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| [December 14, 2012] |
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KBW, Inc. Announces Record Date and Meeting Date for Special Meeting of Stockholders in Connection with Merger Agreement
NEW YORK --(Business Wire)--
KBW, Inc. ("KBW") (NYSE: KBW) announced today that it has established a
record date and a meeting date for a special meeting of its stockholders
to, among other things, consider and vote on a proposal to adopt the
previously announced Agreement and Plan of Merger dated as of November
5, 2012, among KBW, Stifel Financial Corp. ("Stifel"), and two
wholly-owned subsidiaries of Stifel, SFKBW One, Inc. and SFKBW Two, LLC.
KBW stockholders of record at the close of business on December 24,
2012, will be entitled to notice of the special meeting and to vote at
the special meeting. The special meeting will take place on January 30,
2013, commencing at 10:00 a.m., Eastern time, in the Luce Room of the
Time Life Building, located at 1271 Avenue of the Americas, New York,
New York 10020.
About KBW
KBW, Inc., headquartered in New York, operates in the U.S., Europe and
Asia through its broker dealer subsidiaries, Keefe, Bruyette & Woods,
Inc., Keefe, Bruyette & Woods Limited and Keefe, Bruyette & Woods Asia
Limited. Celebrating its 50th anniversary, KBW has established itself as
a leading independent authority in the banking, insurance, brokerage,
asset management, mortgage banking, real estate and specialty finance
sectors. Founded in 1962, the firm maintains industry-leading positions
in the areas of research, corporate finance, mergers and acquisitions as
well as sales and trading in equities and debt securities of financial
services companies.
Cautionary Statement Concerning Forward-Looking Statements
Statements in this document that relate to Stifel's or KBW's future
plans, objectives, expectations, performance, events and the like may
constitute "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995, Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. Future events, risks and
uncertainties, individually or in the aggregate, could cause our actual
results to differ materially from those expressed or implied in these
forward-looking statements. The material factors and assumptions that
could cause actual results to differ materially from current
expectations include, without limitation, the following: (1) the
inability to close the merger in a timely manner; (2) the inability to
complete the merger due to the failure to obtain KBW stockholder
adoption of the merger agreement or the failure to satisfy other
conditions to completion of the merger, including required regulatory
and court approvals; (3) the failure of the transaction to close for any
other reason; (4) the possibility that the integration of KBW's business
and operations with those of Stifel may be more difficult and/or take
longer than anticipated, may be more costly than anticipated and may
have unanticipated adverse results relating to KBW's or Stifel's
existig businesses; (5) the challenges of integrating and retaining key
employees; (6) the effect of the announcement of the transaction on
Stifel's, KBW's or the combined company's respective business
relationships, operating results and business generally; (7) the
possibility that the anticipated synergies and cost savings of the
merger will not be realized, or will not be realized within the expected
time period; (8) the possibility that the merger may be more expensive
to complete than anticipated, including as a result of unexpected
factors or events; (9) the challenges of maintaining and increasing
revenues on a combined company basis following the close of the merger;
(10) diversion of management's attention from ongoing business concerns;
(11) general competitive, economic, political and market conditions and
fluctuations; (12) actions taken or conditions imposed by the United
States and foreign governments; (13) adverse outcomes of pending or
threatened litigation or government investigations; (14) the impact of
competition in the industries and in the specific markets in which
Stifel and KBW, respectively, operate; and (15) other factors that may
affect future results of the combined company described in the section
entitled "Risk Factors" in the proxy statement/prospectus to be mailed
to KBW's shareholders and in Stifel's and KBW's respective filings with
the U.S. Securities and Exchange Commission ("SEC (News - Alert)") that are available
on the SEC's web site located at http://www.sec.gov,
including the sections entitled "Risk Factors" in Stifel's Annual Report
on Form 10-K for the fiscal year ended December 31, 2011, and "Risk
Factors" in KBW's Annual Report on Form 10-K for the fiscal year ended
December 31, 2011. Readers are strongly urged to read the full
cautionary statements contained in those materials. We assume no
obligation to update any forward-looking statements to reflect events
that occur or circumstances that exist after the date on which they were
made.
Additional Information
In connection with the proposed transaction, Stifel has filed with the
SEC a registration statement on Form S-4 that also constitutes a
preliminary prospectus of Stifel and other relevant documents relating
to the acquisition of KBW with the SEC. The registration statement on
Form S-4 includes a preliminary proxy statement of KBW, and the
definitive proxy statement/prospectus will be mailed to shareholders of
KBW. Stifel and KBW shareholders are urged to read the final
registration statement and any other relevant documents filed with the
SEC, including the definitive proxy statement/prospectus, because they
will contain important information about Stifel, KBW and the proposed
transaction. Investors and securityholders will be able to obtain
free copies of the final registration statement and the definitive proxy
statement/prospectus (when available) as well as other filed documents
containing information about Stifel and KBW, without charge, at the
SEC's website (http://www.sec.gov).
Free copies of Stifel's filings also may be obtained by directing a
request to Stifel's Investor Relations by phone to (314) 342-2000, in
writing to Stifel Financial Corp., Attention: Investor Relations, 501
North Broadway, St. Louis, Missouri 63102, by email to investorrelations@stifel.com
or at Stifel's website (http://www.stifel.com).
Free copies of KBW's filings also may be obtained by directing a request
to KBW's Investor Relations by phone to (866) 529-2339, in writing to
KBW, Inc., Attn: Alan Oshiki, c/o King Worldwide Investor Relations, 48
Wall Street, 32nd Floor, New York, New York 10005, or by email to kbw.inv.relations@kbw.com.
Proxy Solicitation
Stifel, KBW and their respective directors and executive officers may be
deemed, under SEC rules, to be participants in the solicitation of
proxies from the shareholders of KBW with respect to the proposed
transaction. More detailed information regarding the identity of the
potential participants, and their direct or indirect interests, by
securities holdings or otherwise, will be set forth in the final
registration statement and definitive proxy statement/prospectus and
other materials filed with the SEC (when available) in connection with
the proposed transaction. Information regarding Stifel's directors and
executive officers is also available in Stifel's definitive proxy
statement for its 2012 Annual Meeting of Shareholders filed with the SEC
on April 20, 2012. Information regarding KBW's directors and executive
officers is also available in KBW's definitive proxy statement for its
2012 Annual Meeting of Shareholders filed with the SEC on April 27,
2012. These documents are available free of charge at the SEC's web site
at www.sec.gov
and from Investor Relations at KBW and Stifel.

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