SWS Group Confirms Receipt Of $7/shr Acquisition Proposal From Hilltop

(RTTNews) - SWS Group Inc. (SWS) confirmed Friday that it received an unsolicited acquisition proposal from Hilltop Holdings Inc. (HTH) to acquire the outstanding common stock that Hilltop does not already own for $7.00 per share in 50% cash and 50% Hilltop common stock.

SWS Group said that its board will review the proposal to determine the course of action that it believes is in the best interests of the Company and its stockholders. The SWS Group Board will make its recommendation to stockholders in due course. SWS Group stockholders are advised to take no action at this time.

Earlier today, Hilltop Holdings said it submitted a written proposal to the SWS Group's Board of Directors to acquire all of the outstanding shares of SWS that it does not already own for $7.00 per share in 50% cash and 50% Hilltop common stock.

In 2011, Hilltop invested $50 million in SWS in the form of a senior unsecured loan. At the time of Hilltop's investment, Hilltop's Chairman, Gerald Ford, joined the Board of Directors of SWS and Hilltop's President and Chief Executive Officer, Jeremy Ford, became a non-voting observer to the SWS board.

In conjunction with Hilltop's investment in SWS, SWS issued Hilltop a warrant to purchase 8.70 million common shares of SWS at an exercise price of $5.75 per share. Hilltop currently beneficially owns 24% of SWS common stock, inclusive of the warrant. Hilltop currently has over $9 billion in assets, $1.2 billion of equity and approximately 4,750 employees.

Hilltop said it is prepared to expeditiously negotiate a definitive acquisition agreement with the SWS Board of Directors.

SWS is currently trading at $7.34, up $1.28 or 21.12%. HTH is now trading at $25.38, up $1.94 or 8.29%.