Shareholders to Receive $9.75 in Cash per
Share
Transaction Valued at $411
Million
TradeStation Group, Inc. (Nasdaq:TRAD) ("TradeStation" or the
"Company") and Monex Group, Inc. (Tokyo Stock Exchange: 8698)
("Monex") today announced that they have entered into a definitive
agreement pursuant to which a subsidiary of Monex (the "Merger
Sub") will acquire all the outstanding common stock of TradeStation
for $9.75 per share, or approximately $411 million in aggregate,
through a cash tender offer followed by a merger.
Under the terms of the agreement, which has been unanimously
approved by TradeStation and Monex's respective Boards of
Directors, TradeStation's shareholders will receive $9.75 in cash
for each outstanding share of TradeStation common stock they own,
which represents a 39% premium to TradeStation's share price 30
days ago, on March 21, 2011, and a 32% premium to TradeStation's
closing stock price on April 20, 2011, the last full trading day
before today's announcement.
"We are pleased to announce this transaction, as it delivers
significant value to our shareholders," said Salomon Sredni,
Chairman and Chief Executive Officer of TradeStation. "Monex is a
leader in Japan's online brokerage market, and we believe it will
be a great partner as we go forward as part of the Monex
family."
Oki Matsumoto, Chairman and CEO of Monex said: "TradeStation has
a well-established, award-winning platform that is poised for
continued growth and has a proven track record among the active
trader segment of the United States. Through this acquisition, we
expect TradeStation and Monex to complement one another via
cross-utilization of technological development capabilities,
customer and revenue bases. We are truly excited to work with
TradeStation to realize our global vision."
Under the terms of the agreement, it is anticipated that Merger
Sub will commence a tender offer for all of the outstanding shares
of TradeStation by May 10, 2011.
If the tender offer is successfully completed, the parties
expect the transaction to close early in the 2011 third
quarter. Completion of the tender offer is subject to, among
other things, the satisfaction of the minimum tender condition of
at least a majority of TradeStation's outstanding common shares on
a fully diluted basis, required regulatory approvals, including
those of the Federal Trade Commission under the Hart-Scott-Rodino
(HSR) Antitrust Improvements Act of 1976, the Financial Industry
Regulatory Authority (FINRA), and the United Kingdom Financial
Services Authority (FSA), and other customary closing
conditions.
J.P. Morgan is acting as financial advisor and Bilzin Sumberg
Baena Price & Axelrod LLP is acting as legal counsel to
TradeStation on this transaction. Deutsche Bank is acting as
financial advisor and Simpson Thacher & Bartlett LLP is acting
as legal counsel to Monex.
About TradeStation Group, Inc.
TradeStation Group, Inc. (Nasdaq:TRAD), through its brokerage
subsidiaries, offers the TradeStation platform to the
active trader and certain institutional trader
markets. TradeStation is an electronic trading platform
that offers state-of-the-art electronic order placement and
execution and enables clients to scan the markets and design, test,
optimize, monitor and automate their own custom Equities, Options,
Futures and Forex trading strategies.
TradeStation Securities, Inc. (Member NYSE, FINRA, SIPC, DTCC,
OCC & NFA) is a self-clearing, licensed securities
broker-dealer and a registered futures commission merchant, and
also a member of numerous major
exchanges. Its TradeStation Prime Services division,
based in New York, seeks to provide prime brokerage services,
including securities lending, to small and mid-sized hedge funds
and other firms. TradeStation Forex, Inc. (Member NFA) is a
Retail Foreign Exchange Dealer (RFED) which offers foreign currency
(forex) accounts under what is commonly referred to as the "agency
broker model." The London-based subsidiary, TradeStation Europe
Limited, an FSA-authorized brokerage firm, introduces UK and other
European accounts to TradeStation Securities and TradeStation
Forex. TradeStation's technology subsidiary, TradeStation
Technologies, Inc., develops and offers strategy trading software
tools and subscription services and owns TradeStation's
intellectual property.
About Monex
Monex Group, Inc. (Tokyo Stock Exchange 1st section: 8698),
including its main subsidiary Monex Inc. (Tokyo, Oki Matsumoto,
Chairman and CEO), an online securities brokerage, provides
advanced and unique financial services to individual
investors. Monex Group has been a pioneer among Japanese
online securities brokers since the complete liberalization of
commissions and fees in stock brokerages in 1999. Monex
relentlessly strives to offer its customers in Japan innovative
products and services and has established its reputation as a
unique independent financial institution group. Its services cover
M&A advisory, debt & equity underwriting, asset management
focusing on alternative investments, investment education, and
other investment banking functions along with an online
distribution network to more than 1.2 million individual investors
in Japan.
Monex Group aims to globalize its customer base and businesses
in addition to enhancing its global product line and
services. Specifically, in recent years, Monex has embarked on
an ambitious plan to strengthen its products and services globally
by focusing its expansion efforts to date on the growing Chinese
market, by opening representative offices in Beijing and acquiring
BOOM Securities (HK) Limited and its group companies in Hong Kong.
As a core element in the further expansion and global
diversification of its businesses, it has been seeking
opportunities to expand into the U.S. market, which it saw as the
missing pillar in achieving a truly global platform. The
acquisition of TradeStation will provide Monex with an immediate
expansion and strong commercial presence in the U.S. online
brokerage market.
Notice to Investors
The tender offer for the outstanding shares of TradeStation's
common stock referred to in this press release has not yet
commenced. This press release is neither an offer to purchase
nor a solicitation of an offer to sell any securities. The
solicitation and the offer to buy shares of TradeStation's common
stock will be made pursuant to an offer to purchase and related
materials that Merger Sub and Monex expect to file with the
Securities and Exchange Commission. At the time the offer is
commenced, Merger Sub and Monex will file a tender offer statement
on Schedule TO with the U.S. Securities and Exchange Commission,
and TradeStation will file a solicitation/recommendation statement
on Schedule 14D-9 with respect to the tender offer. Investors
and TradeStation shareholders are strongly advised to read both the
tender offer statement (including an offer to purchase, a related
letter of transmittal and other offer documents) and the
solicitation/recommendation statement when they become available as
they will contain important information that should be considered
before any decision is made with respect to the tender
offer. These materials (and all other materials filed by
TradeStation with the U.S. Securities and Exchange Commission) will
be available at no charge from the U.S. Securities and Exchange
Commission through its website at www.sec.gov. Free copies of
the tender offer statement and related materials and the
solicitation/recommendation statement, when available, may be
obtained from the information agent for the tender
offer. Investors and TradeStation shareholders may also obtain
free copies of the documents filed by TradeStation with the U.S.
Securities and Exchange Commission by contacting TradeStation's
Chief Financial Officer, David H. Fleischman at 8050 SW 10th
Street, Suite 4000, Plantation, FL 33324, telephone number
954-652-7000.
Forward-Looking Statements
This press release contains statements that are forward-looking
and are subject to risks and uncertainties that could cause actual
results to materially differ from those described. All
statements other than statements of historical fact are statements
that could be deemed forward-looking statements, including all
statements and information regarding the intent, belief or current
expectation of Monex, TradeStation and members of their respective
senior management team. All forward-looking statements are
based largely on current expectations and beliefs concerning future
events, approvals and transactions that are subject to substantial
risks and uncertainties. Factors that may cause or contribute
to the actual results or outcomes being different from those
contemplated by forward-looking statements include: uncertainties
as to the timing of the tender offer; uncertainties as to how many
of TradeStation's shareholders will tender their shares in the
offer; the possibility that competing offers will be made; the
possibility that various closing conditions for the transactions
may not be satisfied or waived, including that a governmental or
regulatory authority may prohibit, delay or refuse to grant
approval for the consummation of the transactions; the effects of
disruption from the proposed transactions making it more difficult
to maintain relationships with employees, customers and/or other
business relationships; other business effects, including the
effects of industry, regulatory, economic and/or market conditions
that are outside of Monex's or TradeStation's control; unexpected
transaction costs and actual or contingent liabilities; and other
risks and uncertainties discussed in documents filed by
TradeStation with the U.S. Securities and Exchange Commission,
including, but not limited to, TradeStation's Annual Report on Form
10-K filed with the U.S. Securities and Exchange Commission on
March 11, 2011, TradeStation's Annual Report, as amended, on Form
10-K/A for the fiscal year ended December 31, 2010 containing Part
III information (which TradeStation expects to soon be filed with
the Securities and Exchange Commission) and the tender offer
documents and solicitation/recommendation statement to be filed
with the U.S. Securities and Exchange Commission in connection with
the tender offer. Neither Monex nor TradeStation undertakes
any obligation to update any forward-looking statements as a result
of new information, future developments or otherwise, except as
expressly required by law.
CONTACT: Contact for TradeStation
David H. Fleischman
Chief Financial Officer
TradeStation Group, Inc.
954-652-7000
Contact for Monex
Takashi Oyagi
Chief Strategic Officer
Monex Group, Inc.
+81-3-6212-3750
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