Esposito Global Announces Proposal to acquire SWS Group, Inc. (NYSE: SWS) at $8.00 a Share in Cash

DALLAS, Feb. 18, 2014 /PRNewswire/ -- Esposito Global notified the Special Committee of Board of Directors of SWS Group, Inc. (NYSE: SWS) on February 12, 2014, that it is prepared to make a proposal, subject to certain conditions, to acquire all the outstanding common shares of SWS in a business combination at a price of $8.00 a share in cash.  Esposito Global is a rapidly growing, fast-paced, technology-driven firm whose mission is to provide exemplary products and services to their clients. Esposito Global strives to earn and maintain the trust of clients and employees through dedication to their core values of integrity, commitment, respect, and innovation. Esposito is in the midst of expansion in virtually every segment of the company to accommodate the rapid organic growth of its client base and acquisition strategy. 

The proposal from Esposito Global represents a 32% premium above the closing price of SWS common stock of $6.06 on January 9, 2014, the last business day prior to the public announcement that Hilltop Holdings Inc. had made an offer to acquire SWS on January 10, 2014.   In addition, Esposito Global's proposal represents a 14.3% premium above the price currently offered by Hilltop, as set forth in its Schedule 13D filed with the Securities and Exchange Commission. Esposito believes its proposal clearly represents an attractive value realization event for the shareholders of SWS.  Moreover, the consideration offered under the proposal would be payable entirely in cash at the closing of the business combination.

The proposal from Esposito Global is subject to certain conditions, including completion of customary due diligence, arranging for outside financing, negotiation of definitive agreements and receipt of required governmental and third party approvals. 

About Esposito Global

Esposito Global is the corporate brand for the Esposito family of financial services companies. Its affiliates include Esposito Securities, Esposito Partners, and Esposito Private Equity Group.  Esposito Securities was founded in 2006 and serves institutional investment clients worldwide.  Mr. Mark A. Esposito leads Esposito Global and we believe that the businesses of Esposito and SWS have significant overlap and offer tremendous opportunity for further growth.  Mr. Esposito previously served a five-year tenure at SWS and originally came to Dallas to start the SWS portfolio trading business.  We believe that he has a deep knowledge of SWS and the industry in which it participates and knowledge would facilitate the structuring and consummation of this transaction and be a catalyst to effect positive change for both companies and their employees.  To experience the Esposito commitment to customer service and for further information on our products and services, please contact us at [email protected] or visit www.espositoglobal.com.

About SWS Group, Inc.

As described in its public filings, SWS Group, Inc. is a publicly traded, Dallas based company that was originally established as a broker-dealer in 1972. Since its inception, SWS has expanded its business segments and currently functions in the areas of retail brokerage, securities clearing, institutional brokerage, and banking and has provided industry leading services for RIAs and other broker-dealers throughout its existence. These subsidiary companies exist as Southwest Securities, Inc., SWS Financial Services, Inc., and Southwest Securities, FSB. Collectively, they make up one of the region's leading securities firms.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which may be may be identified by the context in which the statements are made and generally arise when Esposito Global is discussing its beliefs, estimates or expectations regarding future events.  Forward-looking statements include, but are not limited to, statements regarding proposals, plans and intentions of Esposito Global, the steps that would be taken to effect a business combination between Esposito Global and SWS Group, Inc. and the benefits expected to be derived from such a business combination. These statements represent only Esposito Global's beliefs at the time the statements were made, and are subject to certain risks, uncertainties and other factors. Actual future events and outcomes may differ materially from what is expressed, anticipated or forecast in such forward-looking statements.  Certain factors will could affect the forward-looking statements in this this press release include the nature of any response received from SWS regarding the proposed business combination, the results of any due diligence review that may be undertaken by Esposito Global, the satisfaction of conditions to which the proposal is subject and market and other factors, many of which are outside the control of Esposito Securities.  Except as required by law, Esposito Securities undertakes no duty to update any forward-looking statement to reflect future events, events or developments relating to the subject matter of this press release.

SOURCE Esposito Global