Datek/AMTD is a done deal:
Ameritrade and Datek Announce Landmark Merger; Combination Establishes a New
(Business Wire 04/07 23:34:36)
Leader in Online Equity Trades
Business Editors
OMAHA, Neb. & JERSEY CITY, N.J.--(BUSINESS WIRE)--April 8, 2002--
Self-Directed Investors Benefit from
Best-in-Class Technology, Value and Service
Ameritrade Holding Corporation (Nasdaq:AMTD) and Datek Online
Holdings Corp. announced today a merger agreement that creates the
most efficient and one of the largest brokerages serving self-directed
investors.
The merger unites the two firms with the fastest growing account
base, lowest cost operations and highest operating margins in the
online brokerage industry. At closing it will be the largest online
brokerage measured by equity trades per day. This combination is
expected to be immediately accretive and cash flow positive, realize
significant financial and business synergies and establish a top-tier
industry leader. Financial synergies should be approximately $100
million after-tax when fully realized.
Under the agreement, market liquidity will improve when
shareholders of the new Ameritrade receive a single class of common
stock, with the owners of Datek receiving 50 percent of the total
outstanding capital stock. The value of the transaction is
approximately $1.289 billion based on the closing price of Ameritrade
stock on April 5, 2002 net of the acquisition of cash plus regulatory
capital valued at $100 million. Principal owners of Datek include the
private equity firms, Bain Capital, TA Associates, Silver Lake
Partners, an affiliate of Groupe Arnault and Advent International.
Together, the Company will:
-- Have approximately:
-- 164,000 trades per day;
-- 2.7 million accounts;(a)
-- $43 billion in client assets;(a)
-- $2 billion in client margin balances;(a)
-- Total annual revenues of $800 million;(b)
-- Form:
-- An experienced Board of Directors, with three
representatives recommended by Ameritrade-- including Joe
Ricketts as chairman, three representatives recommended by
Datek's private equity investors and three independent
members.
"This is a wonderful day for our Company," said J. Joe Ricketts,
chairman and founder of Ameritrade Holding Corporation. "This
announcement marks an extraordinary advancement in Ameritrade's
27-year history of building a premier financial institution in the
online brokerage industry. I am particularly excited by the strength
of the experience, shared vision and financial sophistication that we
expect our new Board of Directors to bring in support of our
management's focus on ensuring that the Company delivers on its full
potential."
"Through this merger, Ameritrade reinforces our commitment to
providing optimum customization and choice at a tremendous value for
clients," said Joe Moglia, chief executive officer of Ameritrade
Holding Corporation who will be the CEO of the combined company. "The
realization of significant synergies from operations, advertising,
technology and client service will enable us to accelerate our
complementary growth and profitability strategies thereby creating
additional value for shareholders."
Ed Nicoll, chairman and chief executive officer of Datek Online
Holdings Corp. added, "When we combine Datek's products, tools and
technology with Ameritrade's highly-rated client service, we will
establish an unbeatable proposition, especially for the active trader
segment, by delivering a new standard of service and trading
capabilities we know self-directed investors want."
"The great interest Datek generated among potential partners gave
the private investor group a unique opportunity to carefully evaluate
a variety of online brokerage business models and growth strategies,"
said Steve Pagliuca, a Managing Director of Bain Capital. "We
unanimously concluded that investing in the market leader of a
fast-growing and strategically important segment created the best
long-term value. The new Ameritrade will set the standard of
excellence in the marketplace for self-directed investors. We look
forward to putting our collective skills and experience to work as
members of the new Board of Directors."
The transaction is expected to close within 90 days, subject to
customary regulatory and shareholder approvals. On completion of the
transaction, the Ricketts family will own 27.6 percent of Ameritrade
common stock; Bain Capital will own approximately 10.7 percent of
Ameritrade common stock; TA Associates will own approximately 9.0
percent of Ameritrade common stock; Silver Lake Partners will own
approximately 7.7 percent of Ameritrade common stock; Group Arnault
will own approximately 4.8 percent; and Advent International will own
approximately 3.1 percent.
Ameritrade will update its current projections in the Investor
Relations "Outlook" section of its corporate Web site located at
www.amtd.com after closing the transaction.
About Ameritrade Holding Corporation
Ameritrade Holding Corporation (www.amtd.com) is a pioneer in the
online brokerage industry with a 27-year history of providing clients
a self-directed approach to investment services. The award-winning
Company, through its Private Client and Institutional Client
divisions, provides tiered levels of brokerage products and services
tailored to meet the varying investing, trading and execution needs of
self-directed individual investors, financial institutions and
corporations.
About Datek Online Holdings Corp.
Established in 1998, privately held Datek Online Holdings Corp. is
one of the most innovative financial services companies in the United
States. The Company's primary businesses are Datek Online Financial
Services LLC, a pioneer in the online brokerage industry; iClearing
LLC, a securities clearing operation; and iCapital Markets LLC, a
provider of execution services. (www.datek.com.)
About Bain Capital
Bain Capital is a global private equity firm with over $12 billion
in assets under management. The firm has made investments in more than
225 companies, across many industries. Headquartered in Boston, Bain
Capital has offices in New York, San Francisco, London and Munich.
(www.baincapital.com.)
About TA Associates
TA Associates is one of the oldest buyout and private equity firms
in the U.S. with offices in Boston, Menlo Park and Pittsburgh. TA
manages over $5 billion in capital and has invested in 330 companies.
(www.ta.com.)
About Silver Lake Partners
Silver Lake Partners is a private equity investment firm focused
on large-scale investments in technology and related growth companies.
Silver Lake has offices in Menlo Park, California and New York. (
www.slpartners.com.)
About Groupe Arnault
Groupe Arnault is the private investment vehicle for Bernard
Arnault, chairman and president of LVMH.
About Advent International
Advent International has wholly owned and affiliated operations in
30 countries across Western and Central Europe, the Americas, the Asia
Pacific region and the Middle East. Advent International has
particular expertise in chemicals, business services, healthcare,
media, telecommunications and broadcasting, and information
technology. The firm has 126 portfolio companies.
(www.adventinternational.com.)
(a) Source: Company reports. Data for the quarter ended December 31,
2001.
(b) 4th calendar quarter annualized
This document contains forward-looking statements regarding future
events or the future performance of Ameritrade. Various factors could
cause actual results to differ materially from those anticipated.
Readers of this document are advised to review the documents filed by
Ameritrade with the Securities and Exchange Commission, including
Ameritrade's most recent Form 10-K and 10-Q for descriptions of risks
and uncertainties that could cause actual results to differ materially
from those described in the forward-looking statements.
--30--NTC/se*
CONTACT: At Ameritrade:
Director, Corp. Communications
Donna Kush, 402/216-5486
dkush@ameritrade.com
or
At Datek:
Vice President, Public Relations
Mike Dunn, 201/761-8767
mdunn@datek.com
or
For Media:
Magnet Communications
Ann Pinkerton, 212/367-6865
apinkerton@magnetcom.com
or
For Investors and Analysts:
Ameritrade
Director, Investor Relations
Dave Pleiss, 402/440-8136
dpleiss@ameritrade.com
KEYWORD: NEBRASKA NEW JERSEY
INDUSTRY KEYWORD: MERGERS/ACQ
SOURCE: Ameritrade
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