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SCHEDULE 14A
(RULE 14A-101)
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant X
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Check the appropriate box:
__ Preliminary Proxy Statement
__ CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE
14A-6(E)(2))
__ Definitive Proxy Statement
__ Definitive Additional Materials
X Soliciting Material Pursuant to Rule 14a-12
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FILING BY:
NVEST, L.P.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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___ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
_________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
_________________________________________________________________
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11(set forth the
amount on which the filing fee is calculated and state how it
was determined):
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Nvest Companies, L.P. 617 578-3500
399 Boylston Street
Boston, Massachusetts 02116
[Nvest Logo]
NEWS RELEASE
FOR IMMEDIATE RELEASE
Contact: Laurence J. Dwyer 617/578-1686
Wendy E. Devine 617/578-1884
French Firm, CDC Asset Management, to Acquire Nvest, L.P. for $40 per Unit;
Nvest Will Continue to Operate Independently and
Will Utilize CDC's Resources to Expand Globally
BOSTON (June 16, 2000) -- Nvest, L.P. (NYSE: NEW), its operating
partnership, Nvest Companies, L.P., and CDC Asset Management, the leading French
institutional money management company announced today that they have reached a
definitive agreement for CDC Asset Management to acquire all the outstanding
units of Nvest, L.P. and Nvest Companies, L.P. for $40 per unit. The transaction
values the firm at $2.2 billion, including the firm's $311 million in funded
debt and includes the 48 percent ownership of MetLife and the general partner of
the partnership.
CDC Asset Management is the investment management arm of France's Caisse
des depots Group (CDC). Founded in 1816, the Paris-based CDC is a major
diversified financial institution with a strong global presence in the banking,
insurance, investment banking, asset management and global custody industries.
Among CDC Asset Management's shareholders are CDC Finance, the investment
banking arm of CDC; Caisses d'epargne, the French savings bank network; and CNP
Assurances, France's leading life insurer. When the transaction is completed,
the combined firm will have over $300 billion in assets under management, as of
March 31, 2000, making it one of the top twenty money managers in the world and
one of the top ten in Europe.
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Nvest will be renamed CDC Asset Management-North America. It will continue
to utilize the holding company structure and Nvest affiliates will retain their
investment independence, brand names, management and operating autonomy. Peter
S. Voss will continue as Chief Executive Officer of the company and its North
American operations and will serve on the Executive Board of CDC Asset
Management. Daniel Roy, Chairman of the Executive Board of CDC Asset Management,
will be Chairman of CDC Asset Management-North America.
"We are extremely happy today to announce that we will be joining forces
with one of the most important financial institutions in Europe," said Mr. Voss.
"We have compiled a strong record of growth during the last seven years and will
continue to aggressively expand our business in the U.S. We do, however, believe
it is essential for us to have a strategic partnership with a major
international firm and be part of a truly global firm. Our partnership with CDC
Asset Management will enable us to compete more effectively in the growing
market for global investment products, both institutional and individual, that
is sweeping across Europe and Asia."
"In many ways, CDC Asset Management is the ideal partner for us," Mr. Voss
added. "It is part of a major financial services firm in one of the largest
economies in Europe and has already laid the foundation for a strong presence in
other European markets. We, of course, have a solid base of business in the U.S.
and the combined firm is well positioned to build on both of our initial efforts
in Asia. CDC Asset Management's expertise in European equity and fixed income
management will be a great complement and resource for our premier group of U.S.
investment management firms. Their distribution channels will be able to utilize
our wide breadth of products for its client base, particularly in the pension,
defined contribution and mutual fund businesses. Together, the combined company
will be able to offer a comprehensive range of global products."
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"The acquisition of Nvest is an important part of our strategy to become a
global management house," said Gerard Barbot, Chairman of the Supervisory Board
of CDC Asset Management. "Nvest represents an ideal partner for us in the U.S.
that significantly enhances our global asset management capabilities with
several highly respected brand names and premier products. This transaction
offers attractive potential synergies with our current asset management, as well
as our distribution partners in Europe and Asia." Daniel Roy, Chairman of the
Executive Board added, "We are also happy to have found first-class teams of
investment professionals largely recognized for the quality of their portfolio
management. In addition to enhancing our presence in the U.S., we are convinced
that we will be able, together with Nvest, to widen our product range, including
a multi-manager offering and to boost the development of our Asian activities
and therefore to better serve our European, U.S. and international clients."
Nvest will continue to work closely with its former unitholder, MetLife, to
provide its clients with strong investment products. Said Mr. Voss, "Nvest has
built a strong relationship with MetLife, beginning with our early roots at New
England Financial. We provide investment services for a large number of its
products and platforms and MetLife will remain a large and important client.
MetLife is one of the top financial services firms in America and we remain
committed to performance for current products and to providing new and
competitive investment opportunities for its various platforms."
The transaction is subject to the approval of Nvest unitholders, as well as
regulatory and client approvals. The price is subject to adjustments and
conditions set forth in the agreement. The firms expect to complete the
transaction before the end of the year. Nvest anticipates paying 80 percent of
its operating cash flow in distributions until the transaction is completed.
Credit Suisse First Boston represented Nvest and Donaldson, Lufkin & Jenrette
represented CDC Asset Management on the transaction.
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With $170 billion of assets under management, CDC Asset Management is
France's foremost institutional investment manager and among the top fifteen in
Europe. The firm provides a large array of investment management services to
European and international, mostly institutional, clients. Based in Paris, the
company has subsidiaries in Frankfurt, Tokyo and Singapore.
Through its partnership with Nvest Companies, L.P., Nvest has 18 affiliates
and divisions with $134 billion in assets under management, as of March 31,
2000. These affiliates and divisions offer a wide array of investment styles and
products to institutional and individual clients. They are: AEW Capital
Management; Back Bay Advisors; Capital Growth Management; Harris Associates;
Jurika & Voyles; Kobrick Funds; Loomis, Sayles & Co.; Nvest Advisor Services;
Nvest Associates; Nvest Funds; Nvest Managed Account Services Company; Nvest
Retirement Services; Nvest Services Company; Reich & Tang Capital Management;
Reich & Tang Funds; Snyder Capital Management; Vaughan, Nelson, Scarborough &
McCullough; and Westpeak Investment Advisors.
Certain statements in this news release may constitute forward-looking
statements within the meaning of the federal securities laws. Such statements
should be considered in light of the risks and uncertainties associated with
Nvest, L.P. and Nvest Companies, L.P. and their businesses; economic and market
conditions prevailing from time to time; and the application and interpretation
of federal and state tax laws and regulations, all of which are subject to
material changes and which may cause actual results and the timing of certain
events to vary materially from what had been anticipated. Certain factors that
affect Nvest, L.P. and Nvest Companies, L.P. have been described in Nvest,
L.P.'s public filings, including its Annual Report on Form 10-K for the year
ended December 31, 1999, particularly under Item 1, "Business - Forward-Looking
Statements," and include factors such as conditions affecting fee revenues,
reliance on key personnel, competition, regulatory and legal factors, and tax
considerations. Readers are encouraged to review these factors carefully.
* * *
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NVEST, L.P. WILL BE FILING A PROXY STATEMENT WITH THE SECURITIES AND
EXCHANGE COMMISSION (SEC) AS SOON AS PRACTICABLE. THE PROXY STATEMENT WILL BE
SENT TO UNITHOLDERS OF NVEST, L.P. SEEKING THEIR APPROVAL OF THE PROPOSED
MERGER TRANSACTION. UNITHOLDERS OF NVEST, L.P. ARE URGED TO READ THE PROXY
STATEMENT TO BE FILED WITH THE SEC BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION. WHEN FILED, THE PROXY STATEMENT AND OTHER INFORMATION FILED BY
NVEST, L.P. CAN BE OBTAINED FREE OF CHARGE AT THE INTERNET WORLD WIDE WEB
SITE MAINTAINED BY THE SEC AT "http://www.sec.gov." IN ADDITION DOCUMENTS
FILED WITH THE SEC BY NVEST, L.P. WILL BE AVAILABLE FREE OF CHARGE FROM THE
CORPORATE SECRETARY OF NVEST, L.P. AT 399 BOYLSTON STREET, BOSTON,
MASSACHUSETTS 02116, TELEPHONE (617) 578-3500.
NVEST, L.P., THE DIRECTORS OF ITS GENERAL PARTNER, NVEST CORPORATION, THEIR
EXECUTIVE OFFICERS AND CERTAIN OTHER MEMBERS OF NVEST, L.P. MANAGEMENT AND
EMPLOYEES, AND METROPOLITAN LIFE INSURANCE COMPANY, MAY BE SOLICITING PROXIES
FROM NVEST, L.P. UNITHOLDERS IN FAVOR OF THE MERGER. INFORMATION CONCERNING
NVEST, L.P.'S PARTICIPANTS IN THE SOLICITATION IS SET FORTH IN ITS ANNUAL REPORT
ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1999, FILED WITH THE SEC ON MARCH
28, 2000.
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Nvest, L.P.
Fact Sheet
o A limited partnership, Nvest, L.P. is listed on the New York Stock Exchange
under the symbol NEW. Nvest Companies, L.P. is its operating partnership.
o Headquartered in Boston
o $134 billion in assets under management
o $87 billion in institutional accounts, primarily pension and other tax
exempt accounts
o $10 billion in private accounts
o $37 billion in mutual funds
o Mutual Funds:
o 25 load mutual funds offered by Nvest Funds
o 22 money market and short-term funds and 2 equity mutual funds managed
by Reich & Tang and marketed primarily through financial institutions,
often under their own names
o 18 no-load mutual funds and 9 investment trusts offered by Loomis,
Sayles & Company
o 7 no-load mutual funds offered by Harris Associates/The Oakmark Funds
o 3 load mutual funds managed by Kobrick Funds and distributed through
Nvest Funds
o 3 no-load mutual funds offered by Jurika & Voyles
o 6 distribution and services units
o 1,585 employees
o Located in 14 cities
o Business units and affiliates include:
AEW Capital Management
Back Bay Advisors
Capital Growth Management
Harris Associates
Jurika & Voyles
Kobrick Funds
Loomis, Sayles & Company
Nvest Advisor Services
Nvest Associates
Nvest Funds
Nvest Managed Account Services
Nvest Retirement Services
Nvest Services Company
Reich & Tang Capital Management
Reich & Tang Funds
Snyder Capital Management
Vaughan, Nelson, Scarborough & McCullough
Westpeak Investment Advisors
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Caisse des depots Group (CDC)
Fact Sheet
o Founded in 1816 by Louis XVIII to safeguard private deposits from
government abuse.
o AAA rated, French state-owned public sector institution
o Operates under the supervision of an independent Supervisory Board, made up
of representatives of the French Parliament, the judiciary, the French
Treasury and the Governor of Banque de France, the country's central bank.
o 32,000 employees
CDC AFFILIATES
CDC ASSET MANAGEMENT
o France's leading institutional investment manager and one of the Top 15 in
Europe
o Headquartered in Paris
o Specializes in investment services primarily for French institutions,
corporations, high net worth investors and third party distributors
o Products include European equities and bonds, asset allocation funds,
emerging equities and bonds, enhanced money market funds and guaranteed
products
o 178 billion euros in assets under management, as of March 31, 2000:
o 59% Fixed Income
o 21% Equities
o 20% Money Market
o Client Base (based on fees):
o 34.9% Distribution Networks
o 34.8% Banks and Institutions
o 27.7% Insurance Savings Banks
o 2.6% Other
o Five affiliates:
o CDC Asset Management-Japan (Tokyo)
o CDC Asset Management-Asia (Singapore)
o CDC Asset Management-Deutschland (Frankfurt)
o Caspian Asset Management (New York)
o CIMCO (New York)
o Ownership:
o 60% owned by CDC Finance
o 20% owned by CNP Assurances
o 20% owned by Caisse Nationale des Caisses d'Epargne (CNCE), the
state-owned savings bank
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CNP ASSURANCES (CNP)
o The leading life insurance company in France and the fourth largest in
Europe
o 110 billion euros in assets under management as of December 31, 1999.
o 14 million policy holders
o Ownership:
o 23% publicly owned
o 40% owned by CDC
o 37% owned by various distribution networks and commercial partners
CAISSE NATIONALE DES CAISSES D'EPARGNE (CNCE)
o State-owned savings bank and the largest banking network in France
o 35% owned by CDC
o Manages 239 billion euros in French savings funds
o 21 billion euros in mutual fund assets managed by CDC Asset Management for
Ecureuil Gestion, the fund management arm of CNCE.
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