CALAMOS ASSET MANAGEMENT, INC. (NASDAQ:CLMS) Files An 8-K Completion of Acquisition or Disposition of Assets

Item2.01.

As previously disclosed, on January10, 2017, Calamos Asset
Management, Inc. (the Company) entered into an Agreement
and Plan of Merger (the Merger Agreement) with Calamos
Partners LLC, a Delaware limited liability company
(Parent), and CPCM Acquisition, Inc., a Delaware
corporation (Offeror) and wholly owned subsidiary of
Parent, to which, among other things, (i)Offeror and Parent
agreed to make a cash tender offer (the Offer) to purchase
all of the outstanding shares of the Companys ClassA Common
Stock, par value $0.01 per share (the Shares), at a
purchase price of $8.25 per Share in cash (the Offer
Price) and (ii)after the completion of the Offer and subject
to the satisfaction or waiver of certain conditions, the Offeror
would be merged with and into the Company, with the Company
continuing as the surviving corporation and a wholly owned
subsidiary of Parent (the Merger). Parent is controlled by
John P. Calamos, Sr., the founder, Chairman of the Board and
Global Chief Investment Officer of the Company. Mr.JohnS.
Koudounis, the Companys Chief Executive Officer, also has an
ownership interest in Parent.

The Offer expired at 11:59 p.m., New York City time, on
February17, 2017 (the Expiration Time). As of the
Expiration Time, 6,022,875 Shares (not including Shares tendered
by notice of guaranteed delivery) were validly tendered and not
properly withdrawn to the Offer. Excluding the Shares tendered to
the guaranteed delivery procedures, approximately 29.3% of the
total Shares issued and outstanding were tendered into and not
properly withdrawn from the Offer. Following the expiration of
the Offer and to the Merger Agreement, on February18, 2017,
Offeror accepted for payment all Shares validly tendered into and
not properly withdrawn from the Offer prior to the Expiration
Time.

On February21, 2017, to the Merger Agreement, Offeror merged with
and into the Company, with the Company continuing as the
surviving entity and a wholly-owned subsidiary of Parent. The
Merger was effected to Section251(h) of the General Corporation
Law of the State of Delaware to which no stockholder vote was
required to consummate the Merger. Each outstanding Share that
was not tendered and accepted to the Offer (other than Shares
held in the treasury of the Company, or that were owned at the
commencement of the Offer by Offeror and certain of its
affiliates, or owned by any stockholder that properly demanded
and perfected appraisal rights) was cancelled and converted into
the right to receive cash consideration (without interest) in an
amount equal to the Offer Price. The aggregate purchase price
payable to acquire the Shares in the Offer and the Merger is
approximately $135.7million.

The information set forth above is only a brief description of
the Offer and the Merger and does not purport to be complete and
is qualified in its entirety by reference to (i)the Merger
Agreement, a copy of which was filed as Exhibit 2.1 to the
Companys Current Report on Form 8-K filed with the Securities and
Exchange Commission (SEC) on January11, 2017 and (ii)the
description of the Merger Agreement included in the Offer to
Purchase, as amended, originally included as an exhibit to the
Schedule TO filed by Offeror and Parent with the SEC on
January18, 2017.

As a consequence of the Merger, the NASDAQ Stock Market
(Nasdaq) filed a Form 25 with the Securities and Exchange
Commission (SEC) to request the removal of the Shares from
listing on Nasdaq and to deregister the Shares under Section12(b)
of the Securities Exchange Act of 1934 (the Exchange Act).
The Shares have been suspended from listing on Nasdaq effective
prior to the open of business on February22, 2017. Following the
effectiveness of the delisting to the Form25, which will

occur 10 days after its filing, the Company expects to file a
certification and notice of termination on Form15 with the SEC to
deregister the Companys Shares under the Section12(g) of the
Exchange Act and to suspend the Companys reporting obligations
under Sections13 and 15(d) of the Exchange Act.

The information contained in Item3.01 is incorporated herein by
reference.

In connection with the Merger, all members of the board of
directors of the Company immediately prior to the effective time
of the Merger ceased to be directors of the Company, except for
John P. Calamos, who remained as the sole director immediately
following the effective time of the Merger.

In connection with the Merger, on February21, 2017 (i)the Second
Amended and Restated Certificate of Incorporation of the Company,
as amended, was amended and restated in its entirety as set forth
on Exhibit3.1 to this Form 8-K and (ii)the Third Amended and
Restated By-laws of the Company were amended and restated in
their entirety as set forth on Exhibit3.2 to this Form 8-K.

Item9.01 Financial Statements and Exhibits

(d)Exhibits

About CALAMOS ASSET MANAGEMENT, INC. (NASDAQ:CLMS)

Calamos Asset Management, Inc. is a holding company. The Company is the manager of Calamos Investments LLC, which owns and manages its operating companies. The Company provides investment advisory services to individuals and institutional investors through investment products that include open-end and closed-end funds (Funds), an exchange traded fund, separate accounts, offshore funds and partnerships. The subsidiaries through which the Company provides these services include Calamos Advisors LLC (CAL), an investment advisor; Calamos Financial Services LLC (CFS), a broker-dealer; Calamos Wealth Management LLC, an investment advisor, and Calamos Investments LLP, a United Kingdom-based investment advisor, and a distributor of the offshore funds and Company products.

CALAMOS ASSET MANAGEMENT, INC. (NASDAQ:CLMS) Recent Trading Information

CALAMOS ASSET MANAGEMENT, INC. (NASDAQ:CLMS) closed its last trading session up +0.04 at 8.28 with 1,315,353 shares trading hands.