Broadpoint to Acquire American Technology Research

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Tue Sep 2, 2008 8:01am EDT

Research, Sales & Trading Boutique To Be New Broadpoint.AmTech
                    Equity Capital Markets Division
NEW YORK--(Business Wire)--
Broadpoint Securities Group, Inc. (NASDAQ: BPSG) today announced
that it has entered into a stock purchase agreement to acquire
American Technology Research Holdings, Inc. ("AmTech"), the parent of
American Technology Research, Inc., a broker-dealer specializing in
institutional research, sales and trading in the information
technology, cleantech and defense areas.

   AmTech was founded in 2002 by a team of professionals formerly
with SoundView Technology Group, Inc. to provide money making ideas to
institutional investors through quality, unbiased, fundamental
research. It consists of 48 professionals, including 20 research
professionals (including 11 publishing analysts), 14 institutional
sales professionals, 8 trading personnel and 6 management and support
staff, substantially all of whom are expected to join Broadpoint.
AmTech currently publishes research on over 100 companies in areas
including semiconductors, hardware, networking & storage, internet &
new media, software, cleantech and aerospace & defense. The sales and
trading team has over 300 account relationships with hedge funds,
money managers and mutual funds and was ranked second in Institutional
Investor's 2007 ranking of boutiques, regional firms, and independents
for technology - semiconductors.

   Joining Broadpoint in their new leadership roles will be Richard
Prati and Curt Snyder, as Managing Directors and members of the
three-person Broadpoint.AmTech Equity Capital Markets ("ECM")
Management Committee. Messrs. Prati and Snyder will report to Bob
Meier, Executive Managing Director and Head of Broadpoint Equity
Capital Markets, who will be Chairman of the ECM Committee.
Additionally, the leadership of Broadpoint.AmTech will include Rich
Brown, Managing Director and Head of Trading; Rob Sanderson, Managing
Director and Director of Research; and Brad Gastwirth, Managing
Director and Head of Sales.

   Lee Fensterstock, Chairman and Chief Executive Officer of
Broadpoint, said, "AmTech provides us with critical mass to more
effectively serve the equity research, sales and trading support needs
of our institutional investor client base. AmTech has an enviable
track record of consistent profitability since 2002 and with this
acquisition, Broadpoint will have a unique, full-service platform on
which to build a significant middle-market focused investment bank. We
will have three profitable institutional sales and trading businesses
in equities, corporate debt and mortgage/asset backed securities, each
managed by their original owner/entrepreneur founders."

   Peter McNierney, President and Chief Operating Officer of
Broadpoint, said, "Richard, Curt and their team will complete our full
suite of capital markets capabilities which will allow us to expand
our investment banking practice and offer comprehensive capital
raising solutions to our corporate clients."

   Mr. Meier said, "I have been a partner with Richard and Curt at
two previous firms over the last 14 years and am excited by the
opportunity to work together again to build a significant equity
business at Broadpoint. I am extremely impressed with the knowledge
and experience of the AmTech sales and trading teams and believe that
our combined research offering will be among the strongest in the
industry in the important growth areas of information and clean
technology."

   Mr. Prati, Chief Executive Officer of AmTech, said, "We are
extremely proud of what we have accomplished at AmTech for our
institutional clients, our employees and our stockholders. We look
forward to reuniting with Bob Meier and share the same vision of how
to build a research-centric sales and trading organization focused on
money making ideas for our clients."

   Mr. Snyder, President, Chief Operating and Finance Officer of
AmTech, said, "Broadpoint provides us with the resources necessary to
scale up our organization to take advantage of opportunities available
among our clients today. We see the current market turmoil as the
perfect opportunity to expand our product offering and our reach into
the institutional investor community."

   Under the terms of the stock purchase agreement, Broadpoint will
pay to AmTech stockholders at closing $10.0 million in cash and issue
2,676,347 shares of common stock, subject to resale restrictions which
will lapse ratably over the course of the three years following
closing. The agreement also provides for the payment immediately prior
to closing of AmTech's retained earnings in a special dividend to
AmTech stockholders. In addition, Broadpoint will grant to certain
AmTech employees 323,563 restricted shares pursuant to Broadpoint's
2007 Incentive Compensation Plan, subject to vesting based on
continued employment. Broadpoint will also pay annually through 2011
to certain AmTech employees a special bonus based on pre-tax profits
of the new Broadpoint.AmTech Equity Capital Markets division, payable
50% in cash and 50% in restricted shares pursuant to the Plan, subject
to vesting based on continued employment. In addition, the agreement
provides that Broadpoint will pay annually through 2011 to AmTech
stockholders an earnout based on pre-tax profits of the division
(after payment of the special bonus), payable 50% in cash and 50%
through the issuance of common stock, subject to resale restrictions
which will lapse ratably over the course of the three years following
each earnout payment.

   The transaction is subject to regulatory approval and customary
closing conditions, including the execution of the stock purchase
agreement by at least 75% of the AmTech stockholders and
optionholders. The transaction is expected to close by December 31,
2008. In connection with the reorganization of its existing equities
business, Broadpoint expects to record a charge in the third quarter
of approximately $2.0 million.

   About the Company

   Broadpoint Securities Group, Inc. (NASDAQ: BPSG) is an independent
investment bank that serves the institutional investor and corporate
middle market by providing clients with strategic, research-based
investment opportunities, and financial advisory services, including
merger and acquisition, restructuring, recapitalization and strategic
alternative analysis services. The Company offers a diverse range of
products through Broadpoint Capital, Inc.'s Equity and Debt Capital
Markets divisions, as well as Broadpoint Securities, Inc., its
mortgage-backed security/asset-backed security trading subsidiary, and
FA Technology Ventures Inc., its venture capital subsidiary.

   Forward Looking Statements

   This press release contains "forward-looking statements." These
statements are not historical facts but instead represent the
Company's belief regarding future events, many of which, by their
nature, are inherently uncertain and outside of the Company's control.
The Company's forward-looking statements are subject to various risks
and uncertainties, including the conditions of the securities markets,
generally, and acceptance of the Company's services within those
markets and other risks and factors identified from time to time in
the Company's filings with the Securities and Exchange Commission. It
is possible that the Company's actual results and financial condition
may differ, possibly materially, from the anticipated results and
financial condition indicated in its forward-looking statements. You
are cautioned not to place undue reliance on these forward-looking
statements. The Company does not undertake to update any of its
forward-looking statements.

Broadpoint Securities Group, Inc.
Robert Turner, 212-273-7109
Chief Financial Officer

Copyright Business Wire 2008
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