is incorporated herein by reference.
The information set forth under “SUMMARY TERM SHEET AND
QUESTIONS AND ANSWERS” and “SPECIAL
FACTORS — Section 4. Interests of Directors and
Executive Officers and Filing Persons” in the Offer to
Purchase is incorporated herein by reference.
None.
Holders of Warrants are not entitled to any appraisal rights.
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(e)
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Provisions
for unaffiliated security holders.
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None.
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(f)
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Eligibility
for listing and trading.
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Not Applicable.
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Item 5.
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Past
Contracts, Transactions, Negotiations and
Agreements.
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The information set forth under “SUMMARY TERM SHEET AND
QUESTIONS AND ANSWERS”, “SPECIAL FACTORS —
Section 1. Background of the Transactions”,
“SPECIAL FACTORS — Section 2. Purposes of
and Reasons for the Offer; Certain Effects of the Offer”,
“SPECIAL FACTORS — Section 4. Interests of
Directors and Executive Officers and Filing Persons” and
“THE OFFER — Section 8. Important
Information Concerning GLG” in the Offer to Purchase is
incorporated herein by reference.
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(b)
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Significant
corporate events.
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The information set forth under “SUMMARY TERM SHEET AND
QUESTIONS AND ANSWERS”, “SPECIAL FACTORS —
Section 1. Background of the Transactions”,
“SPECIAL FACTORS — Section 2. Purposes of
and Reasons for the Offer; Certain Effects of the Offer”,
“SPECIAL FACTORS — Section 3. Fairness of
the Offer”, and “SPECIAL FACTORS —
Section 4. Interests of Directors and Executive Officers
and Filing Persons” in the Offer to Purchase is
incorporated herein by reference.
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(c)
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Negotiations
or contacts.
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The information set forth under “SPECIAL
FACTORS — Section 1. Background of the
Transactions” in the Offer to Purchase is incorporated
herein by reference.
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(e)
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Agreements
involving the subject company’s securities.
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The information set forth in “SPECIAL FACTORS —
Section 2. Purposes of and Reasons for the Offer; Certain
Effects of the Offer” and “SPECIAL FACTORS —
Section 4. Interests of Directors and Executive Officers
and Filing Persons” in the Offer to Purchase is
incorporated herein by reference.
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Item 6.
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Purposes
of the Transaction and Plans or Proposals.
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The information set forth under “SUMMARY TERM SHEET AND
QUESTIONS AND ANSWERS” and “SPECIAL
FACTORS — Section 2. Purposes of and Reasons for
the Offer; Certain Effects of the Offer” in the Offer to
Purchase is incorporated herein by reference.
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(b)
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Uses
of securities acquired.
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The information set forth under “SPECIAL
FACTORS — Section 2. Purposes of and Reasons for
the Offer; Certain Effects of the Offer” in the Offer to
Purchase is incorporated herein by reference.
The information set forth under “SPECIAL
FACTORS — Section 2. Purposes of and Reasons for
the Offer; Certain Effects of the Offer”, “SPECIAL
FACTORS — Section 4. Interests of Directors and
Executive Officers and Filing Persons” and “THE
OFFER — Section 8. Important Information
Concerning GLG” in the Offer to Purchase is incorporated
herein by reference.
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Item 7.
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Source
and Amount of Funds or Other Consideration.
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The information set forth under “SUMMARY TERM SHEET AND
QUESTIONS AND ANSWERS”, “THE OFFER —
Section 7. Source and Amount of Funds” and “THE
OFFER — Section 13. Fees and Expenses” in
the Offer to Purchase is incorporated herein by reference.
Not Applicable.
The information set forth under “THE OFFER —
Section 7. Source and Amount of Funds” and “THE
OFFER — Section 13. Fees and Expenses” in
the Offer to Purchase is incorporated herein by reference.
Not Applicable.
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Item 8.
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Interest
in Securities of the Subject Company.
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(a)
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Securities
Ownership.
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The information set forth under “SPECIAL
FACTORS — Section 4. Interests of Directors and
Executive Officers and Filing Persons” in the Offer to
Purchase is incorporated herein by reference.
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(b)
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Securities
Transactions.
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The information set forth under “SPECIAL
FACTORS — Section 4. Interests of Directors and
Executive Officers and Filing Persons” in the Offer to
Purchase is incorporated herein by reference.
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Item 9.
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Person/Assets,
Retained, Employed, Compensated or Used.
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(a)
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Solicitations
or Recommendations.
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The information set forth under “THE OFFER —
Section 13. Fees and Expenses” in the Offer to
Purchase is incorporated herein by reference.
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(b)
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Employees
and corporate assets.
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None.
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Item 10.
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Financial
Statements.
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(a)
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Financial
information.
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The information set forth under “THE OFFER —
Section 8. Important Information Concerning GLG” in
the Offer to Purchase is incorporated herein by reference.
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(b)
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Pro
forma information.
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Not Applicable.
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Item 11.
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Additional
Information.
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(a)
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Agreements,
regulatory requirements and legal proceedings.
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The information set forth in the Offer to Purchase, a copy of
which is filed as Exhibit 99(a)(l)(A) hereto, is
incorporated herein by reference.
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(b)
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Other
material information.
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Not Applicable.
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Exhibit Number
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Description
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99(a)(1)(A)
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Offer to Purchase dated September , 2010.
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99(a)(1)(B)
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Letter of Transmittal (including Substitute
Form W-9).*(
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99(a)(1)(C)
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Notice of Guaranteed Delivery.
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99(a)(1)(D)
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Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
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99(a)(1)(E)
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Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
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99(d)(1)
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Agreement and Plan of Merger dated as of May 17, 2010 among
GLG Partners, Inc., Man Group plc and Escalator Sub 1 Inc.,
filed as Exhibit 2.1 to the Company’s Current Report
on
Form 8-K
filed on May 19, 2010, is incorporated herein by reference.
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(* To be filed by amendment.
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Exhibit Number
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Description
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99(d)(2)
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Amendment No. 1 dated as of August 19, 2010 to the
Agreement and Plan of Merger dated as of May 17, 2010 among
the Company, Man Group plc and Escalator Sub 1 Inc., filed as
Exhibit 2.1 to the Company’s Current Report on
Form 8-K,
filed on August 20, 2010, is incorporated herein by
reference.
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99(d)(3)
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Share Exchange Agreement dated May 17, 2010 by and among
Man Group plc and the stockholders of the Company party thereto,
filed as Exhibit 2.2 to the Company’s Current Report
on
Form 8-K
filed on May 19, 2010, is incorporated herein by reference.
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99(d)(4)
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Voting and Support Agreement dated May 17, 2010 by and
among Man Group plc, Escalator Sub 1 Inc. and the stockholders
of the Company party thereto, filed as Exhibit 10.1 to the
Company’s Current Report on
Form 8-K
filed on May 19, 2010, is incorporated herein by reference.
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99(d)(5)
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Second Amended and Restated Employment Agreement between the
Company and Jeffrey M. Rojek, dated May 16, 2010, filed as
Exhibit 10.2 to the Company’s Current Report on
Form 8-K
filed on May 19, 2010, is incorporated herein by reference.
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99(d)(6)
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Second Amended and Restated Employment Agreement between the
Company and Alejandro San Miguel, dated May 16, 2010,
filed as Exhibit 10.3 to the Company’s Current Report
on
Form 8-K
filed on May 19, 2010, is incorporated herein by reference.
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99(d)(7)
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Amendment to Amended and Restated Employment Agreement between
the Company and Simon White, dated May 16, 2010, filed as
Exhibit 10.4 to the Company’s Current Report on
Form 8-K
filed on May 19, 2010, is incorporated herein by reference.
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99(d)(8)
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Joinder Agreement dated as of June 21, 2010 by and among
Man Group plc, Escalator Sub 1 Inc., the Company, Sage Summit
LP, Lavender Heights Capital LP and Ogier Fiduciary Services
(Cayman) Limited, in its capacity as trustee of each of Blue
Hill Trust and Green Hill Trust, filed as Exhibit 10.1 to
the Company’s Current Report on
Form 8-K
filed on June 25, 2010, is incorporated herein by reference.
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99(d)(9)
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Purchase Agreement dated as of June 21, 2010 between Sage
Summit LP and Ogier Fiduciary Services (Cayman) Limited, acting
solely in its capacity as trustee of the Blue Hill Trust, filed
as Exhibit 4 to the Statement of Beneficial Ownership on
Schedule 13D of Blue Hill Trust and Green Hill Trust on
June 28, 2010, is incorporated herein by reference.
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99(d)(10)
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Purchase Agreement dated as of June 21, 2010 between
Lavender Heights Capital LP and Ogier Fiduciary Services
(Cayman) Limited, acting solely in its capacity as trustee of
the Green Hill Trust, filed as Exhibit 5 to the Statement
of Beneficial Ownership on Schedule 13D of Blue Hill Trust
and Green Hill Trust on June 28, 2010, is incorporated
herein by reference.
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99(d)(11)
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Amended and Restated Warrant Agreement dated as of
December 21, 2006 between Continental Stock
Transfer & Trust Company and the Company, filed
as Exhibit 4.8 to the Company’s Annual Report on
Form 10-K
for the year ended December 31, 2006, is incorporated
herein by reference.
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99(d)(12)
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Amendment No. 1 to Amended and Restated Warrant Agreement,
dated as of December 19, 2007, between Continental Stock
Transfer & Trust Company and the Company, filed
as Exhibit 4.7 to the Company’s Registration Statement
on
Form S-1
(Registration
No. 333-147865),
is incorporated herein by reference.
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99(d)(13)
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Founders’ Agreement dated June 22, 2007 among Noam
Gottesman, as Sellers’s Representative, the Principals, the
Trustees, Berggruen Freedom Holdings Ltd. and Marlin Equities
II, LLC, filed as Annex E to the Company’s Proxy
Statement dated October 12, 2007 (File
No. 001-33217),
is incorporated herein by reference.
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99(d)(14)
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GLG Shareholders Agreement dated as of June 22, 2007 among
the Company and the Persons set forth on the signature pages
thereto, filed as Annex D to the Company’s Proxy
Statement dated October 12, 2007 (File
No. 001-33217),
is incorporated herein by reference.
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8
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Exhibit Number
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Description
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99(d)(15)
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Voting Agreement dated as of June 22, 2007 among the
Principals, the Trustees, Lavender Heights Capital LP, Sage
Summit LP and the Company, filed as Annex F to the
Company’s Proxy Statement dated October 12, 2007 (File
No. 001-33217),
is incorporated herein by reference.
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99(d)(16)
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Agreement Among Principals and Trustees dated as of
June 22, 2007 among the Principals and the Trustees filed
as Annex G to the Company’s Proxy Statement dated
October 12, 2007 (File
No. 001-33217),
is incorporated herein by reference.
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99(d)(17)
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Indenture, dated as of May 15, 2009, between the Company
and The Bank of New York Mellon, as trustee, filed as
Exhibit 4.1 to the Company’s Current Report on Form
8-K
(File No. 001-33217),
is incorporated herein by reference.
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99(e)(18)
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Support Agreement dated as of November 2, 2007 between the
Company and FA Sub 2 Limited, filed as Annex B to the
Company’s Proxy Statement dated October 12, 2007
(File No. 001-33217),
is incorporated herein by reference.
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Item 13.
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Information
Required by
Schedule 13E-3.
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I.
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Purposes,
Alternatives, Reasons and Effects in a Going-Private
Transaction.
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The information set forth under “SUMMARY TERM SHEET AND
QUESTIONS AND ANSWERS”, “SPECIAL FACTORS —
Section 1. Background of the Transactions” and
“SPECIAL FACTORS — Section 2. Purposes of
and Reasons for the Offer; Certain Effects of the Offer” in
the Offer to Purchase is incorporated herein by reference.
The information set forth under “SUMMARY TERM SHEET AND
QUESTIONS AND ANSWERS”, “SPECIAL FACTORS —
Section 1. Background of the Transactions”,
“SPECIAL FACTORS — Section 2. Purposes of
and Reasons for the Offer; Certain Effects of the Offer”,
“SPECIAL FACTORS — Section 3. Fairness of
the Offer” in the Offer to Purchase is incorporated herein
by reference.
The information set forth under “SUMMARY TERM SHEET AND
QUESTIONS AND ANSWERS”, “SPECIAL FACTORS —
Section 1. Background of the Transactions” and
“SPECIAL FACTORS — Section 2. Purposes of
and Reasons for the Offer; Certain Effects of the Offer” in
the Offer to Purchase is incorporated herein by reference.
The information set forth under “SUMMARY TERM SHEET AND
QUESTIONS AND ANSWERS”, “SPECIAL FACTORS —
Section 1. Background of the Transactions”,
“SPECIAL FACTORS — Section 2. Purposes of
and Reasons for the Offer; Certain Effects of the Offer”,
“SPECIAL FACTORS — Section 3. Fairness of
the Offer” and “SPECIAL FACTORS —
Section 5. Material U.S. Federal Income Tax
Consequences” in the Offer to Purchase is incorporated
herein by reference.
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II.
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Fairness
of the Going-Private Transaction.
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The information set forth under “SUMMARY TERM SHEET AND
QUESTIONS AND ANSWERS”, “SPECIAL FACTORS —
Section 1. Background of the Transactions” and
“SPECIAL FACTORS — Section 3. Fairness of
the Offer” in the Offer to Purchase is incorporated herein
by reference.
9
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(b)
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Factors
considered in determining fairness.
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The information set forth under “SUMMARY TERM SHEET AND
QUESTIONS AND ANSWERS”, “SPECIAL FACTORS —
Section 1. Background of the Transactions” and
“SPECIAL FACTORS — Section 3. Fairness of
the Offer” in the Offer to Purchase is incorporated herein
by reference.
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(c)
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Approval
of security holders.
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The information set forth under “SUMMARY TERM SHEET AND
QUESTIONS AND ANSWERS”, “SPECIAL FACTORS —
Section 1. Background of the Transactions” and
“SPECIAL FACTORS — Section 3. Fairness of
the Offer” in the Offer to Purchase is incorporated herein
by reference.
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(d)
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Unaffiliated
representatives.
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The information set forth under “SUMMARY TERM SHEET AND
QUESTIONS AND ANSWERS”, “SPECIAL FACTORS —
Section 1. Background of the Transactions” and
“SPECIAL FACTORS — Section 3. Fairness of
the Offer” in the Offer to Purchase is incorporated herein
by reference.
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(e)
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Approval
of directors.
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The information set forth under “SUMMARY TERM SHEET AND
QUESTIONS AND ANSWERS”, “SPECIAL FACTORS —
Section 1. Background of the Transactions” and
“SPECIAL FACTORS — Section 3. Fairness of
the Offer” in the Offer to Purchase is incorporated herein
by reference.
The information set forth under “SUMMARY TERM SHEET AND
QUESTIONS AND ANSWERS”, “SPECIAL FACTORS —
Section 1. Background of the Transactions” and
“SPECIAL FACTORS — Section 3. Fairness of
the Offer” in the Offer to Purchase is incorporated herein
by reference.
III.
Reports, Opinions, Appraisals and Negotiations.
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|
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(a)
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Report,
opinion or appraisal.
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None of GLG, Man or any of the other Filing Persons sought or
received a fairness opinion in connection with the Offer. The
information set forth under “SPECIAL FACTORS —
Section 3. Fairness of the Offer” in the Offer to
Purchase is incorporated herein by reference.
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(b)
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Preparer
and summary of the report, opinion or appraisal.
|
Not Applicable.
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(c)
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Availability
of documents.
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Not Applicable.
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IV.
|
The
Solicitation or Recommendation.
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(d)
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Intent
to tender or vote in a going-private transaction.
|
The information set forth under “SUMMARY TERM SHEET AND
QUESTIONS AND ANSWERS” and “SPECIAL
FACTORS — Section 2. Purposes of and Reasons for
the Offer; Certain Effects of the Offer” in the Offer to
Purchase is incorporated herein by reference.
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(e)
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Recommendation
of others.
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The information set forth under “SUMMARY TERM SHEET AND
QUESTIONS AND ANSWERS” and “SPECIAL
FACTORS — Section 2. Purposes of and Reasons for
the Offer; Certain Effects of the Offer” in the Offer to
Purchase is incorporated herein by reference.
10
INDEX TO
EXHIBITS
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|
|
|
Exhibit
|
|
|
|
Number
|
|
Description
|
|
|
|
|
99(a)(1)(A)
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|
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Offer to Purchase dated September , 2010.
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|
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99(a)(1)(B)
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|
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Letter of Transmittal (including Substitute
Form W-9).*
|
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99(a)(1)(C)
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Notice of Guaranteed Delivery.
|
|
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99(a)(1)(D)
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|
|
Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
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99(a)(1)(E)
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|
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Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
|
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99(d)(1)
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|
|
Agreement and Plan of Merger dated as of May 17, 2010 among
GLG Partners, Inc., Man Group plc and Escalator Sub 1 Inc.,
filed as Exhibit 2.1 to the Company’s Current Report
on
Form 8-K
filed on May 19, 2010, is incorporated herein by reference.
|
|
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99(d)(2)
|
|
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Amendment No. 1 dated as of August 19, 2010 to the
Agreement and Plan of Merger dated as of May 17, 2010 among
the Company, Man Group plc and Escalator Sub 1 Inc., filed as
Exhibit 2.1 to the Company’s Current Report on
Form 8-K,
filed on August 20, 2010, is incorporated herein by
reference.
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99(d)(3)
|
|
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Share Exchange Agreement dated May 17, 2010 by and among
Man Group plc and the stockholders of the Company party thereto,
filed as Exhibit 2.2 to the Company’s Current Report
on
Form 8-K
filed on May 19, 2010, is incorporated herein by reference.
|
|
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99(d)(4)
|
|
|
Voting and Support Agreement dated May 17, 2010 by and
among Man Group plc, Escalator Sub 1 Inc. and the stockholders
of the Company party thereto, filed as Exhibit 10.1 to the
Company’s Current Report on
Form 8-K
filed on May 19, 2010, is incorporated herein by reference.
|
|
|
99(d)(5)
|
|
|
Second Amended and Restated Employment Agreement between the
Company and Jeffrey M. Rojek, dated May 16, 2010, filed as
Exhibit 10.2 to the Company’s Current Report on
Form 8-K
filed on May 19, 2010, is incorporated herein by reference.
|
|
|
99(d)(6)
|
|
|
Second Amended and Restated Employment Agreement between the
Company and Alejandro San Miguel, dated May 16, 2010,
filed as Exhibit 10.3 to the Company’s Current Report
on
Form 8-K
filed on May 19, 2010, is incorporated herein by reference.
|
|
|
99(d)(7)
|
|
|
Amendment to Amended and Restated Employment Agreement between
the Company and Simon White, dated May 16, 2010, filed as
Exhibit 10.4 to the Company’s Current Report on
Form 8-K
filed on May 19, 2010, is incorporated herein by reference.
|
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99(d)(8)
|
|
|
Joinder Agreement dated as of June 21, 2010 by and among
Man Group plc, Escalator Sub 1 Inc., the Company, Sage Summit
LP, Lavender Heights Capital LP and Ogier Fiduciary Services
(Cayman) Limited, in its capacity as trustee of each of Blue
Hill Trust and Green Hill Trust, filed as Exhibit 10.1 to
the Company’s Current Report on
Form 8-K
filed on June 25, 2010, is incorporated herein by reference.
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|
|
99(d)(9)
|
|
|
Purchase Agreement dated as of June 21, 2010 between Sage
Summit LP and Ogier Fiduciary Services (Cayman) Limited, acting
solely in its capacity as trustee of the Blue Hill Trust, filed
as Exhibit 4 to the Statement of Beneficial Ownership on
Schedule 13D of Blue Hill Trust and Green Hill Trust on
June 28, 2010, is incorporated herein by reference.
|
|
|
99(d)(10)
|
|
|
Purchase Agreement dated as of June 21, 2010 between
Lavender Heights Capital LP and Ogier Fiduciary Services
(Cayman) Limited, acting solely in its capacity as trustee of
the Green Hill Trust, filed as Exhibit 5 to the Statement
of Beneficial Ownership on Schedule 13D of Blue Hill Trust
and Green Hill Trust on June 28, 2010, is incorporated
herein by reference.
|
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99(d)(11)
|
|
|
Amended and Restated Warrant Agreement dated as of
December 21, 2006 between Continental Stock
Transfer & Trust Company and the Company, filed
as Exhibit 4.8 to the Company’s Annual Report on
Form 10-K
for the year ended December 31, 2006, is incorporated
herein by reference.
|
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99(d)(12)
|
|
|
Amendment No. 1 to Amended and Restated Warrant Agreement,
dated as of December 19, 2007, between Continental Stock
Transfer & Trust Company and the Company, filed
as Exhibit 4.7 to the Company’s Registration Statement
on
Form S-1
(Registration
No. 333-147865),
is incorporated herein by reference.
|
* To be filed by amendment.
11
| |
|
|
|
|
Exhibit
|
|
|
|
Number
|
|
Description
|
|
|
|
|
99(d)(13)
|
|
|
Founders’ Agreement dated June 22, 2007 among Noam
Gottesman, as Sellers’s Representative, the Principals, the
Trustees, Berggruen Freedom Holdings Ltd. and Marlin Equities
II, LLC, filed as Annex E to the Company’s Proxy
Statement dated October 12, 2007 (File
No. 001-33217),
is incorporated herein by reference.
|
|
|
99(d)(14)
|
|
|
GLG Shareholders Agreement dated as of June 22, 2007 among
the Company and the Persons set forth on the signature pages
thereto, filed as Annex D to the Company’s Proxy
Statement dated October 12, 2007 (File
No. 001-33217),
is incorporated herein by reference.
|
|
|
99(d)(15)
|
|
|
Voting Agreement dated as of June 22, 2007 among the
Principals, the Trustees, Lavender Heights Capital LP, Sage
Summit LP and the Company, filed as Annex F to the
Company’s Proxy Statement dated October 12, 2007 (File
No. 001-33217),
is incorporated herein by reference.
|
|
|
99(d)(16)
|
|
|
Agreement Among Principals and Trustees dated as of
June 22, 2007 among the Principals and the Trustees filed
as Annex G to the Company’s Proxy Statement dated
October 12, 2007
(File No. 001-33217),
is incorporated herein by reference.
|
|
|
99(d)(17)
|
|
|
Indenture, dated as of May 15, 2009, between the Company
and The Bank of New York Mellon, as trustee, filed as
Exhibit 4.1 to the Company’s Current Report on
Form 8-K
(File
No. 001-33217),
is incorporated herein by reference.
|
|
|
99(e)(18)
|
|
|
Support Agreement dated as of November 2, 2007 between the
Company and FA Sub 2 Limited, filed as Annex B to the
Company’s Proxy Statement dated October 12, 2007 (File
No. 001-33217),
is incorporated herein by reference.
|
12