Investment Expertise
BOSTON, May 2 /PRNewswire-FirstCall/ Boston Private Financial Holdings,
Inc. (Nasdaq: BPFH) today announced it has signed a definitive agreement to
acquire an 80% interest in Dalton, Greiner, Hartman, Maher & Co. (DGHM) of New
York, NY. DGHM, founded in 1990 and managing approximately $2.2 billion of
client assets, is a value style manager specializing in small-cap equities.
The remaining 20% interest in the firm will be retained by members of the DGHM
management team. This transaction is expected to be immediately accretive on a
cash basis to BPFH and accretive on a GAAP basis within the first 12-month
period. The transaction's initial purchase price is expected to be
approximately $75 million, with approximately 91% payable in cash, but the
total purchase price could change as it is contingent upon the contracts
transferred and operating results through a five-year earn-out period. The
transaction is expected to close in the third quarter of 2003, and is subject
to several conditions, including regulatory approvals.
With over 20 years of successful small cap investing, DGHM is a value-
driven investment manager that utilizes a disciplined approach to purchase
stocks with above average profitability, at attractive valuations. The firm's
primary product offerings include mid-cap value, small-cap value and micro-cap
value. It also manages three specialty products: ValueTech (a value approach
to technology stocks), UltraValue (a highly concentrated value portfolio), and
Enhanced Value (a long/short hedge fund). DGHM's institutional clients are
among the most sophisticated in the plan sponsor community including American
Express, University of Toronto, New Hampshire Retirement System, Emerson, and
the W.K. Kellogg Foundation. With eight investment professionals holding a
CFA(R) Charter and averaging 20 years or more of experience, the firm has
achieved significantly positive inception-to-date excess returns for its
products.
Timothy L. Vaill, Boston Private's Chairman and Chief Executive Officer,
in outlining the specific purpose for this transaction, said, "The acquisition
of DGHM expands our wealth management business into one of the most attractive
areas of the country. This distinguished and noteworthy firm represents a
continuation of our product development strategy and will provide a foundation
for growing our asset management business in the New York Metro region.
Finally, DGHM adds to our top line diversification by bringing recurring fees
as a percentage of total revenues up to 53%. As stock market valuations
return to their historical norms, and as we continue to pursue the growth
expected in the capital markets over the long-term, it is important for Boston
Private to be represented in all elements of the investment management
spectrum. I couldn't be more pleased."
Boston Private Financial Holdings currently has six operating companies
which focus on investment management, private banking and financial planning
in t regions; New England and Northern California. The Company also has a
minority investment in a seventh company in the Pacific Northwest. The DGHM
acquisition will expand the firm's presence to a fourth region, the tri-state
region centered around Manhattan. The Company's client base consists of
selected institutions, non-profits and foundations, and high net worth
individuals.
Timothy G. Dalton, Jr., Chairman and Chief Investment Officer of DGHM
said, "Our affiliation with Boston Private will provide an excellent
opportunity for us to grow our existing investment business and to increase
our high net worth market presence. We view a partnership with Boston Private
as an excellent way to achieve success in both the institutional and wealth
management businesses, and we are committed to leading these efforts in the
newly established New York Region."
"Boston Private is impressed with DGHM's investment track record in the
value sector and their well-earned reputation among institutional investors,"
said C. Michael Hazard, Vice Chairman of Boston Private Financial Holdings.
"DGHM also has a strong history of developing innovative products which we
hope will benefit our existing affiliate network. Finally," he added, "the
acquisition of DGHM now gives Boston Private extraordinary expertise in small
and mid-cap securities for both the growth and value investing styles."
Kenneth J. Greiner, Chief Executive Officer and Director of DGHM's
Management Committee said, "We view this partnership as a significant
opportunity for our next generation of investment managers to break new ground
for the firm, and to expand and diversify our client base. We are delighted
to become a part of Boston Private's network of excellence."
Mr. Vaill concluded, "DGHM is an important part of Boston Private's plan
to replicate our successful wealth management approach in geographic areas
with attractive demographics. The New York Metro region is one of the most
important markets in the world. Over time, we hope to establish additional
capabilities in banking, investing and financial planning in New York City and
its environs."
Walter M. Pressey, Boston Private's President and Chief Financial Officer,
noted, "DGHM has demonstrated success at developing and launching innovative
products. Our performance goals for the firm will be identical to those for
our other businesses -- 15% compound annual growth in earnings over a five
year period -- and we are confident the DGHM team can achieve that goal."
Conference Call
Management will host a conference call to discuss the acquisition of
Dalton Greiner on Friday, May 2nd, 2003 at 11:00 am eastern time. Management
may discuss on the conference call additional information relating to the
transaction that has not been previously disclosed, some of which information
may be material. Interested parties may join the call by dialing 800-540-
0559. The password required is "Boston". The call will be simultaneously web
cast and may be accessed on the Internet by linking through,
www.bostonprivate.com, www.prnewswire.com , or Yahoo! Finance. A continuous
telephone replay will be available beginning Friday at 1:00 pm through
midnight, May 15th, 2003. The replay telephone number is 800-934-9425.
About Boston Private Financial Holdings
Established in 1987, Boston Private Financial Holdings offers a full range
of high-touch wealth management services. Boston Private's assets include six
operating companies located in New England and California, offering
individualized wealth management, financial planning, investment management,
and private banking services to its domestic and international clientele.
These subsidiaries include: in New England, Boston Private Bank & Trust
Company, Westfield Capital Management Company, LLC., RINET Company LLC.,
Boston Private Value Investors; and in Northern California, Sand Hill Advisors
and Borel Private Bank & Trust Company. Recently, Boston Private announced the
acquisition of 26.9% of Coldstream Capital Management, based in Bellevue,
Washington, giving the firm its first entree into the Pacific Northwest.
Boston Private manages approximately $6.8 billion in client assets, and has
balance sheet assets of approximately $1.9 billion. It is a member of the
Standard & Poor's 600 Index and is included on the Nasdaq Financial-100
Index(R).
About Dalton Greiner
Dalton, Greiner, Hartman, Maher & Co. is a value-driven investment manager
specializing in smaller capitalization equities. The firm, founded in 1990,
manages more than $2.2 billion in assets for institutional clients. DGHM's
clients are among the most sophisticated in the plan sponsor community, and
include several large corporate retirement plans, endowments and foundations.
DGHM has seven different equity products managed by an experienced team of
investment professionals.
This press release contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995, including, without
limitation, (i) statements about the benefits of the transaction to Dalton
Greiner or Boston Private, including future financial and operating results,
enhanced revenues that may be realized from the transaction, the accretive
effect of the transaction on BPFH's financial results, and BPFH's performance
goals for DGHM; (ii) statements with respect to Boston Private's strategy,
initiatives, plans, objectives, expectations, and intentions; (iii) statements
regarding the expected timing of the transaction; (iv) statements regarding
future operations, market position or prospects of either Boston Private or
Dalton Greiner; (v)statements regarding potential product development; and
(vi) other statements identified by words such as "will", "continues",
"increases", "expand", "grow", "opportunity", "believes," "expects,"
"anticipates," "estimates," "intends," "plans," "target," and similar
expressions. These statements are based upon the current beliefs and
expectations of Boston Private's management and are subject to significant
risks and uncertainties. Actual results may differ from those set forth in
the forward-looking statements. The following factors, among others, could
cause actual results to differ materially from the anticipated results or
other expectations expressed in such forward-looking statements: (1) the risk
that the transaction may not be consummated on a timely basis or at all;(2)
the expected benefits to Boston Private's wealth management initiatives may
not be realized or may be realized more slowly than expected; (3) the risk
that the business of Dalton Greiner will not be integrated successfully with
Boston Private's or such integration may be more difficult, time-consuming or
costly than expected; (4) expected revenue and business synergies from the
transaction may not be fully realized or realized within the expected time
frame; (5) the ability to obtain governmental approvals of the acquisition on
the proposed terms and schedule; (6) competitive pressures among investment
management companies may increase significantly and have an effect on pricing,
spending, product offerings, third-party relationships, revenues and the
Boston Private's and Dalton Greiner's abilities to attract and retain clients;
(7) the strength of the United States economy in general and specifically the
strength of the New England, California, New York and other economies in which
Boston Private and Dalton Greiner will be operating may be different than
expected resulting in, among other things, a deterioration in borrowers'
ability to service and repay loans, or a reduced demand for credit, including
the resultant effect on the combined company's loan portfolio, levels of
charge-offs and non-performing loans and allowance for loan losses, and
reduced demand for wealth management services; and (8) adverse conditions in
the stock market, the public debt market and other capital markets and the
impact of such conditions on the Boston Private's and Dalton Greiner's asset
management activities and fees from such activities. Additional factors that
could cause Boston Private's results to differ materially from those described
in the forward-looking statements can be found in Boston Private's other press
releases and Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K filed with or furnished to the Securities and
Exchange Commission. All subsequent written and oral forward-looking
statements concerning the proposed transaction or other matters and
attributable to Boston Private, Dalton Greiner or any person acting on their
behalf are expressly qualified in their entirety by the cautionary statements
referenced above. Neither Boston Private nor Dalton Greiner undertake any
obligation to update any forward-looking statement to reflect circumstances or
events that occur after the date the forward-looking statements are made.
SOURCE Boston Private Financial Holdings, Inc.
-0- 05/02/2003
/CONTACT: Walter M. Pressey, President and CFO of Boston Private Financial
Holdings, Inc., +1-617-912.1921; or Timothy G. Dalton, Jr., Chairman and Chief
Investment Officer of Dalton, Greiner, Hartman, Maher, +1-212-557.2445/
/Web site: www.bostonprivatebank.comwww.dghm.net/
(BPFH)
CO: Boston Private Financial Holdings, Inc.; Dalton, Greiner, Hartman, Maher
& Co.
ST: Massachusetts; New York
IN: FIN
SU: TNM CCA
AL
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6083 05/02/200308:05 EDThttp://www.prnewswire.com