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Associated Capital Group, Inc. Commences Offer to Exchange

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RYE, N.Y., Feb. 1, 2018 /PRNewswire/ — Associated Capital Group, Inc. (NYSE: AC) (“AC”) announced today that it has commenced an offer to exchange up to 1,000,000 shares of its Class A common stock, for shares of Class A common stock of GAMCO Investors, Inc. (NYSE: GBL) (“GBL”) that AC beneficially owns.  For each share of AC Class A common stock that is validly tendered and not validly withdrawn, an AC stockholder will receive 1.35 shares of GBL Class A common stock (the “exchange ratio”), together with cash in lieu of any fractional share of GBL Class A common stock, without interest and less any applicable withholding taxes. This exchange ratio is fixed and will not be adjusted to reflect share price changes of the AC Class A common stock or GBL Class A common stock prior to the closing of the exchange offer.  Based on the closing price of the GBL Class A common stock on the NYSE on January 31, 2018 of $29.48, the exchange ratio represents a 12.9% discount to the closing share price of the GBL Class A common stock.  Stated another way, based on such closing price, for each $1.00 of AC Class A common stock accepted in this exchange offer, AC stockholders will receive approximately $1.15 of GBL Class A common stock.  As of January 31, 2018, the closing price of the AC Class A common stock on the NYSE was $34.65.  The exchange offer and withdrawal rights are scheduled to expire at 5:00 p.m., New York City time, on March 5, 2018, unless the exchange offer is extended or terminated.

AC stockholders have the option to exchange all, some or none of their shares of AC Class A common stock for shares of GBL Class A common stock, subject to proration if the exchange offer is oversubscribed.  If the exchange offer is fully subscribed, AC will repurchase approximately 22.5% of its outstanding shares of Class A common stock.  As permitted under the rules of the Securities and Exchange Commission (“SEC”), if the exchange offer is oversubscribed, AC may exchange up to an additional 88,948 shares of AC Class A common stock (or an additional 2% of the outstanding shares of AC Class A common stock as of January 31, 2018) for GBL Class A common stock, without amending or extending the exchange offer.

As of the date hereof, AC

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