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Cowen Group, Inc. Comments on Registration Statement

  //business-finance.news-articles.net/content/201 .. roup-inc-comments-on-registration-statement.html
  Published in Business and Finance on Tuesday, October 25th 2011 at 16:48 GMT by Market Wire
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NEW YORK--([ BUSINESS WIRE ])--Earlier today, Cowen Group, Inc. (aCowena) (NASDAQ: COWN) filed a registration statement with the Securities and Exchange Commission to register the distribution and resale of shares of Cowen Class A common stock issued to RCG Holdings LLC (aRCGa) in connection with the combination between Cowen and Ramius LLC (aRamiusa), which occurred on November 2, 2009.

The registration covers the distribution of 24,053,393 shares of Class A common stock currently held by RCG to RCGas members, the former owners of Ramius, in accordance with the terms of the RCG operating agreement entered into at the time of the Ramius/Cowen combination. These shares were not covered by the Companyas resale registration statement filed December 2, 2010.

The distribution of shares by RCG to its members is being registered due to the fact that RCG may be considered an affiliate of Cowen and under the terms of RCG operating agreement, the members of RCG are generally entitled to receiveone-third of the Cowen Class A common shares attributable to them on each of the first three anniversaries of the consummation of the Cowen/Ramius combination.

In addition, the prospectus also covers the potential resale of Cowen shares attributable to certain executive officers and directors, though many of these individuals are still subject to lockup agreements that prevent the sale of these shares.

The Company notes that the registration of these shares does not change the original restrictions imposed on the sale of shares as contemplated under the operating agreement.

The registration statement relating to the above securities has been filed with the Securities and Exchange Commission, but has not yet become effective. Such securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of such securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

About Cowen Group, Inc.

Cowen Group, Inc. is a diversified financial services firm and, together with its consolidated subsidiaries, provides alternative investment management, investment banking, research, and sales and trading services through its two business segments: Ramius and its affiliates makes up the Company's alternative investment management segment, while Cowen and Company is its broker-dealer segment. Its alternative investment management products, solutions and services include hedge funds, replication products, managed futures funds, fund of funds, real estate, health care royalty funds and cash management services. Cowen and Company offers industry focused investment banking for growth-oriented companies, domain knowledge-driven research and a sales and trading platform for institutional investors. Founded in 1918, the firm is headquartered in New York and has offices located in major financial centers around the world.