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.

William Baer Confirmed as Justice Department Antitrust Chief

William J. Baer was confirmed by the Senate on Sunday as the government's top antitrust lawyer, placing him in charge of the Justice Department division that reviews corporate mergers and prosecutes price-fixing cases.

Amid the heated negotiations to reach an agreement to head off large tax increases and vast spending cuts in the new year, the Senate voted 64 to 26 in favor of Mr. Baer, a prominent antitrust lawyer at the law firm Arnold & Porter.

The confirmation of Mr. Baer to serve as assistant attorney general for the antitrust division was widely expected, but had been stalled since September, when the Senate Judiciary Committee approved his nomination by a 12 to 5 vote. President Obama first nominated Mr. Baer last February.

The Justice Department has not had a permanent antitrust chief since August 2011, when Christine A. Varney stepped down to become a partner at the Cravath, Swaine & Moore law firm. In the interim, Sharis A. Pozen and Joseph F. Wayland have temporarily led the division, and both have also left for private practice.

White House officials have expressed frustration with partisanship on Capitol Hill and the slow pace of Congress in confirming judicial nominations and executive branch posts.

“The major question is why the position that Baer will fill has lacked a permanent appointee for so long and why the Senate needed 11 months to vote on his nomination,” said Carl Tobias, a law professor at the University of Richmond. “He needs to begin working on the critical issues that the division faces.”

Antitrust experts expect Mr. Baer to continue what has been widely seen as the Justice Department's reinvigorated enforcement of antitrust laws after a period of lax oversight during the Bush admin istration. Its newfound vigilance was evident a year ago, when the agency opposed the proposed merger between AT&T and T-Mobile USA.

There will be a number of significant issues on Mr. Baer's docket, including the continuing government inquiry into Google's business practices and whether it abuses its market power by favoring its own services over its competitors in search results. The Federal Trade Commission has conducted its own investigation, but consumer watchdogs, fearing that Google will avoid formal punishment by the F.T.C., have urged the Justice Department to take the case.

There is also a trial set for June in a lawsuit that the division filed accusing book publishers of conspiring with Apple to fix the prices of e-books.

The F.T.C. and the Justice Department's antitrust division are the two government bureaus that police monopolistic behavior.

Mr. Baer is a Washington fixture and well-known in antitrust circles. A Wisconsin native and Stanford Law School graduate, Mr. Baer, 62, has spent his career rotating between private practice and government work. He has had two stints at the F.T.C., including serving as director of its competition bureau from 1995 to 1999.

Aside from his government service, Mr. Baer worked at Arnold & Porter, where he had a number of prominent cases, including successfully defending General Electric against price-fixing accusations in the 1990s.

“Bill is a highly skilled and well-respected antitrust lawyer who understands the importance of promoting competition in order for consumers to reap the benefits of lower prices and better quality products and services,” Attorney General Eric H. Holder Jr. said in a statement. “I have no doubt that he will lead the antitrust division effectively in its vigorous enforcement of the antitrust laws.”