TradeStation Group (Nasdaq:TRAD) ("TradeStation" or the "Company") and Monex Group (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.