Duff & Phelps to Be Sold for $665.5 Million

Duff & Phelps, which provides valuation and merger advice to other companies, is finding itself on the other side of the table.

The firm announced Sunday that it had reached a $665.5 million deal to be acquired by a consortium that includes the Carlyle Group.

The offering price of $15.55 a share in cash is a 19.2 percent premium to Duff & Phelps's closing price on Friday. The consortium purchasing the firm also includes Stone Point Capital, Pictet & Cie and the Edmond de Rothschild Group. No single member of the consortium will own more than 35 percent of the company, Duff & Phelps said in its statement.

The merger agreement includes a “go-shop” period that will allow the company to solicit and evaluate other bids u ntil Feb. 8. The agreement provides for a break-up fee of about $6.65 million.

“This transaction is in the best interest of our stockholders, who will receive an immediate and certain cash premium for their shares,” Noah Gottdiener, chief executive of Duff & Phelps, said in a statement. “Importantly, the transaction will be structured to preserve the firm's independence as we serve our clients in the future.”

“Regulatory demands, implementation of new accounting policies and requirements for increased corporate disclosure and third party validation provide significant growth opportunities for Duff & Phelps core products and services,” Olivier Sarkozy, managing director and head of Carlyle's global financial services group, said in a statement. He added that the involvement of Pictet and the Edmond de Rothschild Group would help with international expansion.

Centerview Partners provided financial advice to Duff & Phelps while Kirkland & Ellis pr ovided legal counsel. The merger advisers to the consortium include Sandler O'Neill, Credit Suisse, Barclays and RBC Capital Markets, while financing advice was provided by Credit Suisse, Barclays and RBC Capital Markets. The consortium's legal adviser was Wachtell, Lipton, Rosen & Katz.