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RCS Capital Corporation Announces Agreement to Acquire Investors Capital Holdings

Press Release – RCS Capital Corporation (RCAP) announced today that on October 27, 2013, RCAP and a newly formed wholly owned subsidiary of RCAP entered into an agreement and plan of merger with Investors Capital Holdings, Ltd. (ICH) by which RCAP will acquire ICH for approximately $52.5 million, comprised of cash and RCAP common stock. Following the merger, ICH and its subsidiaries, through the leadership of Tim Murphy, CEO and President of ICH, and his management team, will continue to operate under current management and the “ICH” brand.

A four-time winner of Investment Advisor’s Broker-Dealer of the Year award, ICH is a financial services holding company that operates primarily through its wholly owned broker-dealer and registered investment adviser subsidiary, Investors Capital Corporation (“ICC”). ICC provides broker-dealer services to investors in support of trading and investment in securities, alternative investments and variable life insurance as well as investment advisory and asset management services.

With over 450 registered representatives in over 300 branch locations across the United States, following the acquisition by RCAP, ICH will constitute a new stand-alone line of business that is expected to complement RCAP’s existing revenue stream from its other current lines of business: a wholesale broker-dealer; investment banking and capital markets services; transaction management; and transfer agency businesses.  Upon the closing of the ICH acquisition, RCAP expects that it will have deployed the remaining proceeds from its June 2013 initial public offering.

Nicholas S. Schorsch, Chairman of RCAP, commented, “By welcoming ICH into RCAP’s expanding roster of financial services companies, we continue to diversify our platform, expand and complement our distribution channels, expand the RCAP management team’s expertise and grow revenue. This transaction is expected to enhance value for our equity investors by expanding our exposure to the retail broker-dealer and investment advisory space, thereby strengthening RCAP’s income stream with another strong business line.”

William M. Kahane, Chief Executive Officer of RCAP, commented, “With over $1 billion of assets under management and over 450 financial advisors, ICH is one of the premier independent broker-dealers in the United States. We are excited to work with Tim Murphy and we jointly aim to transform the alternative investment financial advisory sector.”

Timothy B. Murphy, President and Chief Executive Officer of ICH, commented, “We are excited at the opportunities afforded to ICH by this partnership. The combined capabilities of ICH and RCAP position us strategically to pursue our vision of becoming not the biggest but the best independent broker-dealer in the industry.”

The transaction is subject to the approval of ICH’s stockholders, as well as certain regulatory approvals and filings and other customary closing conditions.  The transaction is expected to close in the first quarter of 2014.

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