Monex Group (Tokyo Stock Exchange: 8698) ("Monex") today announced the commencement of a tender offer through its wholly-owned subsidiary, Felix 2011 Acquisition Sub ("Purchaser"), for all outstanding shares of common stock of TradeStation Group (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.