The shareholders of Henderson Group have approved the proposed acquisition of New Star Asset Management Group for GBP107m.

The shareholders of Henderson Group have approved the proposed acquisition of New Star Asset Management Group for GBP107m.

The acquisition will be funded by GBP44m of Henderson cash, about GBP46m from the placing of Henderson shares, and the rest by the issuance of new shares at completion of the deal.

In January the boards of directors of Henderson and New Star Asset Management announced the terms of Henderson's recommended acquisition of New Star for a total enterprise value of GBP115m.

The acquisition, which follows the implementation of restructuring of New Star's issued and to be issued share capital, comprises a cash offer for the entire issued and to be issued ordinary share capital of New Star and the acquisition of preference share capital to be issued on completion of the New Star restructuring. Henderson will procure the repayment of the New Star Group's outstanding debt on completion of the New Star restructuring.

To part finance the acquisition, Henderson is conducting a fully underwritten placing of up to 72.3 million new Henderson shares, representing approximately 9.9 per cent of Henderson's existing issued ordinary shares to institutional and other investors.

The offer will be two pence in cash for each New Star ordinary share, which values the entire issued and to be issued ordinary share capital of New Star post-completion of the New Star restructuring at approximately GBP21.6m. Existing New Star ordinary shareholders will receive approximately GBP5.4m in aggregate.

Pursuant to the preference share acquisition, New Star preference shareholders are expected to receive approximately 0.4 New Henderson shares and up to 48.4 pence in cash for each New Star preference share. The preference share acquisition is expected to value each New Star preference share at up to 73.4 pence and the then issued preference share capital of New Star at up to GBP73.4 million, based on the closing middle market price per Henderson ordinary share of 62 pence on 29 January 2009.

The Henderson board believes that the acquisition would strengthen the position of Henderson Global Investors in the UK retail fund management market; increase scale and distribution in the UK retail fund management market with broader range of mutual funds complementary to Henderson's own range; expand Henderson's direct property business into the retail investor market; increase presence in the US institutional market; strengthen Henderson's investment capabilities with addition of key talent; extract cost efficiencies through headcount reduction and transferring New Star's business onto Henderson's operating platforms; and significant earnings enhancement by 2010 by acquiring a business capable of being serviced at a marginal cost to income ratio of a 40 per cent or better.