Monex Completes Acquisition of TradeStation
10 Juin 2011 - 11:30PM
Monex Group, Inc. (Tokyo Stock Exchange: 8698) ("Monex") and
TradeStation Group, Inc. (Nasdaq:TRAD) ("TradeStation") today
announced the successful completion of Monex's acquisition of
TradeStation for approximately $402 million through a cash tender
offer followed by a short-form merger of Monex's wholly-owned
subsidiary in the United States, Felix 2011 Acquisition Sub, Inc.,
with and into TradeStation. As a result of the acquisition,
TradeStation became a wholly-owned subsidiary of Monex.
At the effective time of the merger, shares of TradeStation
common stock held by the remaining TradeStation shareholders who
did not tender their shares in the tender offer (other than those
who properly exercise appraisal rights) were cancelled and
converted into the right to receive the same $9.75 per share price,
without interest and subject to any required withholding taxes,
that was paid in the tender offer. As a result of the merger,
TradeStation shares will be delisted and cease to trade on the
NASDAQ Global Select Market. TradeStation shareholders who did
not tender their shares in the tender offer will receive relevant
information in the mail on how to receive payment for their shares
in connection with the merger.
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.
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: 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 SEC, including, but not limited to,
TradeStation's Annual Report on Form 10-K filed with the SEC 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 SEC on April 29, 2011 and the
Tender Offer Statement on Schedule TO and
Solicitation/Recommendation Statement on Schedule 14D-9 filed
with the SEC 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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