Monex Commences Tender Offer for All Outstanding Shares of Common Stock of TradeStation
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TOKYO, Japan and PLANTATION, Fla., May 10, 2011 (GLOBE NEWSWIRE) -- Monex Group,
Inc. (Tokyo Stock Exchange: 8698) ("Monex") today announced the commencement of
a tender offer through its wholly-owned subsidiary, Felix 2011 Acquisition Sub,
Inc. ("Purchaser"), for all outstanding shares of common stock of TradeStation
Group, Inc. (Nasdaq:TRAD) ("TradeStation") for $9.75 per share, net to the
seller in cash, without interest and less any required withholding taxes.
The tender offer is being made pursuant to an Offer to Purchase, dated May 10,
2011, and in connection with the previously announced Agreement and Plan of
Merger, dated as of April 20, 2011, among Monex, Purchaser and TradeStation.
As previously disclosed, the board of directors of TradeStation has unanimously
determined that the tender offer and the other transactions contemplated by the
Agreement and Plan of Merger are fair to and in the best interests of
TradeStation and its shareholders. The TradeStation board also unanimously
adopted and approved the Agreement and Plan of Merger, declared advisable the
Agreement and Plan of Merger, the tender offer and the other transactions
contemplated therein and recommended that shareholders of TradeStation accept
the tender offer and tender their shares to the Merger Sub and, if required,
approve the Agreement and Plan of Merger (including the plan of merger) and the
subsequent merger.
The tender offer is scheduled to expire at 12:00 midnight, New York City time,
on Tuesday, June 7, 2011, unless the tender offer is extended. If the tender
offer is extended, Monex and/or Purchaser will inform the depositary for the
offer and will make a public announcement of the extension not later than 9:00
a.m., New York City time, on the next business day after the previously
scheduled expiration date.
The consummation of the tender offer is conditioned on the tender of a majority
of the outstanding shares of TradeStation's common stock on a fully diluted
basis, as well as receipt of antitrust clearance, approvals and consents from
the Financial Industry Regulatory Authority and the United Kingdom Financial
Services Authority with respect to the transactions contemplated by the
Agreement and Plan of Merger, and other conditions that are specified in the
offer documents. Following completion of the tender offer and, if required,
receipt of shareholder approval, Monex expects to consummate a second-step
merger in which remaining TradeStation shareholders will receive the same cash
price per share as paid in the tender offer. Following the merger, TradeStation
will become a wholly-owned subsidiary of Monex.
The information agent for the tender offer is Innisfree M&A Incorporated. The
dealer manager for the tender offer is Deutsche Bank Securities Inc. The
depositary and transfer agent for the tender offer is American Stock Transfer &
Trust Company, LLC.
About Monex Group Inc.
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 is expected to provide Monex with an immediate expansion and strong
commercial presence in the U.S. online brokerage market.
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.
Legal Notices and Disclaimers
This press release is for informational purposes only and does not constitute an
offer to purchase shares of TradeStation common stock, a solicitation to sell
such shares or a Solicitation/Recommendation Statement under the rules and
regulations of the U.S. Securities and Exchange Commission (the "SEC"). The
tender offer is being made pursuant to a Tender Offer Statement on Schedule TO
(including the Offer to Purchase, letter of transmittal and related tender offer
documents) filed by Monex and Purchaser with the SEC on May 10, 2011. In
addition, on May 10, 2011, TradeStation filed a Solicitation/Recommendation
Statement on Schedule 14D-9 with the SEC. These documents contain important
information and shareholders of TradeStation are strongly advised to carefully
read these documents before making any decision regarding tendering their
shares. The Offer to Purchase and certain other offer documents, as well as the
Solicitation/Recommendation Statement, will be made available to all
shareholders of TradeStation at no expense to them. These documents may be
obtained at no charge at the SEC's website at www.sec.gov. The Tender Offer
Statement and related materials also may be obtained at no charge by directing a
request by mail to the information agent for the tender offer, Innisfree M&A
Incorporated, 501 Madison Avenue, 20th Floor, New York, New York 10022, or by
calling toll-free (888) 750-5834.
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 teams.
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 filed with the U.S.
Securities and Exchange Commission on April 29, 2011 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 Monex
Takashi Oyagi
Chief Strategic Officer
Monex Group, Inc.
+81-3-6212-3750
Contact for TradeStation
David H. Fleischman
Chief Financial Officer
TradeStation Group, Inc.
954-652-7000
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