The Financial Industry Regulatory Authority ("FINRA") has approved
the change in control application concerning TradeStation Group
Inc.'s (Nasdaq:TRAD) ("TradeStation") broker-dealer subsidiary,
TradeStation Securities, Inc., in connection with the tender offer
by Monex Group, Inc.'s (Tokyo Stock Exchange: 8698) ("Monex")
wholly-owned subsidiary in the United States, Felix 2011
Acquisition Sub, Inc. ("Purchaser"), for all outstanding shares of
common stock of TradeStation for $9.75 per share, net to the seller
in cash, without interest and less any required withholding taxes,
and the subsequent merger of Purchaser with and into TradeStation.
As a result, the condition of the tender offer related to the
approval of FINRA has been satisfied. Monex and TradeStation
previously announced satisfaction of the conditions relating to the
expiration or termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the
approval of the U.K. Financial Services
Authority. Accordingly, all of the regulatory conditions of
the tender offer have been satisfied.
The tender offer is currently scheduled to expire at 12:00
midnight, New York City time, on Tuesday, June 7, 2011. If the
tender offer is extended, Purchaser and Monex will inform the
depositary for the tender 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.
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 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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