UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT
under
Section 14(d)(1) or Section 13(e)(1) of the Securities Exchange Act of 1934
TRADESTATION GROUP, INC.
(Name of Subject Company)
FELIX 2011 ACQUISITION SUB, INC.
a wholly-owned direct subsidiary of
MONEX GROUP, INC.
(Names of Filing Persons — Offeror)
Common Stock, Par Value $0.01 per share
(Title of Class of Securities)
89267P105
(CUSIP Number of Class of Securities)
Takuya Yamanaka
General Manager, Accounting Department
Monex Group, Inc.
Pacific Century Place Marunouchi 19F,
1-11-1 Marunouchi, Chiyoda-ku, Tokyo 100-6219, Japan
Telephone: 011-81-3-6212-3750
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)
with copies to:
Ellen R. Patterson Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York 10017-3954 Telephone: (212) 455-2000 | David A. Sneider Simpson Thacher & Bartlett Gaikokuho Jimu Bengoshi Jimusho Ark Mori Building, 37th floor, 12-32 Akasaka 1-Chome, Minato-ku, Tokyo 107-6037 Japan Telephone: +81-3-5562-6202 |
CALCULATION OF FILING FEE
| Transaction Valuation* | Amount of Filing Fee* | |||||
| Not Applicable | Not Applicable |
| * | A filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of a tender offer. |
| ¨ | Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
Amount Previously Paid: Not applicable. | Filing Party: Not applicable. | |
Form or Registration No.: Not applicable. | Date Filed: Not applicable. |
| x | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| x | third-party tender offer subject to Rule 14d-1. |
| ¨ | issuer tender offer subject to Rule 13e-4. |
| ¨ | going-private transaction subject to Rule 13e-3. |
| ¨ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer. ¨
INDEX TO EXHIBITS
Exhibit Number | Descriptions | |
99.1 | Joint Press Release issued by Monex Group, Inc. and TradeStation Group, Inc. | |
99.2 | English translation of the press release issued by Monex Group, Inc. only in Japan in compliance with the Tokyo Stock Exchange requirements. | |
