Palm Beach, FL 6/20/12 (StreetBeat) -- National Patent Development Corporation (OTCBB: NPDV) and The Winthrop Corporation today announced the signing of a definitive agreement for the merger of The Winthrop Corporation with a wholly owned subsidiary of National Patent. The Winthrop Corporation, which will be the surviving entity in the merger, is the parent company of Wright Investors’ Service, Inc. Wright is an investment management and financial advisory firm headquartered in Milford, Connecticut. As of March 31, 2012, Wright had approximately $1.6 billion of assets under management.
The companies anticipate closing the proposed merger in the fourth quarter of 2012 following receipt of required regulatory approvals, approval by the shareholders of The Winthrop Corporation, the receipt of certain third-party consents and the satisfaction of other conditions to closing. The aggregate consideration of approximately $6.6 million will be paid with a combination of cash on hand and restricted stock of National Patent and is subject to downward adjustment in certain circumstances. At March 31, 2012, National Patent had cash and cash equivalents of approximately $26,800,000. The Boards of Directors of National Patent and The Winthrop Corporation have each approved the transaction.
Harvey P. Eisen, Chairman and CEO of National Patent, commented, “We believe Wright is the ideal company to partner with in the asset management space. Wright brings the stability of a 50-year track record, proven management in place, and a time-tested, diversified suite of high-quality products to serve the investment management needs of individuals, community banks, institutions and labor unions. Wright will be the centerpiece of our growth strategy. We are very enthusiastic about this merger, and we intend to change our name to include the word “Wright” following the closing of the transaction.”
Peter M. Donovan, CFA®, Chairman and CEO of Wright, commented, “This merger will enable Wright to expand upon its tradition of excellence in investment management and client service. Throughout the Firm’s 50-year history, it has been committed to the highest fiduciary standards. With this transaction, we will have the means to expand significantly and at a much faster rate.”
Thomas J. Hayes, Chief Operating Officer of National Patent, added, “We are looking forward to a long-term partnership with the clients, management and employees of Wright. We believe the Wright platform will provide us the opportunity to grow into a significantly larger, world-class asset management franchise over time.”
National Patent Development Corporation is a Delaware corporation headquartered in Mount Kisco, New York and is currently a “shell company” as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended. Until such time as the liquid assets of National Patent are so deployed into operating businesses, National Patent intends to continue to invest such assets in high-grade, short-term investments (such as cash equivalents) consistent with the preservation of principal and maintenance of liquidity. Mr. Eisen has more than 30 years of experience in the investment industry. He is consulted frequently for his views by national media and is a regular guest on CNN and CNBC. Through Bedford Oak Advisors, LLC, Mr. Eisen, Chairman, and Mr. Hayes, Managing Director, manage private investment funds that own approximately 30% of National Patent’s outstanding common stock.
The Winthrop Corporation, through its wholly-owned subsidiary Wright Investors’ Service, Inc., is an investment management and financial advisory firm that is known for its disciplined and quality focus. For more than 50 years, Wright has used well-defined and sophisticated investment strategies to help institutions, plan sponsors, bank trust departments, trust companies and individual investors achieve their financial objectives through a sensible approach to managing assets that balances risk and return. At the center of Wright’s investment process is the Wright Investment Committee. The Committee consists of a select group of senior investment professionals who are supported by an experienced staff. Founded as a research organization in 1960, Wright develops and publishes investment research reports on over 35,000 companies worldwide along with its established investment commentaries on the economy and investment markets.
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