Josephthal, Lyon & Ross, which let its offer to merge with Rodman & Renshaw Capital Group Inc. expire Friday, has not disclosed whether it will again pursue a union with the Chicago-based company, a Josephthal official said Friday.
Josephthal's proposal in July to combine the two companies was set to expire at 5 p.m., Friday, unless Rodman officials intervened, said Dan Purles, chairman, president, and chief executive officer of Josephthal.
"As far as what we do after that, we're going to reevaluate our position," Purjes said. "We want to see what response Rodman has for US."
Previously, Josephthal, a privately held New York-based investment bank and brokerage firm, had purchased 330,000 shares of Rodman & Renshaw stock, for an approximately 7.6% stake. Josephthal is the only company to have submitted a written proposal outlining any type of union with Rodman.
Currently, Josephthal holds slightly more than 9% of Rodman's stock, a company spokesman said.
Purjes said after the July offer was made that the merger would be "a complementary fit," with Rodman's abilities in the areas of fixed-income sales, trading, and origination combined with Josephthal's retail sales force.
Rodman officials declined to comment on the Josephthal offer Friday. Earlier last week, Gregory P. Quinlivan, Rodman's general counsel and executive vice president, said that if Josephthal wants to withdraw its offer, "that's their choice."
Rodman & Renshaw Capital Group, through its principal subsidiary, Rodman & Renshaw Inc., is a securities and commodities broker-dealer and investment banking firm with more than 500 employees. Its lines of business include retail brokerage, investment banking, asset management, and futures and options.
The firm has been involved in municipal finance since it opened in 1951. Rodman focuses on general market municipals, in both institutional and retail sales and trading. It has approximately 21 employees who work on municipals exclusively.
In a separate action Friday, Rodman's board of directors announced the adoption of a stockholder rights plan. The plan is designed to protect the company against unfair or abusive takeover tactics or stock accumulation programs, Rodman said in a press release.
The plan would be enacted only if a person or group were to acquire 15% or more of the company's outstanding stock or announce a tender offer.
Rodman also announced a dividend of common stock purchase rights for shareholders of record as of Sept. 1, 1993.
Gregory P. Quinlivan, Rodman's general counsel and executive vice president, said adoption of the rights plan was not in reaction to moves by California investor Marshall S. Geller to propose a slate of nominees to Rodman's board of directors.
Geller, who owns approximately 9.9% of Rodman's common stock, plans to propose the nominations at the board's upcoming annual meeting on Nov. 29. Geller has said he wants to see management changes at the company.
Last Monday, Rodman announced it had started a due diligence process to examine possible mergers or acquisitions of the firm. That process was expected to be completed within 30 days, according to a press release from the firm.
Rodman said that with assistance from its independent advisers, Rothschild Inc. and Sonnenschein Nath & Rosenthal, Rodman's board of directors during those 30 days "will evaluate and select for further review those proposals with serious merit and that appear in the best interest of shareholders, employees, and customers."
The short list of possible suitors for Rodman will then be asked to to participate in a phase-two due diligence process that will include meeting with management "to provide additional information prospective investors require in order to prepare detailed and binding proposals," according to the press release.
Quinlivan said Sonnenschein and Rothschild had advised Rodman that it has an obligation to look at the offers carefully. He declined to name a suitor other than Josephthal, saying only that "a number of parties" have expressed interest in Rodman and that Josephthal is the only party that has submitted a written proposal.
However, officials at Fahnestock Viner Holdings Inc., a Canadian securities brokerage and financial advisory firm, have reportedly met with Rodman officials and may be interested in the company. A Fahnestock U.S. subsidiary, Fahnestock & Co., is a securities brokerage, trading, investment advisory, and financial services firm.
Quinlivan declined to comment on Fahnestock, adding that Rodman cannot acknowledge any expressions of interest until a formal written proposal is submitted.