Calamos Asset Management founder John Calamos and CEO John Koudounis have announced a deal to take the firm private.

John Calamos Calamos Asset Management Founder

The agreement in principle, which has been approved by an internal special committee, states that they will acquire all outstanding shares of Class A common stock that they don't currently own for $8.25 per share in cash. After the tender offer closes, any remaining shares will be acquired in a second-step merger at the same cash price.

Acquisition of the outstanding shares will commence immediately, though the time frame for completing the transaction was not specified.

Calamos Asset Management's (NASDAQ: CLMS) stock was valued at $7.36 per share as of market close on Friday. So, today's offer reflects a 12 percent acquisition premium.

With 20.53 million shares outstanding, at the offer price, CAM's implied market cap is $169.4 million. At close of market on Monday, the share price of CAM's stock had risen to $8.39 per share, bringing the market cap to $172.2 million. Insiders own 13.45 percent of the company, so, at most, Koudounis and Calamos need to come up with just shy of $150 million to finance the transaction.

Koudounis, 51, and Calamos, 75, first expressed interest in going private back in October, and the board of directors subsequently formed an independent special committee to evaluate the transaction. The committee unanimously concluded that the move "would be fair and in the best interests of the Company's shareholders."

Koudounis says that it will allow the firm to operate based on long-term vision, without the distraction of meeting short-term metrics.

"Being a fully private company—consistent with 95% of asset managers today—will allow us to manage the business with the same long-term view that we apply to our investment approach," states Koudounis.

As of the end of September, Calamos Partners owns all of Calamos Asset Management's outstanding Class B common stock. This represents 97.4 percent of the combined voting power of all classes of CAM's voting stock. Calamos Partners is directly and indirectly owned entirely by Mr. Calamos, other Calamos family members, and Koudounis. Calamos Asset Management owns 22.2 percent of Calamos Investments, and the remainder is owned by Calamos Partners. 

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