Citigate Sard Verbinnen
NEWS
FOR IMMEDIATE RELEASE.
Contacts
For New Valley:
For GBI Capital Management:
George Sard/Anna Cordasco/Paul Caminiti
Richard Rosenstock
Citigate Sard Verbinnen
516/470-1101
212/687-8080
New Valley and GBI Capital Management Enter Into
Amendments to Previously Announced Ladenburg Agreement
GBI Capital Management Annual Meeting of Shareholders to be held on May 7
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MIAMI, FL, April 26, 2001 - New Valley Corporation (NASDAQ: NVAL) (“New Valley”)
and GBI Capital Management Corp. (AMEX:GBC) (“GBI”) today announced that they have entered
into certain amendments to the definitive agreement previously announced on February 9, 2001 under
which GBI will acquire New Valley’s broker-dealer subsidiary, Ladenburg, Thalmann & Co. Inc., in
exchange for a combination of cash, convertible promissory notes and shares of GBI’s common stock.
Upon completion of the transaction, as amended, the companies estimate that New Valley will own
approximately 52.5% of the outstanding shares of GBI.
Under the terms of the original agreement, New Valley and Berliner Effektengesellschaft AG
(“Berliner”) were to sell all of the outstanding shares of common stock of Ladenburg, Thalmann & Co.
Inc. (“Ladenburg”) to GBI for 18,181,818 shares of GBI common stock, $10,000,000 aggregate
principal amount of senior convertible promissory notes and $10,000,000 in cash. The agreement had
provided for an adjustment, in certain situations, of the purchase price to be paid by GBI for the
common stock of Ladenburg. The amendment replaces this purchase price adjustment clause. Under
the new provision, New Valley and Berliner will receive an additional number of shares of GBI
common stock based on the respective changes in the total stockholder equities of GBI and Ladenburg
through the end of the calendar month immediately preceding the month in which the closing of the
t