EATON VANCE CORP. Two International Place Boston
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EATON VANCE CORP. Two International Place Boston, Massachusetts 02110 NOTICE OF ACTION BY WRITTEN CONSENT AND INFORMATION STATEMENT Dear Stockholder of Eaton Vance Corp.: This notice of action by written consent and the accompanying information statement/prospectus (the ‘‘Information Statement/Prospectus’’) are being furnished to holders of non-voting common stock of Eaton Vance Corp., a Maryland corporation (‘‘Eaton Vance’’, the ‘‘Company’’, ‘‘we’’, ‘‘us’’ or ‘‘our’’). On October 7, 2020, the Company entered into an Agreement and Plan of Merger (the ‘‘Merger Agreement’’) with Morgan Stanley, a Delaware corporation (‘‘Morgan Stanley’’), Mirror Merger Sub 1, Inc., a Maryland corporation and wholly owned subsidiary of Morgan Stanley (‘‘Merger Sub 1’’), and Mirror Merger Sub 2, LLC, a Maryland limited liability company and a wholly owned subsidiary of Morgan Stanley (‘‘Merger Sub 2’’). Upon the terms and subject to the conditions of the Merger Agreement, (i) Merger Sub 1 will merge with and into the Company (the ‘‘First Merger’’), with the Company surviving as a wholly owned subsidiary of Morgan Stanley, and (ii) immediately following the completion of the First Merger, the Company, as the surviving corporation from the First Merger, will merge with and into Merger Sub 2 (the ‘‘Second Merger’’ and, together with the First Merger, the ‘‘Mergers’’), with Merger Sub 2 surviving the Second Merger and continuing as a wholly owned direct subsidiary of Morgan Stanley. A copy of the Merger Agreement is included as Annex A to the Information Statement/Prospectus. Pursuant to the Merger Agreement, at the effective time of the First Merger (the ‘‘Effective Time’’), each share of Company non-voting common stock (the ‘‘Eaton Vance Non-Voting Common Stock’’) and each share of Company voting common stock (the ‘‘Eaton Vance Voting Common Stock’’ and together with the Eaton Vance Non-Voting Common Stock, the ‘‘Eaton Vance Common Stock’’) issued and outstanding immediately before the Effective Time (other than shares owned by Morgan Stanley or a subsidiary of the Company) will convert into, at the election of the holder, the right to receive (the consideration such holder elects, the ‘‘Merger Consideration’’): (i) (a) 0.5833 shares of common stock of Morgan Stanley (the ‘‘Morgan Stanley Common Stock’’) and (b) $28.25 in cash (the ‘‘Mixed Consideration’’); (ii) an amount of cash, without interest (the ‘‘Cash Consideration’’), equal to the sum (rounded to two decimal places) of (a) $28.25 and (b) the product obtained by multiplying 0.5833 by the volume-weighted average price (rounded to four decimal places) of one share of Morgan Stanley Common Stock on the New York Stock Exchange for the period of ten consecutive trading days ending on the second full trading day prior to the Effective Time (the ‘‘Morgan Stanley Common Stock Reference Price’’); or (iii) a number of shares of Morgan Stanley Common Stock (the ‘‘Stock Consideration’’) equal to the sum of (a) 0.5833 and (b) the quotient (rounded to four decimal places) obtained by dividing $28.25 by the Morgan Stanley Common Stock Reference Price. The Merger Consideration to be paid to holders of Eaton Vance Common Stock who do not make an election will be the Mixed Consideration. The Merger Consideration to be paid to holders of Eaton Vance Common Stock electing to receive the Cash Consideration or the Stock Consideration in connection with the Mergers is subject, pursuant to the Merger Agreement, to automatic adjustment, as applicable, to ensure that the total amount of cash paid and the total number of shares of Morgan Stanley Common Stock issued in the Mergers (other than in respect of certain shares of Eaton Vance Common Stock held by Morgan Stanley or a subsidiary of the Company) is the same as what would be paid and issued if all holders of Eaton Vance Common Stock entitled to the Merger Consideration were to receive the Mixed Consideration at the Effective Time. No fractional shares of Morgan Stanley Common Stock will be issued in the Mergers, and holders of Eaton Vance Common Stock will receive cash in lieu of any fractional shares of Morgan Stanley Common Stock. Shares of Morgan Stanley Common Stock are traded on the New York Stock Exchange under the symbol ‘‘MS’’ and shares of Eaton Vance Non-Voting Common Stock are traded on the New York Stock Exchange under the symbol ‘‘EV’’. The closing price per share of Eaton Vance Non-Voting Common Stock on October 7, 2020, the last trading day before the public announcement of the Mergers, was $40.94. Based on the three-day volume-weighted average price of a share of Morgan Stanley Common Stock prior to October 7, 2020, the Merger Consideration represented approximately $56.50 in implied value for each share of Eaton Vance Common Stock. The closing price per share of Eaton Vance Non-Voting Common Stock on January 15, 2021, the most recent practicable trading day prior to the date of this Information Statement/Prospectus for which this information was available, was $71.82. Based on the three-day volume-weighted average price of a share of Morgan Stanley Common Stock on January 15, 2021 of $75.64, the Merger Consideration represented approximately $72.37 in implied value for each share of Eaton Vance Common Stock. The Merger Agreement contemplated that Eaton Vance would pay prior to the Effective Time a cash dividend equal to $4.25 per share of Eaton Vance Common Stock to holders of record of shares of Eaton Vance Common Stock as of the applicable record date (the ‘‘Special Dividend’’). The Special Dividend was paid by Eaton Vance on December 18, 2020 to holders of record on December 4, 2020. If the Mergers are completed, you will be entitled to receive, at your election, either the Mixed Consideration, the Cash Consideration or the Stock Consideration, for each share of Eaton Vance Common Stock owned by you, subject to automatic adjustment as set forth in the Merger Agreement and described in the Information Statement/Prospectus. If you do not make an election and the Mergers are completed, you will receive the Mixed Consideration. The board of directors of the Company (the ‘‘Board’’) carefully reviewed and considered the terms and conditions of the Merger Agreement, the Mergers and the other transactions contemplated by the Merger Agreement (the ‘‘Transactions’’). The Board unanimously (i) determined that the Merger Agreement and the Mergers and the other Transactions are in the best interests of the Company and its stockholders, (ii) approved and declared advisable and in the best interests of the Company and its stockholders the Mergers and the other Transactions on the terms and subject to the conditions set forth in the Merger Agreement, (iii) directed the approval of the Mergers and the other Transactions on the terms and conditions set forth in the Merger Agreement be submitted to the Voting Trustees (the ‘‘Voting Trustees’’) of the voting trust (the ‘‘Voting Trust’’) created pursuant to that certain Voting Trust Agreement dated as of October 30, 1997, as amended (the ‘‘Voting Trust Agreement’’), the holders of outstanding Voting Trust Receipts (the ‘‘Voting Trust Receipts’’), and the Voting Trust, the sole holder of Eaton Vance Voting Common Stock, for consideration, and (iv) recommended the approval of the Merger Agreement, the Mergers and the other Transactions by the Voting Trustees (in their capacities as such), the holders of Voting Trust Receipts (in their capacities as such) and the Voting Trust. Under Section 3-105 of the Maryland General Corporation Law (the ‘‘MGCL’’) and the Company’s Articles of Incorporation, as amended, the approval of the Mergers by the Company’s stockholders required the affirmative vote of the holders of a majority of outstanding shares of Eaton Vance Voting Common Stock. As of October 7, 2020, the Voting Trust held all of the outstanding shares of Eaton Vance Voting Common Stock. Under the Voting Trust Agreement, which governs the Voting Trust, the approval of the Mergers by the Voting Trust required the vote or written consent of at least a majority of the Voting Trustees and the vote or written consent of the holders of at least a majority of the outstanding Voting Trust Receipts. On October 7, 2020, the Voting Trustees unanimously approved the Merger Agreement and the Mergers, the holders of outstanding Voting Trust Receipts delivered a unanimous written consent to the Voting Trust approving the Merger Agreement and the Mergers, and the Voting Trust subsequently delivered to the Company a written consent approving the Merger Agreement and the Mergers. Accordingly, the approval of the Mergers by the Company’s stockholders was effected in accordance with Section 3-105 of the MGCL. No further approval of the stockholders of the Company is required to adopt or approve the Merger Agreement, the Mergers or the other Transactions. As a result, the Company has not solicited and will not be soliciting your vote for approving the Mergers or the Merger Agreement and does not intend to call a meeting of stockholders for purposes of voting on the approval of the Merger Agreement or the Mergers. This notice of action by written consent and the Information Statement/Prospectus shall constitute notice to you from the Company that the Mergers and the Merger Agreement have been approved by the holders of Eaton Vance Voting Common Stock by unanimous written consent in lieu of a meeting in accordance with Section 2-505 of the MGCL. No dissenters’ or appraisal rights will be available with respect to the Mergers and the other Transactions, including any remedy under Section 3-201 et seq. of the MGCL. The Information Statement/Prospectus accompanying this letter provides you with more specific information concerning the Mergers, the Merger Agreement, and the other Transactions.