Exhibit (c)(3)
[BEAR STEARNS LOGO ] BEAR, STEARNS & CO. INC.
383 Madison Avenue
New York, New York 10179
Tel 212-272-2000
www.bearstearns.com
February 17, 2003
Transaction Committee of the Board of Directors
Board of Directors
Multex.com, Inc.
100 William Street
7th Floor
New York, New York 10038
Gentlemen:
We understand that Multex.com, Inc. ("Multex"), Reuters Group PLC (together with
its affiliates, "Reuters") and Proton Acquisition Corporation ("Merger Sub")
have entered into an Agreement and Plan of Merger (the "Agreement") dated
February 17, 2003, pursuant to which Merger Sub, a wholly owned subsidiary of
Reuters, will commence a tender offer (the "Offer") to purchase all issued and
outstanding shares of Multex common stock, par value $0.01 (the "Shares"), at a
price of $7.35 per Share, net to the seller in cash. The Offer is subject to
not less than 50.1% of the Shares being properly tendered. Following
consummation of the Offer, assuming not less than 50.1% of the Shares are
purchased pursuant to the Offer, Merger Sub will merge (the "Merger") with and
into Multex (the Merger together with the Offer, the "Transaction"). Pursuant
to the Merger, those shareholders who do not tender their Shares pursuant to the
Offer will receive $7.35 per Share in cash. The cash amount pursuant to the
Offer and the Merger is herein defined as the "Consideration to be Received."
You have provided us with a copy of the Agreement in substantially final form.
One current officer and one former officer of Reuters are members of Multex's
Board of Directors and Reuters owns approximately 6% of the Shares.
You have asked us to render our opinion as to whether the Consideration to be
Received is fair, from a financial point of view, to the shareholders of
Multex, excluding Reuters.
In the course of performing our review and analyses for rendering this option,
we have:
- - reviewed the Agreement, the various Tender and Voting Agreements between
seven senior managers of Multex and Reuters, and the proposed Employment
Agreement between Isaak Karaev, Chairman and Chief Executive Officer of
Multex, and Reuters;
- - reviewed Multex's Annual Reports to Shareholders and Annual Reports on Form
10-K for the three years ended December 31, 1999 through 2001, its
Quarterly Reports on Form 10-Q for the periods ended March 31, 2002, June
30, 2002 and September 30, 2002, and its press release dated January 30,
2003 setting forth the preliminary results of operations for the quarter
ended and year ended December 31, 2002;
- - reviewed certain operating and financial information relating to Multex's
business and prospects, including projections for the four years ended
December 31, 2006, provided to us by management of Multex consisting of a
base case and a sensitivity to the base case, quantifying the effect of
certain risks to the base case, including, among others, new entrants to
Multex's markets (together, the "Projections");
ATLANTA | BEIJING | BOSTON | CHICAGO | DALLAS | DENVER | DUBLIN |
HERZLIYA | HONG KONG | LONDON | LOS ANGELES | LUGANO | NEW YORK | SAN FRANCISCO
| SAN JUAN | SAO PAULO | SEOUL | SHANGHAI | SINGAPORE | TOKYO
Multex.com, Inc.
February 17, 2003
Page 2
- - met with certain members of Multex's senior management to discuss Multex's
business, operations, historical financial results, the Projections and
future prospects;
- - reviewed the historical prices, trading multiples and trading volume of
the Shares;
- - reviewed publicly available financial data, stock market performance data
and trading multiples of companies in the financial information services
sector that we believed to be relevant;
- - reviewed the terms of (i) recent mergers and acquisitions of companies in
the financial information services sector that we believed to be relevant
and (ii) premia paid in acquisitions of a diverse set of companies of a
similar size to Multex and which we believed relevant to our analysis of
the Transaction;
- - performed discounted cash flow analyses on the Projections; and
- - conducted such other studies, analyses, inquiries and investigations as we
deemed appropriate.
We have relied upon and assumed, without independent verification, the accuracy
and completeness of the financial and other information, including without
limitation the Projections, provided to us by Multex. With respect to the
Projections, we have relied on representations that they have been reasonably
prepared on bases reflecting the best currently available estimates and
judgments of the senior management of Multex as to the expected future
performance of Multex with and without taking into account the risks described
above. We have not assumed any responsibility for the independent verification
of any such information or of the Projections provided to us, and we have
further relied upon the assurances or of the senior management of Multex that
they are unaware of any facts that would make the information and Projections
provided to us incomplete or misleading.
In arriving at our opinion, we have not performed or obtained any independent
appraisal of the assets or liabilities (contingent or otherwise) of Multex, nor
have we been furnished with any such appraisals. During the course of our
engagement, while not authorized to seek offers for Multex, we and Multex's
management held preliminary, informal discussions with other large financial
information services companies with respect to a possible acquisition of Multex
and we have considered the results of such discussions in rendering our opinion.
We have assumed that the Transaction will be consummated in a timely manner and
in accordance with the terms of the Agreement without any amendments or
modifications that collectively would have a material effect on Multex.
We have acted as a financial advisor to the Transaction Committee of the Board
of Directors of Multex in connection with the Transaction and will receive a
customary fee for such services, a substantial portion of which is contingent on
successful consummation of the Transaction. In the ordinary course of business,
we and our affiliates may actively trade the equity and debt securities and/or
bank debt of Multex and/or Reuters for our own account and for the account of
our customers and, accordingly, may at any time hold a long or short position in
such securities or bank debt.
It is understood that this letter is intended for the benefit and use of the
Transaction Committee of the Board of Directors of Multex and the Board of
Directors of Multex in connection with their review of the Transaction and does
not constitute a recommendation to the Transaction Committee of the Board of
Directors of Multex, the Board of Directors of Multex or any holders of Shares
as to how to vote in connection with the Transaction or whether to tender their
Shares in the Offer. This opinion does not address Multex's underlying business
decision to pursue the Transaction, the relative merits of the
Multex.com, Inc.
February 17, 2003
Page 3
Transaction as compared to any alternative business strategies that might exist
for Multex or the effects of any other transaction in which Multex might engage.
This letter is not to be used for any other purpose, or to be reproduced,
disseminated, quoted from or referred to any time, in whole or in part, without
our prior written consent; provided, however, that this letter may be included
in its entirety in any Schedule 14D-9 or any proxy statement to be distributed
to the holders of Shares in connection with the Transaction, if applicable. Our
opinion is subject to the assumptions and conditions contained herein and is
necessarily based on economic, market and other conditions, and the information
made available to us, as of the date hereof. We assume no responsibility for
updating or revising our opinion based on circumstances or events occurring
after the date hereof.
Based on and subject to the foregoing, it is our opinion that, as of the date
hereof, the Consideration to be Received is fair, from a financial point of
view, to the shareholders of Multex, excluding Reuters.
Very truly yours,
BEAR, STEARNS & CO. INC.
By: /s/ Mark A. Van Lith
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Mark A. Van Lith
Senior Managing Director