Filed by Rodman & Renshaw Capital
Group, Inc.
Pursuant to Rule 425 under the
Securities Act of
1933 and deemed filed pursuant to Rule
14a-12
of the Securities Exchange Act of
1934
Subject Company: Cowen
Group, Inc.
Commission File No.: 001-33737
This
filing relates to a proposed business combination between Rodman & Renshaw
Capital Group, Inc. (“Rodman”) and Cowen Group, Inc. (“Cowen”).
This
communication does not constitute an offer to sell or the solicitation of an
offer to buy any securities or a solicitation of any vote or
approval. This material is not a substitute for the prospectus/proxy
statement Rodman would file with the SEC if an agreement between Rodman and
Cowen Group, Inc. (“Cowen”) is reached or any other documents which Rodman may
file with the SEC and send to Cowen and Rodman shareholders in connection with
the proposed transaction. INVESTORS AND SECURITY HOLDERS OF COWEN AND
RODMAN ARE URGED TO READ ANY SUCH DOCUMENTS FILED WITH THE SEC CAREFULLY IN
THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors
and security holders will be able to obtain free copies of any documents filed
with the SEC by Rodman through the website maintained by the SEC at www.sec.gov. Free
copies of any such documents can also be obtained by accessing the Investor
Relations section of Rodman’s website at www.rodm.com or
directing a request to Investor Relations, Rodman & Renshaw Capital Group,
Inc., 1251 Avenue of the Americas, New York, New
York 10020.
Rodman
and its directors and executive officers and other persons may be deemed to be
participants in the solicitation of proxies in respect of the proposed
transaction. Information regarding Rodman’s directors and executive
officers is available in its Annual Report on Form 10-K for the year ended
December 31, 2008, which was filed with the SEC on March 14, 2008, and its proxy
statement for its 2008 annual meeting of stockholders, which was filed with the
SEC on October 1, 2008. Other information regarding the participants
in a proxy solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in any proxy
statement/prospectus filed in connection with the proposed
transaction.
Statements
in this release that are “forward-looking statements” are based on current
expectations and assumptions that are subject to risks and
uncertainties. Actual results could differ materially because of
factors such as Rodman’s ability to achieve the synergies and value creation
contemplated by the proposed transaction, Rodman’s ability to promptly and
effectively integrate the businesses of Rodman and Cowen, the timing to
consummate the proposed transaction and any necessary actions to obtain required
regulatory approvals, and the diversion of management time on
transaction-related issues. For further information regarding risks
and uncertainties associated with Rodman’s business, please refer to the
“Management’s Discussion and Analysis of Financial Condition and Results of
Operations” and “Risk Factors” sections of Rodman’s SEC filings, including, but
not limited to, its annual report on Form 10-K and quarterly reports on Form
10-Q, copies of which may be obtained by contacting Rodman’s Investor Relations
department at (212) 356-0500 or at Rodman’s website at http://www.rodm.com.
All
information in this communication is as of the date hereof. Rodman
undertakes no duty to update any forward-looking statement to conform the
statement to actual results or changes in the company’s
expectations.
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THE
FOLLOWING IS THE TRANSCRIPT OF RODMAN’S INVESTOR CONFERENCE CALL HELD ON
DECEMBER 8, 2008.
