Sculptor committee says bidder consortium proposal not superior

Sculptor Capital Management (SCU) announced that its special committee of independent members of the Company’s Board of Directors has received a series of revised, unsolicited, non-binding proposals from a consortium of bidders led by the founder of “Bidder J” as described in the Company’s preliminary proxy statement filed with the Securities and Exchange Commission on August 21, 2023. Consistent with its fiduciary duties, the Special Committee, in consultation with its outside legal and financial advisors, carefully reviewed the Consortium’s revised proposals. The Special Committee has not concluded that the Consortium’s most recent revised proposal constitutes a superior proposal or is reasonably expected to lead to a superior proposal as defined in the Company’s merger agreement with Rithm Capital Corp (RITM). Notwithstanding its proposed price of $12.76 per Class A Share, the Special Committee cannot support a transaction that has significantly less certainty of closing than the transaction with Rithm. In making its determination, the Special Committee considered that, even after it provided feedback to Bidder J multiple times (including detailed written feedback provided as recently as yesterday), the Consortium’s proposal continues to lack certainty of closing and presents significantly higher execution risk for Sculptor’s stockholders than the Rithm transaction. Specifically, the Special Committee believes the Consortium’s proposed transaction is significantly less likely to close.