ITEM 8.01 OTHER EVENTS.
As previously disclosed, on December 2, 2020, Waddell & Reed Financial, Inc., a
Delaware corporation (the "Company"), entered into an Agreement and Plan of
Merger (the "merger agreement") with Macquarie Management Holdings, Inc., a
Delaware corporation ("Macquarie"), Merry Merger Sub, Inc., a Delaware
corporation and a wholly-owned subsidiary of Macquarie (the "Merger Sub"), and
(solely for limited purposes) Macquarie Financial Holdings Pty Ltd, an
Australian proprietary company formed under the laws of the Commonwealth of
Australia, providing for, subject to the satisfaction or waiver of certain
conditions, the acquisition of the Company by Macquarie. Subject to the terms
and conditions of the merger agreement, Merger Sub will be merged with and into
the Company (the "merger"), with the Company surviving the merger as a
wholly-owned subsidiary of Macquarie.
On January 28, 2021, the Company and Macquarie jointly filed a final joint
voluntary notice for review by the Committee on Foreign Investment in the Unites
States ("CFIUS"), which CFIUS accepted for review by letter dated February 4,
2021. In that letter, CFIUS confirmed that February 4, 2021 is the first day of
the initial 45-day review period and that this initial review period will
conclude no later than March 22, 2021. On March 22, 2021, CFIUS notified the
parties that CFIUS has determined that there are no unresolved national security
concerns with respect to the merger and its review with respect to the merger is
concluded.
Receipt of the CFIUS clearance satisfies a certain condition to the closing of
the merger. The closing of the merger remains subject to the satisfaction or
waiver of the remaining conditions to the merger set forth in the merger
agreement.
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WADDELL & REED FINANCIAL, INC. 