Jovian Announces that Tailwind Financial has Entered into Agreement and Plan of Merger



    TORONTO, Jan. 9 /CNW/ - Jovian Capital Corporation ("Jovian") (JOV: TSX)
and wholly-owned subsidiary JovFunds Management Inc. ("JovFunds") announce
that Tailwind Financial Inc. ("Tailwind") (AMEX:   TNF), a blank-check
development stage company in which Jovian has an indirect interest, and Asset
Alliance Corporation ("Asset Alliance"), a multi-faceted investment management
firm, have entered into an Agreement and Plan of Merger.
    As announced on April 20, 2007, JovFunds owns 50% of Parkwood Holdings
Ltd., which has an indirect interest in Tailwind. If the contemplated
transaction is completed, JovFunds would indirectly own approximately 6%,
depending upon adjustments, of the common shares of Tailwind.
    Attached below is the full text of the press release issued by Tailwind
and Asset Alliance (all dollars amounts in U.S. currency). Jovian has not
reviewed and does not accept responsibility for the adequacy or accuracy of
that release.

    About JovFunds Management Inc.

    JovFunds provides innovative investment solutions for Canadians through
the creation, distribution and management of high quality investment products.
JovFunds manages and distributes in excess of $1.2 billion in client assets
and is wholly owned by Jovian Capital Corporation.

    About Jovian Capital Corporation

    Jovian is a publicly-traded company listed on the TSX (JOV). Jovian is a
management and holding company with interests in a variety of financial
service firms specializing in wealth(*) and asset (xx) management. The Jovian
group of companies operates as a national financial services organization with
approximately $14.4 billion of client assets ($5.4 billion in assets under
management and $9.0 billion in assets under administration).

    (*) Wealth management entities include MGI Securities Inc., MGI
    Securities (USA) Inc. and Rice Financial Group Inc. (xx)Asset management
    entities include BetaPro Management Inc., Horizons Funds Inc., JovFunds
    Management Inc., JovFunds Inc., JovInvestment Management Inc., Leon
    Frazer & Associates Inc. and T.E. Wealth. Financial corporate service
    entities include Felcom Data Services Inc.

    The TSX has not reviewed and does not accept responsibility for the
    adequacy or accuracy of this release.

    Additional information relating to Jovian is available at www.sedar.com
and www.joviancapital.com


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    Asset Alliance Corporation To Access Public Markets In Reverse Merger
    With Tailwind Financial Inc.
    -------------------------------------------------------------------------

    Asset Alliance to become the first US publicly traded company focused on
    acquiring interests in and seeding alternative asset managers

    NEW YORK AND TORONTO, January 8, 2008 - Asset Alliance Corporation
("Asset Alliance"), a multi-faceted investment management firm specializing in
alternative investments, and Tailwind Financial Inc. ("Tailwind") (AMEX:   TNF),
a blank check development stage company, have announced that they have entered
into an Agreement and Plan of Merger whereby Tailwind will acquire all of the
outstanding common stock of Asset Alliance in exchange for shares of Tailwind
common stock, allowing Asset Alliance to access the public markets through the
proposed transaction with Tailwind. Asset Alliance has equity interests in
nine affiliated asset managers and manages four funds of funds. Including
affiliate managers in which Asset Alliance has an interest and its own funds
of funds, Asset Alliance had total assets under management of approximately
$3.5 billion as of September 30, 2007.
    The transaction values Asset Alliance at approximately $80.2 million
(approximately $99.1 million with the full earn-out) based on the closing
price of Tailwind common stock on January 8, 2008 or $85.0 million
(approximately $105.0 million with the full earn-out) based on the $8.00 per
share placed in Trust by Tailwind pursuant to the terms of its IPO. Asset
Alliance's gross revenue, GAAP net income and Adjusted EBITDA for the twelve
months ending September 30, 2007 were $32.9 million, $(17.4) million and
$9.8 million, respectively, resulting in a trailing Total Enterprise
Value/Adjusted EBITDA multiple of 7.6x based on the closing price of Tailwind
common stock on January 8, 2008 and Asset Alliance's net cash of $6.1 million
as of September 30, 2007. The boards of directors of both Asset Alliance and
Tailwind have unanimously approved the transaction.

    
    The consideration for 100% of the shares of Asset Alliance will be in the
form of:

    -   10.625 million shares of Tailwind common stock (plus up to an
        additional 2.5 million shares based on the achievement
        of certain EBITDA performance milestones in 2008, 2009 and 2010);

    -   The assumption of 407,741 outstanding Asset Alliance warrants with a
        strike price of $8.35 before June 30, 2008 or $8.75 after June 30,
        2008 which will be appropriately converted into warrants to purchase
        Tailwind common stock with adjusted strike prices, in each case
        pursuant to the terms of the Agreement and Plan of Merger, and
        expiring on June 30, 2009;

    -   The assumption of 428,083 outstanding Asset Alliance options with a
        weighted average strike price of $15.71 which will be appropriately
        converted into options to purchase Tailwind common stock with
        adjusted strike prices, in each case pursuant to the terms of the
        Agreement and Plan of Merger, and expiration dates between March of
        2009 and January of 2015;

    -   A number of shares of Tailwind common stock equal to the after-tax
        earnings of Asset Alliance between September 30, 2007 and the closing
        date (if such amount is greater than zero) divided by $8.00 (the
        "Earnings Adjustment"). The after-tax earnings used to determine the
        Earnings Adjustment will not be distributed to shareholders of Asset
        Alliance.
    

    The transaction is subject to Tailwind and Asset Alliance shareholder
approvals, regulatory approvals and customary closing conditions. Excluding
the potential impact of the Earnings Adjustment and assuming a conversion
price based upon a valuation of $85.0 million, current Tailwind shareholders
will own 59.5% (or 54.3% with the full earn-out) of the combined company's
basic common shares and 65.2% (or 60.3% with the full earn-out) on a fully
diluted basis (using the treasury stock method and assuming an $8.00 per share
stock price and no exercise of Tailwind public shareholder redemption rights).
    The combined company's management team will be led by Bruce H. Lipnick,
Chairman and Chief Executive Officer, Arnold L. Mintz, President and Chief
Operating Officer, and Stephen G. Bondi, Executive Vice President and Chief
Financial Officer. Messrs. Lipnick and Mintz founded Asset Alliance in 1996
and Mr. Bondi joined Asset Alliance in July 2000. All three executives have
extensive experience and relationships in the asset management and alternative
asset management industries. "Asset Alliance has built a strong foundation of
cash flows underpinned by a diverse group of affiliated hedge fund managers
and fund of fund products. We expect that accessing the public markets through
Tailwind will enable Asset Alliance to continue to build the platform, benefit
from economies of scale and increase its brand awareness in major markets
including the US, Europe, Latin America and the Middle East," noted Mr. Mintz.
Mr. Lipnick added, "The proposed transaction will represent an opportunity for
value creation as we believe there are several acquisition and seeding
candidates that would be complementary to the growth and diversification of
our business. In addition to the cash that we will have as a result of the
proposed transaction, the ability to issue public stock should be very
attractive to potential new affiliates and Asset Alliance personnel."
    Gordon A. McMillan, Tailwind's Chairman said, "Asset Alliance's unique
business model has led to several successful partnerships with a number of
alternative asset managers since its founding in 1996. We believe Asset
Alliance is well-positioned to benefit from industry dynamics over the next
several years and will represent an excellent value for Tailwind
shareholders."
    "We have been impressed by the professionalism, knowledge and experience
of the team at Asset Alliance," echoed Andrew A. McKay, Tailwind's CEO, adding
that, "we look forward to working toward continued growth."
    Upon the consummation of the transaction, the combined entity will change
its name to Asset Alliance Corporation and expects to change its trading
symbol to reflect the new name. The board of directors of the combined entity
will consist of seven individuals including Messrs. Lipnick and Mintz of Asset
Alliance, Mr. McMillan of Tailwind and four independent directors selected by
Asset Alliance who will be elected to take office upon closing of the merger.
    Additional information, including historical financial information and
data concerning Asset Alliance, its affiliates and its funds of funds products
will be contained in a management presentation which Tailwind will file with
the Securities and Exchange Commission. Ladenburg Thalmann & Co. Inc. and
Torsiello Capital Advisors Inc. are serving as financial advisors to Asset
Alliance. Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal counsel
to Asset Alliance and Bingham McCutchen LLP is serving as legal counsel to
Tailwind. Deutsche Bank Securities Inc. served as underwriter for Tailwind's
IPO in April 2007.

    Investor Presentation

    Asset Alliance and Tailwind will host a call for investors and analysts
at 10AM EST January 9, 2008. To participate in the call please dial (866)
257-9957 (or (706) 679-3820 from outside the US and Canada) and provide the
operator with conference ID number 30403686. Slides for the investor
presentation will be available at Asset Alliance's website,
www.assetalliance.com, and Tailwind's website, www.tailwindfc.com. A replay of
the investor presentation call will be available until January 23, 2008 by
dialing (800) 642-1687 (or (706) 645-9291 from outside the US and Canada) and
entering conference ID number 30403686.

    About Asset Alliance

    Asset Alliance is a multi-faceted investment management firm,
specializing in alternative investment management - specifically hedge funds
and hedge fund products. Founded in 1996 and with offices in New York, London
and Dubai, Asset Alliance offers strategic opportunities for highly skilled
hedge fund managers; provides advisory services to organizations worldwide;
and manages investment products for high net worth and institutional
investors. Asset Alliance and affiliate managers in which Asset Alliance has
an interest had approximately $3.5 billion of assets under management as of
September 30, 2007.

    About Tailwind

    Tailwind was incorporated in Delaware on June 30, 2006 as a blank check
development stage company whose objective is to acquire, through a purchase,
asset acquisition, or other business combination, one or more operating
businesses in the financial services industry. Tailwind consummated its
initial public offering on April 17, 2007.

    Additional Information and Where to Find It

    In connection with the proposed transaction and required Tailwind
stockholder approval, Tailwind will file with the Securities and Exchange
Commission a registration statement, which will include a prospectus relating
to the shares of Tailwind common stock to be issued in connection with the
proposed transaction and a proxy statement which will be mailed to the
stockholders of Tailwind. Tailwind stockholders and other interested persons
are urged to read the proxy statement and other relevant materials when they
become available as they will contain important information about Tailwind,
Asset Alliance and the proposed transaction with Asset Alliance. Such persons
can also read Tailwind's final prospectus dated April 11, 2007, for a
description of the security holdings of the Tailwind officers and directors
and their respective interests in the successful consummation of the proposed
merger. The definitive proxy statement will be mailed to stockholders as of a
record date to be established for voting on the proposed merger. Tailwind
stockholders will be able to obtain a free copy of such filings at the
Securities and Exchange Commission's internet site (http://www.sec.gov).
Copies of such filings can also be obtained, without charge, by directing a
request to Tailwind Financial Inc., BCE Place, 181 Bay Street, Suite 2040,
Toronto, Ontario, Canada M5J 2T3. Such documents are not currently available.

    Participants in Solicitation

    Tailwind and its directors and executive officers and Asset Alliance and
its directors and executive officers may be deemed to be participants in the
solicitation of proxies from the holders of Tailwind common stock in respect
of the proposed transaction. Information about the directors and executive
officers of Tailwind is set forth in the Annual Report on Form 10-K for
Tailwind's most recent fiscal year ended June 30, 2007, which was filed with
the Securities and Exchange Commission on September 25, 2007. Investors may
obtain additional information regarding the interest of such participants by
reading the proxy statement relating to the proposed merger when it becomes
available.

    Forward-looking Statements

    This press release contains statements relating to future results of
Asset Alliance and Tailwind (including certain projections and business
trends) that are "forward-looking statements" as defined in the Private
Securities Litigation Reform Act of 1995. Such statements include but are not
limited to statements regarding the closing of the proposed merger, the growth
potential of Asset Alliance and the prospects and opportunities of the
combined company. Actual results may differ materially from those projected as
a result of certain risks and uncertainties. For Asset Alliance, these risks
and uncertainties include, but are not limited to: market conditions for funds
related to Asset Alliance, performance of funds related to Asset Alliance and
the related impact on revenue and fund inflows/outflows, operational risk, and
risks related to the use of leverage, the use of derivatives, interest rates
and currency fluctuations. For Tailwind, factors include, but are not limited
to: the successful combination of Tailwind with Asset Alliance's business, and
the limited liquidity and trading of its securities, the retention of key
personnel, and the ability to achieve stockholder and regulatory approvals and
to successfully close the transaction. Additional information on these and
other factors that may cause actual results and Tailwind's performance to
differ materially is included in Tailwind's periodic reports filed with the
SEC, including but not limited to Tailwind's Form 10-K for the year ended June
30, 2007 and Form 10-Q for the quarter ended September 30, 2007. Copies may be
obtained by contacting Tailwind or the SEC. Tailwind and Asset Alliance
caution readers not to place undue reliance upon any forward-looking
statements, which speak only as of the date made. Tailwind and Asset Alliance
do not undertake or accept any obligation or undertaking to release publicly
any updates or revisions to any forward-looking statement to reflect any
change in their expectations or any change in events, conditions or
circumstance on which any such statement is based. These forward-looking
statements are made only as of the date hereof, and Tailwind and Asset
Alliance undertake no obligation to update or revise the forward-looking
statements, whether as a result of new information, future events or
otherwise, except as required by law.

    Use of non-GAAP Financial Information

    To supplement Asset Alliance's financial information presented on a GAAP
basis, Asset Alliance and Tailwind have disclosed certain non-GAAP measures
that exclude certain charges, including Adjusted EBITDA, which the parties
define as earnings before interest, taxes, depreciation and amortization, and
adjusted for certain one-time items, non-cash accounting related items, and
the estimated cost structure of the combined company after the close. These
non-GAAP measures are not in accordance with, or an alternative for, generally
accepted accounting principles in the United States. A reconciliation of the
non-GAAP financial measures to the corresponding GAAP measures is included in
the tables included herein. Management of Tailwind and Asset Alliance use
these non-GAAP measures as a complement to results provided in accordance with
GAAP and believe that their shareholders and potential investors use non-GAAP
financial measures, such as Adjusted EBITDA, in making investment decisions
and in measuring operational results. Since Adjusted EBITDA is not a measure
determined under GAAP, it may not be comparable to similarly titled measures
reported by other companies and should not be construed as a substitute for
net income determined in accordance with GAAP. Tailwind and Asset Alliance
have presented Asset Alliance's Adjusted EBITDA to show its baseline
performance before certain non-cash expenses and other items considered by
Tailwind and Asset Alliance management to be outside Asset Alliance's ongoing
operational results. Tailwind and Asset Alliance management believe that
analysts and current and potential investors will use these non-GAAP measures
to understand Asset Alliance's financial performance by providing a higher
level of transparency for certain expenses.

    
    Asset Alliance Corporation               Tailwind Financial, Inc.

    Bruce H. Lipnick                         Gordon A. McMillan
    Chief Executive Officer                  Chairman
    800 Third Avenue, 22nd Floor             181 Bay Street, Suite 2040
    New York, NY 10022                       Toronto, Ontario, M5J 2T3
    Tel: (212) 207-8786                      Tel: (416) 601-2445
    Fax: (212) 207-8785                      Fax: (416) 601-2423
    lipnick@assetalliance.com             gmcmillan@tailwindfc.com


    Walek & Associates                       Tailwind Financial, Inc.

    Mary Beth Kissane                        Andrew A. McKay
    Principal                                Chief Executive Officer
    317 Madison Avenue, Suite 2300           181 Bay Street, Suite 2040
    New York, NY 10017                       Toronto, Ontario, M5J 2T3
    Tel: (212) 590-0536                      Tel: (416) 601-2422
    Fax: (212) 889-7174                      Fax: (416) 601-2423
    mbkissane@walek.com                   amckay@tailwindfc.com



    Reconciliation of Adjusted EBITDA to GAAP Net Income                 TTM
    $mm                                                      September 2007A

    Net income (GAAP)                                                  (17.4)
    Interest                                                             1.0
    Taxes                                                                2.2
    Depreciation                                                         0.2
    Amortization                                                         0.1
    EBITDA                                                             (13.9)

    Management adjustments
    Impairment charges                                                  14.7
    Write off of IPO expenses                                            5.5
    Disposals of investments in preferred equity interests               1.9
    Litigation and insurance proceeds                                   (0.7)
    One-time legal fees                                                  0.1
    Consolidation entries                                                1.5
    Gain from Return of Equity Appreciation Rights                      (0.3)

    Pro-forma adjustments
    Recurring legal expenses                                            (0.2)
    Travel expense                                                       0.1
    Economic interest of AIP (minority interest)                        (0.5)

    Public company costs                                                 2.2
    Executive compensation arrangements                                 (0.3)
    Additional accounting staff                                         (0.3)

    Adjusted EBITDA                                                      9.8
    





For further information:

For further information: Don Sangster, Investor Relations, Jovian
Capital Corporation, (416) 933-5744; or Philip Armstrong, Chief Executive
Officer, Jovian Capital Corporation, (416) 933-5752

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JOVFUNDS MANAGEMENT INC.

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