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Gabelli Asset Management Company (NYSE: GBL; GAMCO) announced that, following a favorable Delaware
Chancery Court ruling on its appraisal case involving the recent sale/merger of Carter-Wallace, Inc.,
GAMCO's clients have received more than $29 per share of settlement proceeds for the Carter-Wallace
shares that GAMCO had held for them -- or more than 40% above the $20.44 per share that had been
offered in the Carter-Wallace transactions.
Mario Gabelli, Chairman of Gabelli Asset Management said, "We are pleased with this outcome, which
vindicates our decision to undertake the lengthy and time-consuming pursuit of the appraisal rights
process. We did so both to underscore our willingness to fight for clients, and to demonstrate the
value of our unique Private Market Value (PMV) with a Catalyst research."
Corporate governance and value investing expert Martin J. Whitman extended his congratulations "on
the excellent result achieved in the Delaware Appraisal Proceeding. Only a very superior money manager
could have achieved this kind of result in an area marked both by procedural difficulties for
dissenters; and a long history of cases where awards have represented a lot less than full value for
dissenters," he said. Mr. Whitman is Chairman, CEO, and portfolio manager of the Third Avenue Small
Cap Value Fund, a Management Fellow of the Yale University School of Management, and the author of a
highly respected book: "Value Investing: A Balanced Approach."
Background
On September 28, 2001, Carter-Wallace, Inc. was sold in a combination merger and asset sale deal that
resulted in a payment to shareholders of $20.44 per share in cash -- a price substantially below the
$22.59 closing pre-announcement stock price and substantially below the valuation that GAMCO believed
should have been realized on sale of the company, based on GAMCOs' Private Market Value with Catalyst
equity research.
Therefore GAMCO elected to withhold shares on behalf of its clients and to pursue an appraisal
proceeding in the Delaware Courts to have the Court set the actual value of Carter-Wallace. GAMCO
conducted discovery, hired an expert and went to a trial. The case was fully tried in March of 2003,
and the briefing was complete by late June of 2003. The court issued its written ruling in GAMCO's
favor in mid-August. The parties settled the matter in October on terms reflecting that ruling and
the settlement proceeds have been distributed.
Gabelli Asset Management Inc., through its subsidiaries, manages approximately $27 billion in assets
of private advisory accounts (GAMCO), mutual funds and closed-end funds (Gabelli Funds, LLC), and
partnerships and offshore funds (Alternative Investment Group).
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