OFFER TO PURCHASE FOR CASH
ALL OF THE OUTSTANDING SHARES OF COMMON STOCK
OF
MULTEX.COM, INC.
AT
$7.35 NET PER SHARE
BY
PROTON ACQUISITION CORPORATION
AN INDIRECT WHOLLY OWNED SUBSIDIARY OF
REUTERS GROUP PLC
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON TUESDAY, MARCH 25, 2003, UNLESS THE OFFER IS EXTENDED.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (I) THERE HAVING BEEN
PROPERLY AND VALIDLY TENDERED PURSUANT TO THE OFFER AND NOT WITHDRAWN PRIOR TO
THE EXPIRATION OF THE OFFER A NUMBER OF SHARES OF MULTEX COMMON STOCK, PAR VALUE
$0.01 PER SHARE (THE "MULTEX COMMON STOCK") OF MULTEX.COM, INC. ("MULTEX")
WHICH, TOGETHER WITH THE NUMBER OF SHARES OF MULTEX COMMON STOCK OWNED BY
REUTERS, PURCHASER OR ANY OF THEIR RESPECTIVE AFFILIATES, IF ANY, REPRESENTS AT
LEAST A MAJORITY OF THE TOTAL ISSUED AND OUTSTANDING SHARES OF MULTEX COMMON
STOCK (ASSUMING THE EXERCISE OF ALL OPTIONS, WARRANTS AND OTHER RIGHTS TO
PURCHASE SHARES OF MULTEX COMMON STOCK WHICH ARE THEN OR WHICH WILL BE WITHIN
SIX MONTHS THEREAFTER VESTED AND EXERCISABLE) AND (II) THE TERMINATION OR
EXPIRATION OF ANY APPLICABLE WAITING PERIOD UNDER THE HART-SCOTT-RODINO
ANTITRUST IMPROVEMENTS ACT OF 1976, AS AMENDED, AND THE TERMINATION, EXPIRATION
OR OTHER SATISFACTION OF ANY OTHER COMPARABLE PROVISIONS UNDER ANY APPLICABLE
PRE-MERGER NOTIFICATION LAWS OR REGULATIONS OF FOREIGN JURISDICTIONS. THE
CONSUMMATION OF THIS OFFER IS ALSO SUBJECT TO THE OTHER CONDITIONS DESCRIBED IN
THIS OFFER TO PURCHASE. SEE "THE TENDER OFFER -- CERTAIN CONDITIONS OF THE
OFFER."
THIS OFFER IS BEING MADE PURSUANT TO AN AMENDED AND RESTATED AGREEMENT AND
PLAN OF MERGER, DATED AS OF FEBRUARY 24, 2003 (THE "MERGER AGREEMENT"), AMONG
REUTERS GROUP PLC, PROTON ACQUISITION CORPORATION AND MULTEX. THE BOARD OF
DIRECTORS OF MULTEX, ACTING ON THE UNANIMOUS RECOMMENDATION OF A SPECIAL
COMMITTEE OF THE BOARD OF DIRECTORS COMPRISED ENTIRELY OF INDEPENDENT DIRECTORS,
HAS UNANIMOUSLY DETERMINED THAT THE MERGER AGREEMENT AND THE TENDER AGREEMENT
(AS DEFINED IN "INTRODUCTION") AND THE TRANSACTIONS CONTEMPLATED THEREBY,
INCLUDING, BUT NOT LIMITED TO, THE OFFER AND THE MERGER (AS DEFINED IN
"INTRODUCTION"), ARE FAIR TO AND IN THE BEST INTERESTS OF MULTEX AND ITS
STOCKHOLDERS (OTHER THAN REUTERS), HAS UNANIMOUSLY APPROVED AND DECLARED
ADVISABLE THE MERGER AGREEMENT AND THE TENDER AGREEMENT AND UNANIMOUSLY
RECOMMENDS THAT MULTEX'S STOCKHOLDERS ACCEPT THE OFFER, TENDER THEIR SHARES OF
MULTEX COMMON STOCK PURSUANT TO THE OFFER AND APPROVE AND ADOPT THE MERGER
AGREEMENT AND THE MERGER AND THE TRANSACTIONS CONTEMPLATED THEREBY.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THIS TRANSACTION OR PASSED UPON THE
MERITS OR FAIRNESS OF SUCH TRANSACTION OR PASSED UPON THE ADEQUACY OR ACCURACY
OF THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
IMPORTANT
Any stockholder desiring to tender all or any portion of such stockholder's
shares of Multex Common Stock should (1) complete and sign the Letter of
Transmittal or a manually signed facsimile thereof in accordance with the
instructions in the Letter of Transmittal, including any required signature
guarantees, and mail or deliver the Letter of Transmittal or such manually
signed facsimile with such stockholder's certificate(s) for the tendered shares
of Multex Common Stock and any other required documents to the Depositary (as
defined in "Introduction"), (2) follow the procedure for book-entry tender of
shares of Multex Common Stock set forth in "THE TENDER OFFER -- Procedure for
Tendering Shares of Multex Common Stock and Warrants" or (3) request such
stockholder's broker, dealer, commercial bank, trust company or other nominee to
effect the transaction for such stockholder. Stockholders having shares of
Multex Common Stock registered in the name of a broker, dealer, commercial bank,
trust company or other nominee must contact such broker, dealer, commercial
bank, trust company or other nominee if they desire to tender shares of Multex
Common Stock so registered. A stockholder who desires to tender shares of Multex
Common Stock and whose certificates for such shares of Multex Common Stock are
not immediately available, or who cannot comply with the procedure for
book-entry transfer on a timely basis, may tender such shares of Multex Common
Stock by following the procedures for guaranteed delivery set forth in "THE
TENDER OFFER -- Procedure for Tendering Shares of Multex Common Stock and
Warrants."
Questions and requests for assistance may be directed to the Information
Agent (as defined in "Introduction") or to the Dealer Manager (as defined in
"Introduction") at their respective addresses and telephone numbers set forth on
the back cover of this Offer to Purchase. Requests for additional copies of this
Offer to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery
and other tender offer materials may be directed to the Information Agent or to
the Dealer Manager. Stockholders may also contact their broker, dealer,
commercial bank, trust company or other nominee.
---------------------
The Dealer Manager for the Offer is:
[J.P. MORGAN CHASE & CO. LOGO]
February 26, 2003
TABLE OF CONTENTS
<Table>
<Caption>
SECTION PAGE
- ------- ----
TABLE OF CONTENTS........................................... i
SUMMARY TERM SHEET.......................................... 1
INTRODUCTION................................................ 6
SPECIAL FACTORS............................................. 9
1. Background of the Offer; Contacts with Multex........ 9
2. Multex's Position Regarding the Fairness of the
Offer................................................ 15
3. Opinion and Analysis of Multex's Financial Advisor... 19
4. Reuters' and Purchaser's Position Regarding the
Fairness of the Offer................................ 24
5. Opinion and Analysis of Reuters' Financial Advisor... 25
6. Purpose of the Offer; Plans for Multex............... 30
7. Certain Effects of the Offer and the Merger.......... 33
8. Certain Federal Income Tax Consequences of the
Offer................................................ 34
9. The Merger Agreement; The Tender Agreement and The
Employment Agreement................................. 35
10. Transactions and Arrangements Concerning Multex
Common Stock......................................... 48
THE TENDER OFFER............................................ 49
1. Terms of the Offer................................... 49
2. Acceptance for Payment and Payment for Shares of
Multex Common Stock.................................. 51
3. Procedure for Tendering Shares of Multex Common Stock
and Warrants......................................... 52
4. Rights of Withdrawal................................. 55
5. Price Range of Shares of Multex Common Stock......... 56
6. Certain Information Concerning Multex................ 56
7. Certain Information Concerning Reuters and
Purchaser............................................ 59
8. Source and Amount of Funds........................... 60
9. Certain Conditions of the Offer...................... 60
10. Certain Legal Matters................................ 63
11. Fees and Expenses.................................... 66
12. Miscellaneous........................................ 66
Schedule A Information Concerning the Directors and
Executive Officers of Reuters and Purchaser..... A-1
Schedule B Section 262 of the Delaware General Corporation
Law............................................. B-1
</Table>
i
SUMMARY TERM SHEET
This summary highlights important and material information from this Offer
to Purchase but is intended to be an overview only. To fully understand the
offer described in this document and for a more complete description of the
terms of the offer described in this document, you should read carefully this
entire Offer to Purchase, the appendices to this Offer to Purchase, documents
incorporated by reference or otherwise referred to herein and the Letter of
Transmittal. We have included section references to direct you to a more
complete description of the topics contained in this summary.
- Reuters and Purchaser, through a subsidiary of Reuters, currently own
approximately 6.0% of the Multex voting power and are proposing to
acquire all of the remaining common stock of Multex at a price of $7.35
per share. See "THE TENDER OFFER -- Terms of the Offer" for more
information.
- If the tender offer is completed, Reuters and Purchaser intend to cause
Purchaser to merge with and into Multex and as a result:
- Reuters will own all of the equity interests in Multex;
- current holders of shares of Multex common stock, other than Reuters,
Purchaser and other subsidiaries of Reuters, will no longer have any
interest in Multex's future earnings or growth;
- Multex will no longer be a public company; and
- Multex common stock will no longer be quoted on The Nasdaq Stock
Market's National Market.
See "SPECIAL FACTORS -- Certain Effects of the Offer and the Merger."
- Holders of shares of Multex common stock who sell their shares in the
offer will, if the offer is completed, receive cash for their shares
sooner than holders of shares of Multex common stock who wait for the
merger, but holders who tender will not be entitled to a judicial
appraisal of the fair value of their shares under Delaware law while any
holders who do not tender their shares and properly dissent from the
merger may exercise such appraisal rights. See "SPECIAL FACTORS -- The
Merger Agreement; The Tender Agreement and The Employment Agreement" for
more information.
- In the merger of Purchaser and Multex, Purchaser will pay holders who do
not tender their shares of Multex common stock in the offer the same
consideration as it is offering to pay in the offer.
1
QUESTIONS AND ANSWERS ABOUT THE TENDER OFFER
The following are some of the questions you, as a Multex stockholder, may
have and answers to those questions.
- - WHO IS OFFERING TO BUY MY SECURITIES?
We are an indirect wholly owned subsidiary of Reuters Group PLC, a public
limited company organized under the laws of England and Wales. Our name is
Proton Acquisition Corporation and we are a Delaware corporation formed for
the purpose of making an offer for all the shares of common stock of
Multex.com, Inc. as described in this document. See "THE TENDER
OFFER -- Certain Information Concerning Reuters and Purchaser" for further
information about us and Reuters Group PLC.
- - WHAT ARE THE CLASSES AND AMOUNTS OF SECURITIES SOUGHT IN THE OFFER?
We are offering to buy all of the outstanding shares of common stock of
Multex.com, Inc. not already owned by Reuters Group PLC or its subsidiaries.
See "THE TENDER OFFER -- Terms of the Offer" and "THE TENDER OFFER -- Certain
Conditions of the Offer" for more information.
- - HOW MUCH IS PROTON ACQUISITION CORPORATION OFFERING TO PAY AND WHAT IS THE
FORM OF PAYMENT?
We are offering to pay $7.35 net in cash and without interest for each share
of common stock of Multex.com, Inc. See "THE TENDER OFFER -- Terms of the
Offer" of this document for more information.
- - DOES PROTON ACQUISITION CORPORATION HAVE THE FINANCIAL RESOURCES TO MAKE
PAYMENT?
Yes. Proton Acquisition Corporation will be financing the offer described in
this document with cash on hand available from its parent, Reuters Group PLC,
and the subsidiaries of Reuters Group PLC. See "THE TENDER OFFER -- Source and
Amount of Funds" of this document for more information.
- - WHAT DOES MY BOARD OF DIRECTORS THINK OF THE OFFER?
THE BOARD OF DIRECTORS OF MULTEX, ACTING ON THE UNANIMOUS RECOMMENDATION OF A
SPECIAL COMMITTEE OF THE BOARD OF DIRECTORS COMPRISED ENTIRELY OF INDEPENDENT
DIRECTORS, HAS UNANIMOUSLY DETERMINED THAT THE MERGER AGREEMENT AND THE TENDER
AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING, BUT NOT
LIMITED TO, THE OFFER AND THE MERGER, ARE FAIR TO AND IN THE BEST INTERESTS OF
MULTEX AND ITS STOCKHOLDERS (OTHER THAN REUTERS), HAS UNANIMOUSLY APPROVED AND
DECLARED ADVISABLE THE MERGER AGREEMENT AND THE TENDER AGREEMENT AND
UNANIMOUSLY RECOMMENDS THAT MULTEX'S STOCKHOLDERS ACCEPT THE OFFER, TENDER
THEIR SHARES OF MULTEX COMMON STOCK PURSUANT TO THE OFFER AND APPROVE AND
ADOPT THE MERGER AGREEMENT AND THE MERGER AND THE TRANSACTIONS CONTEMPLATED
THEREBY. SEE "SPECIAL FACTORS -- MULTEX'S POSITION REGARDING THE FAIRNESS OF
THE OFFER" FOR MORE INFORMATION.
- - WILL MULTEX'S SENIOR MANAGEMENT PARTICIPATE IN THE OFFER?
Yes. Messrs. Mikhail Akselrod, Gregg Amonette, Christopher F. Feeney, Jeffrey
S. Geisenheimer, Isaak Karaev, John Mahoney and Robert Skea, who are officers
of Multex, have entered into an agreement with Reuters Group PLC and Proton
Acquisition Corporation under which they have agreed to tender their Multex
shares and to vote their Multex shares in favor of the Merger. See
Introduction and "SPECIAL FACTORS -- The Merger Agreement; The Tender
Agreement and The Employment Agreement" for more information.
2
- - IS PROTON ACQUISITION CORPORATION'S AND REUTERS' FINANCIAL CONDITION RELEVANT
TO MY DECISION ON WHETHER TO TENDER MY SHARES INTO THE OFFER?
Since the offer is for cash and is not subject to any financing condition, we
do not think Proton Acquisition Corporation's and Reuters' financial condition
should be relevant to your decision on whether to tender your shares in the
offer. See "THE TENDER OFFER -- Source and Amounts of Funds" for more
information.
- - IS THERE AN AGREEMENT GOVERNING THE OFFER?
Yes. Reuters, Proton Acquisition Corporation and Multex have entered into a
merger agreement, dated as of February 17, 2003, and which was amended and
restated as of February 24, 2003. The merger agreement provides, among other
things, for the terms and conditions of the Offer and the merger of Proton
Acquisition Corporation into Multex. See "SPECIAL FACTORS -- The Merger
Agreement; The Tender Agreement and The Employment Agreement" for more
information.
- - HOW LONG DO I HAVE TO DECIDE WHETHER TO TENDER MY SHARES IN THE INITIAL
OFFERING PERIOD?
You may tender your shares into the offer until 12:00 midnight, New York City
time, on Tuesday, March 25, 2003, which is the scheduled expiration date of
the offering period, unless we extend the offering period or provide a
subsequent offering period. See "THE TENDER OFFER -- Procedure for Tendering
Shares of Multex Common Stock and Warrants" for more information.
- - CAN THE OFFER BE EXTENDED, AND HOW WILL I BE NOTIFIED IF THE OFFER IS
EXTENDED?
Yes. We will extend the offer until the conditions to the offer described in
this document are satisfied or waived. In addition, we will extend the offer
for any period required by any governmental entity. We can do so by issuing a
press release by 9:00 a.m., New York City time, on the next business day
following the previously scheduled expiration date of the offer stating the
extended expiration date and the approximate number of shares tendered to
date. See "THE TENDER OFFER -- Terms of the Offer" for more information.
- - WILL THERE BE A SUBSEQUENT OFFERING PERIOD?
Following the satisfaction of all the conditions to the offer and the
acceptance of and payment for all the shares tendered during the offering
period, we may elect to provide a subsequent offering period. See "THE TENDER
OFFER -- Terms of the Offer" for more information.
- - WHAT ARE THE MOST SIGNIFICANT CONDITIONS TO THE OFFER?
The offer is conditioned upon, among other things, (i) satisfaction of the
minimum tender condition, which requires that there shall have been properly
and validly tendered pursuant to the offer and not withdrawn prior to the
expiration of the offer a number of shares of Multex which, together with the
number of shares owned by Reuters Group PLC, Proton Acquisition Corporation or
any of their respective affiliates, if any, represents at least a majority of
the total issued and outstanding shares of Multex (assuming the exercise of
all options, warrants and other rights to purchase shares which are then or
which will be within six months thereafter vested and exercisable) and (ii)
the termination or expiration of any applicable waiting period under United
States federal antitrust law and the termination, expiration or other
satisfaction of any other comparable provisions under any applicable
pre-merger notification laws or regulations of foreign jurisdictions. See "THE
TENDER OFFER -- Certain Conditions of the Offer" for more information.
- - HOW DO I TENDER MY SHARES?
If you hold the certificates for your shares, you should complete the enclosed
Letter of Transmittal and enclose all the documents required by it, including
your certificates, and send them to the Depositary at the address listed on
the back cover of this document. If your shares are held in "street name" by
your broker, dealer, commercial bank, trust company or other nominee you must
instruct such nominee to tender your shares on your behalf. In any case, the
Depositary must receive all required documents prior to 12:00
3
midnight, New York City time, on Tuesday, March 25, 2003, which is the
expiration date of the offer, unless the offer is extended. If you cannot
comply with any of these procedures, you still may be able to tender your
shares by using the guaranteed delivery procedures described in this document.
See "THE TENDER OFFER -- Procedure for Tendering Shares of Multex Common Stock
and Warrants" for more information.
- - UNTIL WHAT TIME CAN I WITHDRAW PREVIOUSLY TENDERED SHARES?
The tender of your shares may be withdrawn at any time prior to the expiration
date of the offer, and, if we have not by April 26, 2003, agreed to accept
your shares for payment, you can withdraw them at any time after such time
until we accept shares for payment. You may not, however, withdraw shares
tendered during any subsequent offering period. See "THE TENDER
OFFER -- Rights of Withdrawal" for more information.
- - HOW DO I WITHDRAW PREVIOUSLY TENDERED SHARES?
You (or your broker or bank if your shares were held in "street name") must
notify the Depositary at the address and telephone number listed on the back
cover of this document, and the notice must include the name of the
stockholder that tendered the shares, the number of shares (while you have the
right to withdraw the shares) to be withdrawn and the name in which the
tendered shares are registered. For complete information about the procedures
for withdrawing your previously tendered shares, see "THE TENDER
OFFER -- Rights of Withdrawal."
- - WHEN AND HOW WILL I BE PAID FOR MY TENDERED SHARES?
Subject to the terms and conditions of the Offer, we will pay for all validly
tendered and not withdrawn Multex shares promptly after the later of the date
of expiration of the Offer and the satisfaction or waiver of the conditions to
the Offer set forth in "THE TENDER OFFER -- Certain Conditions of the Offer"
of this document relating to governmental or regulatory approvals.
We will pay for your validly tendered and not withdrawn shares by depositing
the purchase price with the Depositary, which will act as your agent for the
purpose of receiving payments from us and transmitting such payments to you.
In all cases, payment for tendered Multex shares will be made only after
timely receipt by the Depositary of certificates for such shares (or of a
confirmation of a book-entry transfer of such shares), a properly completed
and duly executed Letter of Transmittal (or manually signed facsimile thereof)
and any other required documents for such shares. See "THE TENDER
OFFER -- Acceptance for Payment and Payment for Shares of Multex Common Stock"
for more information.
- - IF PROTON ACQUISITION CORPORATION CONSUMMATES THE OFFER, WHAT ARE ITS PLANS
WITH RESPECT TO ALL THE SHARES THAT ARE NOT TENDERED IN THE OFFER?
If we consummate the offer, we intend to cause a merger to occur between us
and Multex in which any remaining stockholders who have not previously
tendered (and not withdrawn) their shares will also receive $7.35 net in cash
without interest subject to their right to dissent and demand the fair cash
value of their shares under Delaware law. If the minimum tender condition is
not satisfied, we do not presently intend to acquire any shares.
- - IF I DECIDE NOT TO TENDER, HOW WILL THE OFFER AFFECT MY SHARES?
The purchase of Multex shares by us in the offer will reduce the number of
shares that might otherwise trade publicly and may reduce the number of
holders of shares, which could adversely affect the liquidity and market value
of the remaining shares held by the public. The shares may also cease to be
quoted on The Nasdaq Stock Market's National Market. Also, Multex may cease
making filings with the Securities and Exchange Commission or otherwise being
required to comply with the Securities and Exchange Commission's rules
relating to publicly held companies. As soon as possible, and in any event
immediately following our merger with and into Multex, Reuters intends to
cause the shares of Multex to cease to be quoted on The Nasdaq Stock Market's
National Market and cease to be registered under the Securities Exchange Act
4
of 1934, as amended. See "SPECIAL FACTORS -- Certain Effects of the Offer and
the Merger" for more information.
- - WHAT IS THE MARKET VALUE OF MY SHARES AS OF A RECENT DATE?
On February 14, 2003, the last full trading day prior to the public
announcement of the offer, the reported closing price of Multex common stock
on The Nasdaq Stock Market's National Market was $4.58 per share. On February
25, 2003, the last full trading day for which prices were available before the
commencement of the offer, the closing price of Multex common stock was $7.29
per share. You should obtain a recent market quotation for your shares in
deciding whether to tender your shares. See "THE TENDER OFFER -- Price Range
of Shares for Multex Common Stock" for recent high and low sales prices for
the shares.
- - WHO IS RESPONSIBLE FOR THE PAYMENT OF STOCK TRANSFER TAXES AND BROKERAGE FEES?
Stockholders of record who tender shares directly will not be obligated to pay
brokerage fees or commissions or, except as set forth in Instruction 6 of the
Letter of Transmittal, stock transfer taxes on the purchase of the shares by
us pursuant to the offer. If you hold your shares through a broker, bank or
other nominee you should check with such institution as to whether they charge
any service fees. See "SPECIAL FACTORS -- Certain Federal Income Tax
Consequences of the Offer" for more information.
- - IS MY SALE OF SHARES IN THE OFFER A TAXABLE TRANSACTION?
For most stockholders, yes. In general, stockholders who are United States
persons will recognize gain or loss for United States federal income tax
purposes equal to the difference between the adjusted basis of the shares sold
or exchanged and the amount of cash received therefor. See "SPECIAL
FACTORS -- Certain Federal Income Tax Consequences of the Offer" for more
information.
- - WHO CAN I TALK TO IF I HAVE QUESTIONS ABOUT THE OFFER?
If you have any questions you should contact the Dealer Manager, J.P. Morgan
Securities Inc., at (866) 262-0777 or the Information Agent, MacKenzie
Partners, Inc., at (800) 322-2885. See the back cover of this document for
more information.
- - WHY IS PROTON ACQUISITION CORPORATION MAKING THIS OFFER?
We are making this offer to enable our parent Reuters to acquire control of,
and ultimately to acquire the entire equity interest in Multex. Our offer to
buy your shares is the first step in our plans to acquire 100% of Multex. As
soon as practicable following the closing of the offer, we will merge into
Multex. After the merger, Multex will be owned exclusively by our parent
Reuters. See "SPECIAL FACTORS -- Purpose of the Offer; Plans for Multex."
5
TO THE HOLDERS OF SHARES OF COMMON STOCK OF MULTEX.COM, INC.:
INTRODUCTION
Proton Acquisition Corporation, a Delaware corporation ("Purchaser") and an
indirect wholly owned Subsidiary (as defined in "THE TENDER OFFER -- Acceptance
for Payment and Payment for Shares of Multex Common Stock") of Reuters Group
PLC, a public limited company organized under the laws of England and Wales
("Reuters"), hereby offers to purchase all of the outstanding shares of common
stock, par value $0.01 per share (the "Multex Common Stock"), of Multex.com,
Inc., a Delaware corporation ("Multex"), at $7.35 per share of Multex Common
Stock, net to the seller in cash (the "Per Share Amount"), without interest
thereon, upon the terms and subject to the conditions set forth in this Offer to
Purchase and in the related Letter of Transmittal (which, together with any
amendments or supplements hereto or thereto, collectively constitute the
"Offer"). Tendering stockholders who are record holders of their shares of
Multex Common Stock and tender directly to American Stock Transfer & Trust
Company (the "Depositary") will not be obligated to pay brokerage fees or
commissions or, subject to Instruction 6 of the Letter of Transmittal, stock
transfer taxes on the purchase of shares of Multex Common Stock by Purchaser
pursuant to the Offer. Stockholders who hold their shares of Multex Common Stock
through a broker, dealer, commercial bank, trust company or other nominee should
consult such institution as to whether it charges any service fees. Purchaser
will pay all charges and expenses of J.P. Morgan Securities Inc. (the "Dealer
Manager" or "JPMorgan"), the Depositary and MacKenzie Partners, Inc. (the
"Information Agent") incurred in connection with the Offer.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (I) THERE HAVING BEEN
PROPERLY AND VALIDLY TENDERED PURSUANT TO THE OFFER AND NOT WITHDRAWN PRIOR TO
THE EXPIRATION OF THE OFFER A NUMBER OF SHARES OF MULTEX COMMON STOCK WHICH,
TOGETHER WITH THE NUMBER OF SHARES OF MULTEX COMMON STOCK OWNED BY REUTERS,
PURCHASER OR ANY OF THEIR RESPECTIVE AFFILIATES, IF ANY, REPRESENTS AT LEAST A
MAJORITY OF THE TOTAL ISSUED AND OUTSTANDING SHARES OF MULTEX COMMON STOCK
(ASSUMING THE EXERCISE OF ALL OPTIONS, WARRANTS AND OTHER RIGHTS TO PURCHASE
SHARES OF MULTEX COMMON STOCK WHICH ARE THEN OR WHICH WILL BE WITHIN SIX MONTHS
THEREAFTER VESTED AND EXERCISABLE) (THE "MINIMUM CONDITION") AND (II) THE
TERMINATION OR EXPIRATION OF ANY APPLICABLE WAITING PERIOD UNDER THE HART-SCOTT-
RODINO ANTITRUST IMPROVEMENTS ACT OF 1976, AS AMENDED (THE "HSR ACT"), AND THE
TERMINATION, EXPIRATION OR OTHER SATISFACTION OF ANY OTHER COMPARABLE PROVISIONS
UNDER ANY APPLICABLE PRE-MERGER NOTIFICATION LAWS OR REGULATIONS OF FOREIGN
JURISDICTIONS. THE CONSUMMATION OF THIS OFFER IS ALSO SUBJECT TO THE OTHER
CONDITIONS DESCRIBED IN THIS OFFER TO PURCHASE. SEE "THE TENDER OFFER -- CERTAIN
CONDITIONS OF THE OFFER."
THE BOARD OF DIRECTORS OF MULTEX, ACTING ON THE UNANIMOUS RECOMMENDATION OF
A SPECIAL COMMITTEE OF THE BOARD OF DIRECTORS COMPRISED ENTIRELY OF INDEPENDENT
DIRECTORS (THE "TRANSACTION COMMITTEE"), HAS UNANIMOUSLY DETERMINED THAT THE
MERGER AGREEMENT (AS DEFINED BELOW) AND THE TENDER AGREEMENT (AS DEFINED BELOW)
AND THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING, BUT NOT LIMITED TO, THE
OFFER AND THE MERGER, ARE FAIR TO AND IN THE BEST INTERESTS OF MULTEX AND ITS
STOCKHOLDERS, HAS UNANIMOUSLY APPROVED AND DECLARED ADVISABLE THE MERGER
AGREEMENT AND THE TENDER AGREEMENT AND UNANIMOUSLY RECOMMENDS THAT MULTEX'S
STOCKHOLDERS ACCEPT THE OFFER, TENDER THEIR SHARES OF MULTEX COMMON STOCK
PURSUANT TO THE OFFER AND APPROVE AND ADOPT THE MERGER AGREEMENT AND THE MERGER
AND THE TRANSACTIONS CONTEMPLATED THEREBY.
6
The Offer is being made pursuant to an Amended and Restated Agreement and
Plan of Merger, dated as of February 24, 2003 (the "Merger Agreement"), among
Reuters, Purchaser and Multex, pursuant to which, after the completion of the
Offer and on the terms and subject to the conditions of the Merger Agreement, at
the Effective Time (as defined below) in accordance with the General Corporation
Law of the State of Delaware (the "DGCL"), Purchaser will be merged with and
into Multex (the "Merger") and the separate existence of Purchaser shall
thereupon cease. Multex shall continue its existence under the laws of the State
of Delaware. As a result of the Merger, Multex (sometimes referred to in this
Offer to Purchase as the "Surviving Corporation") will become an indirect wholly
owned subsidiary of Reuters.
The Merger shall become effective upon the filing of a certificate of
merger with the Secretary of State of the State of Delaware or at such
subsequent time or date as Reuters and Multex shall agree and specify in the
certificate of merger. The time at which the Merger becomes effective is
referred to in this document as the "Effective Time". In the Merger, each issued
and outstanding share of Multex Common Stock (other than any shares of Multex
Common Stock owned by Reuters, Purchaser or any other subsidiary of Reuters, or
by Multex or any subsidiary of Multex, or shares of Multex Common Stock, if any,
that are held by any stockholder who is entitled to and who properly demands
appraisal of such shares of Multex Common Stock pursuant to, and who complies in
all respects with, the provisions of Section 262 of the DGCL ("Dissenting
Stockholders") immediately prior to the Effective Time) shall, by virtue of the
Merger and without any action on the part of the holder thereof, be converted
into the right to receive from the Surviving Corporation in cash, without
interest, the Per Share Amount or any higher price paid for any shares of Multex
Common Stock pursuant to the Offer.
Bear, Stearns & Co. Inc., financial advisor to the Transaction Committee,
has delivered to the Transaction Committee its opinion, dated February 17, 2003
(the "Financial Advisor Opinion"), to the effect that, as of such date, and
based on and subject to the matters set forth therein, the cash consideration to
be received by the holders of shares of Multex Common Stock (other than Reuters
and its affiliates) pursuant to the Offer and the Merger is fair, from a
financial point of view. A copy of the Financial Advisor Opinion, which sets
forth the assumptions made, procedures followed, matters considered and limits
on the review undertaken, is attached as Annex B to Multex's
Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9"),
which has been filed by Multex with the Securities and Exchange Commission (the
"SEC") in connection with the Offer and which is being mailed to stockholders
herewith. Stockholders are urged to, and should, read the Financial Advisor
Opinion carefully and in its entirety.
Pursuant to the Merger Agreement, Multex granted to Purchaser an
irrevocable option to purchase up to that number of shares of Multex Common
Stock equal to the lowest number of shares of Multex Common Stock that, when
added to the number of shares of Multex Common Stock collectively owned by
Reuters, Purchaser and any other affiliates of Reuters immediately following
consummation of the Offer, will constitute at least 90% of the shares of Multex
Common Stock then outstanding on a fully diluted basis (assuming the issuance of
the shares of Multex Common Stock pursuant to this option and the exercise of
all Options (as defined below), Warrants (as defined below) and any other rights
to acquire shares of Multex Common Stock on the date of the Top-Up Exercise
Event (as defined in "Top-Up Option" in "SPECIAL FACTORS -- The Merger
Agreement; The Tender Agreement and The Employment Agreement")) at a purchase
price per share of Multex Common Stock issued pursuant to this option equal to
the Per Share Amount. See "Top-Up Option" in "SPECIAL FACTORS -- The Merger
Agreement; The Tender Agreement and The Employment Agreement".
According to Multex, as of February 10, 2003, there were 32,511,117 shares
of Multex Common Stock issued and outstanding and no shares of capital stock of
Multex have been acquired by Multex that are subject to any future payment
obligation. According to Multex, as of February 3, 2003, there were (i)
9,343,138 shares of Multex Common Stock subject to issuance upon exercise of
unexpired and unexercised Options under Multex's 1999 Stock Option Plan and of
which Options to purchase 4,830,481 shares of Multex Common Stock had an
exercise price that is less than the Per Share Amount, (ii) 8,705 shares of
Multex Common Stock were subject to issuance upon exercise of unexpired and
unexercised Options under the BuzzCompany.com Inc. 1999 Stock Option Plan and of
which Options to purchase 8,705 shares of Multex Common Stock have an exercise
price that is less than the Per Share Amount, (iii) 207,350 shares of Multex
7
Common Stock were subject to issuance upon exercise of unexpired and unexercised
Options under Multex's 1995 Market Guide Key Employee Incentive Plan and of
which Options to purchase 81,300 shares of Multex Common Stock have an exercise
price that is less than the Per Share Amount, (iv) 400,000 shares of Multex
Common Stock were reserved for issuance pursuant to any other option plans,
agreements or arrangements and of which Options to purchase zero shares of
Multex Common Stock have an exercise price that is less than the Per Share
Amount and (v) 69,240 shares of Multex Common Stock were subject to issuance
upon exercise of outstanding warrants for shares of Multex Common Stock (the
"Warrants") issued by Multex and of which Warrants for 37,381 shares of Multex
Common Stock have an exercise price that is less than the Per Share Amount.
According to Multex, as of February 17, 2003, 530,000 treasury shares of Multex
Common Stock were owned by Multex or its subsidiaries. The term "Options" means
each unexpired and unexercised option on shares of Multex Common Stock granted
from time to time by Multex. There will be 3,797,505 shares of Multex Common
Stock subject to issuance upon exercise of Options, Warrants and other rights to
purchase shares of Multex Common Stock (other than the Top-Up Option (as defined
in "SPECIAL FACTORS -- The Merger Agreement; The Tender Agreement and The
Employment Agreement")) that will be vested and exercisable on or following
February 3, 2003, and on or prior to September 25, 2003, assuming the price for
shares of Multex Common Stock is equal to the Per Share Amount and the Offer is
completed on March 25, 2003. Based on this information, the Minimum Condition
would be satisfied if at least approximately 16,228,557 shares of Multex Common
Stock (excluding those shares of Multex Common Stock owned by Reuters, Purchaser
and their respective affiliates) are tendered and not withdrawn prior to the
Expiration Date (as defined in "THE TENDER OFFER -- Terms of the Offer").
Concurrently with the execution and delivery of the Merger Agreement,
Messrs. Mikhail Akselrod, Gregg Amonette, Christopher F. Feeney, Jeffrey S.
Geisenheimer, Isaak Karaev, John Mahoney and Robert Skea, who are officers of
Multex (collectively, "Management"), entered with Reuters and Purchaser into a
Stockholder Tender and Voting Agreement, dated as of February 17, 2003 (the
"Tender Agreement"). Pursuant to the Tender Agreement, Management has agreed to
tender the aggregate 1,209,908 shares of Multex Common Stock currently
beneficially owned by them and any additional shares of Multex Common Stock with
respect to which they become the beneficial owners (including, without
limitation, whether by purchase, by the exercise of Options or otherwise)
(collectively, but excluding any shares of Multex Common Stock that Management
disposes of in compliance with the Tender Agreement, the "Tender Shares").
Management has also agreed to vote the Tender Shares (and has granted Purchaser
an irrevocable proxy to vote the Tender Shares) in favor of the Merger and
against any action that would result in a breach in any material respect of any
covenant, representation or warranty or any other obligation or agreement of
Multex under the Merger Agreement or would, or could reasonably be expected to,
impede, interfere with, delay, postpone, attempt to discourage or adversely
affect the Merger or the Offer. See "The Tender Agreement" in "SPECIAL
FACTORS -- The Merger Agreement; The Tender Agreement and The Employment
Agreement."
8
SPECIAL FACTORS
1. BACKGROUND OF THE OFFER; CONTACTS WITH MULTEX
BACKGROUND OF REUTERS' INVESTMENT IN MULTEX. As of February 26, 2003,
Reuters holds, through one of its subsidiaries, 1,944,445 shares of Multex
Common Stock or approximately 6.0% of the outstanding shares of Multex Common
Stock. Reuters' ownership of Multex Common Stock does not provide Reuters with
the ability to exercise control over or influence the management and operations
of Multex or to nominate or select any directors. Reuters' ownership is the
result of an investment made in an early round of pre-IPO financing in June
1996, and Reuters has not made any investment in, or acquired any further shares
of, Multex since such date. In addition, prior to entering into the Merger
Agreement, Reuters had no contractual rights that provided it with the ability
to approve, veto or be consulted regarding any significant corporate event or
other matter involving Multex or to gain access to confidential information of
Multex.
Multex's Board of Directors currently consists of seven directors and one
vacancy. One directorship is occupied by an officer of Reuters, Devin Wenig,
President -- Customer Segments, who has been on Multex's Board since February
2000 (other officers of Reuters have served as directors of Multex in the past).
Mr. Wenig joined the Board of Directors of Reuters as an executive director on
February 17, 2003. Reuters does not have any contractual right to nominate any
member of Multex's Board or of any Multex Board committee, nor does Reuters' 6%
equity interest provide it with the ability to ensure the nomination or re-
election of any person to Multex's Board. Mr. Wenig does not sit on Multex's
Board as a deputized representative of Reuters. Mr. Wenig does not serve on the
Audit or Compensation Committee of the Board of Directors of Multex.
Another Multex director, Sir Peter Job, was the Chief Executive Officer of
Reuters until his full retirement on July 31, 2001. Sir Peter does not serve as
a representative of Reuters on Multex's Board and was not nominated to Multex's
Board until April 23, 2002. Sir Peter does not own any shares of Multex Common
Stock or hold any options to acquire shares of Multex Common Stock, nor does he
serve on the Audit or Compensation Committee of Multex's Board. Sir Peter is
also a director of TIBCO Software Inc. ("TSI"), which is 49.9% owned indirectly
by Reuters through one of its subsidiaries. Sir Peter was initially nominated to
the Board of TSI while he was Reuters' CEO.
Mr. Wenig and Sir Peter are both directors of Instinet Group Incorporated
("Instinet"), a majority owned and publicly quoted subsidiary of Reuters.
BACKGROUND OF REUTERS' BUSINESS RELATIONSHIPS WITH MULTEX. Reuters and
Multex maintain a series of ordinary course commercial relationships, and have
engaged in two joint ventures.
LICENSE AGREEMENTS REGARDING MULTEX PRODUCTS. Multex and various of its
subsidiaries license certain of its products to Reuters and various of its
subsidiaries pursuant to several license agreements.
Reuters Limited is a party to the Data License Agreement, dated March 30,
2001 with Multex Earnings (UK) Limited ("Multex Earnings"), pursuant to which
Multex Earnings licenses Reuters and its subsidiaries the rights to distribute
earnings estimates data on certain Reuters products. Reuters Limited pays Multex
Earnings $1,600,000 per year under this agreement. Reuters Limited is also a
party to the Data License Agreement, dated April 29, 1996, with Multex, pursuant
to which Multex provides Reuters Limited with fundamental data for distribution
on Reuters products. Under this agreement, Reuters Limited paid Multex
$1,750,000 in each of the periods July 2000 to June 2001 and July 2001 to June
2002. This agreement terminated on June 30, 2002, but is being renewed on a
month-to-month basis for $172,208.33 per month until a new agreement can be
negotiated. Finally, Reuters Limited is a party to the Specialist Data
Agreement, dated July 15, 1998, with Multex, pursuant to which Reuters Limited
distributes Multex broker research through certain Reuters products. This
agreement is structured as a revenue sharing arrangement. Under this agreement,
Reuters Limited paid $924,980.38 to Multex in 2001 and $811,246.98 in 2002. In
addition, Reuters Limited received royalties from Multex for each Reuters
Limited customer that accessed Multex's Research on Demand product via through
Reuters Limited. Reuters Limited received $29,550.21 in 2001 and $20,949.49 in
2002 in such royalties from Multex.
9
Wall Street on Demand ("WSOD") is a party to the Multex Database
Distribution Agreement, dated December 4, 1999, with Multex, pursuant to which
WSOD creates products using Multex data for clients agreed to by WSOD and
Multex. This agreement is structured as a revenue sharing arrangement. Under
this agreement, since Reuters' acquisition of WSOD in late September 2001,
revenue from October through December 2001 was $72,747 and 2002 revenue was
$120,000.
Instinet, a subsidiary of Reuters, was a party to the Internet Distribution
License and Data Delivery Agreement, dated August 1, 2000, with Market Guide
Inc., a subsidiary of Multex, pursuant to which Instinet was licensed to include
Multex content on its website. This agreement was terminated in September 2001.
Reuters Limited is a party to the Multex Market Guide Database License,
dated September 1, 2001, with Multex, pursuant to which Reuters Limited is
licensed to deliver Multex consensus estimates data as part of a Reuters Limited
report that is distributed through MultexNet and MultexInvestor. Under this
agreement, Reuters Limited paid Multex nothing in 2001 and $16,554 in 2002.
Reuters Limited is also a party to the Multex Market Guide Database License,
dated April 1, 2001, with Multex, pursuant to which Reuters Limited
redistributes Multex consensus and detailed estimates data through the StockVal
product. Under this agreement, Reuters Limited paid Multex nothing in 2001 and
$6,700 in 2002.
Reuters America Inc. ("Reuters America") is a party to the Internet
Distribution License Agreement, dated March 4, 1998, with Multex, pursuant to
which Reuters America distributes certain products owned by Multex. Under this
agreement, Reuters America paid Multex $188,000 in 2001 and $158,000 in 2002.
Dow Jones Reuters Business Interactive LLC ("Factiva"), a joint venture
between Reuters Group PLC and Dow Jones & Company, Inc., is a party to the
Information Provider Linking Agreement, dated March 6, 1998, with Multex
Systems, Inc. and Dow Jones & Company, Inc., pursuant to which Factiva can link
from its site to a co-branded site created by Multex. Factiva is a party to this
agreement pursuant to a letter agreement, dated July 11, 2000. Under this
agreement, Factiva paid Multex approximately $222,808.69 in 2001 and $210,796.20
in 2002.
DATA LICENSE AGREEMENTS REGARDING REUTERS PRODUCTS. Reuters licenses
certain of its products to Multex pursuant to several license agreements.
Reuters America is a party to the Master Services Agreement, dated March
28, 2002, with Multex, pursuant to which Multex receives a license to the
Reuters DataScope product and the Reuters Investor product. Under this
agreement, Multex paid Reuters America $420,000 in 2002.
Reuters Limited also provides data and content to two joint ventures
between Reuters and Multex. See "Joint Ventures" below.
DISTRIBUTION AGREEMENTS REGARDING REUTERS PRODUCTS. Multex distributes
Reuters' products pursuant to several distribution agreements.
Multex builds and hosts a website dedicated to the Reuters Credit product.
For these services, Multex received L423,750 in 2001 and L946,875 in 2002.
Reuters America, through its StockVal unit, is a party to the Multex
Contributor Agreement, dated October 15, 2001, with Multex, pursuant to which
Multex redistributes StockVal reports to Multex clients. Under this agreement,
Multex paid nothing to Reuters America in 2001 and $55,000 in 2002.
Prior to the termination of their relationship, Instinet and Multex had
several distribution arrangements. Instinet.com Corporation ("Instinet.com") was
a party to the Electronic Distribution Services Agreement, dated September 23,
1999, with Multex, pursuant to which Multex was to create a site for
Instinet.com across which Instinet content was to be delivered. Under this
agreement, Instinet.com paid Multex $540,000 in 2001 as fees for services
provided from December 1999 through March 2001. The agreement was then
terminated by Instinet.com for a termination fee of $1,500,000. Instinet
Corporation was also a party to the Electronic Distribution Services Agreement,
dated December 20, 1999, with Multex, pursuant to which Multex created an
additional site for Instinet. No payments were made under this agreement in 2001
or 2002. Instinet terminated this agreement in 2002 for a termination fee of
$700,000.
10
MARKETING AGREEMENTS. Reuters America is a party to the Advertising
Procurement and Trafficking Agreement, dated June 19, 2002, with Multex,
pursuant to which Multex is designated as the primary online advertising
representation firm for Reuters.com and granted the non-exclusive right to
obtain sponsorship arrangements for Reuters.com. This agreement is structured as
a revenue sharing arrangement. Multex bills and passes on a portion of the
revenues to Reuters. Under this agreement, Reuters America received $257,000
from Multex in 2002.
Instinet Corporation was a party to the Marketing Agreement, dated August
1, 2000, with Multex, pursuant to which Instinet agreed to promote Multex's
services on its website.
JOINT VENTURES. Reuters and Multex are parties to two joint ventures,
Multex Investor Europe Limited ("MIE") and Multex Investor Japan Limited
("MIJ"). MIE was formed in 2000 and MIJ was formed in 2000 (though the MIJ
transaction structure was not completed until 2001). Reuters and Multex are
equal partners in these joint venture companies, with a Japanese firm holding a
small interest (3.9%) in MIJ. These joint ventures seek to extend the Multex
Investor products and services in certain countries in those regions, which at
present are the United Kingdom, Germany and Japan, by being the exclusive
vehicles for both companies for such products, customized for the relevant
regions, in those countries. In each venture, Reuters' contribution consists
primarily of cash, and Multex's contribution consists primarily of services and
royalty-free licenses of intellectual property rights. During 2002, MIE and MIJ
paid Multex approximately $1,000,000 and $600,000, respectively, for certain
services, licenses and products it provides to the joint ventures. Reuters and
Multex have equal representation on the Boards of MIE and MIJ and, in both
cases, Multex and Reuters directors acting together elect another director.
In connection with the MIE joint venture, Reuters, Multex and MIE entered
into a Content License, dated February 23, 2000, under which Reuters Limited
licensed certain data to MIE and Multex for use on their websites. Multex
terminated its participation in this agreement in 2002, after payment to Reuters
of $1,075,000 in 2001 and $252,000 in 2002. Pursuant to the terms of the
agreement, MIE is required to pay Reuters royalties of 50% of its net
advertising revenues on qualifying pages on its website; to date, Reuters has
not received any money from MIE.
Reuters Limited and MIE also entered into a Trademark License, dated
February 23, 2000, for use of the "Reuters" name and logo by MIE. The trademarks
are licensed royalty-free to MIE to the extent permissible under relevant
transfer pricing rules.
The second joint venture, MIJ, provides registered members a range of
software applications, Japanese-language news and financial information that
will allow them to analyze and manage their own personal investment portfolios.
MIJ's content also includes research from leading stockbrokers, investment banks
and independent research firms. In connection with the MIJ joint venture,
Reuters Japan KK and MIJ entered into the following agreements, all dated
February 6, 2001: a Content Master Agreement pursuant to which MIJ can license
content from Reuters Japan KK (Reuters Japan KK received approximately
$3,000,000 as a pre-payment for the services under this agreement) and a
Trademark License for use of the "Reuters" name and logo by MIJ.
BACKGROUND OF THE TENDER OFFER. In the course of the commercial
relationships between Multex and Reuters described above under "Background of
Reuters' Investment in Multex" and "Background of Reuters' Business
Relationships with Multex", from time to time during the past few years Mr.
Isaak Karaev, Multex's Chief Executive Officer, and representatives of Reuters
have had discussions regarding a possible business combination or other
strategic relationship between the two companies. None of these discussions
progressed in any meaningful way.
In late 2002, during a conversation between Mr. Karaev and Mr. Thomas
Glocer, Chief Executive Officer of Reuters, Mr. Glocer expressed an interest in
entering into discussions regarding Reuters' potential acquisition of Multex.
On December 3, 2002, at a regularly scheduled meeting the Reuters Board of
Directors discussed with Reuters' management a potential acquisition of Multex
and approved exploratory discussions.
11
On Thursday, December 12, 2002, Mr. Karaev and Mr. Christopher Ahearn,
President -- Corporates & Media of Reuters, met and agreed to work towards a
common view on the valuation at which the respective parties may be prepared to
proceed with a transaction. Mr. Karaev indicated that Multex believed a minimum
acceptable price must exceed $7.00 per share.
Thereafter, on Tuesday, December 17, 2002, at a special meeting of the
Board of Directors of Multex, the Board formed the Transaction Committee
consisting of Robert Greene, Lennert Leader, Maurice Miller and John Tugwell.
None of these individuals is or has been a director, officer or employee of
Reuters (or any subsidiary of Reuters) or an officer or employee of Multex or
its subsidiaries.
On the same day, representatives of Reuters and senior Multex executives
met to discuss the process for the two companies in considering and progressing
a possible transaction. At that meeting, the Multex executives agreed to make
high level financial information regarding Multex available for Reuters' review.
Reuters and Multex entered into a confidentiality agreement (the
"Confidentiality Agreement"), and thereafter Multex began providing Reuters with
certain non-public information concerning Multex's business with a view towards
enabling Reuters to provide Multex with an indication of the range at which
Reuters would consider proposing to acquire Multex.
On Friday, December 20, 2002, the Transaction Committee retained Davis Polk
& Wardwell as its legal counsel. Thereafter, on January 8, 2003, Bear, Stearns &
Co. Inc. was asked to serve as financial advisor to the Transaction Committee,
and Bear, Stearns began assisting Multex in its review and evaluation of its
strategic alternatives.
Over the weekend of January 11-12, 2003, Mr. Ahearn spoke with Mr. Karaev
and communicated that, based on information received and discussions with Multex
management to date, Reuters preliminarily valued Multex at a price not likely to
exceed $6.00 per share. Mr. Ahearn made clear that any indications of value were
subject to satisfactory due diligence, mutually acceptable definitive
documentation, satisfactory employment arrangements, and approval of Reuters'
Board of Directors, among other things. Mr. Ahearn also advised Mr. Karaev that
Reuters wished to pursue a negotiated transaction with Multex on an expedited
basis and emphasized that Reuters would terminate discussions if Multex
undertook an auction process. Mr. Karaev indicated that Multex's views on
valuation had not changed.
On Monday, January 13, 2003, Mr. Karaev met with Mr. Ahearn and Mr. Eric
Lint, Executive Vice-President - Business Development of Reuters, to discuss
preliminary valuation. Mr. Karaev and Mr. Ahearn each reiterated their views on
value. Mr. Ahearn indicated that Reuters desired to enter into a transaction by
February 10, 2003 and, to that end, it was important for Reuters to have access
to Multex's business segment heads in order to ask questions of them and further
Reuters' understanding of Multex's business. On the following day,
representatives of Reuters and Multex met again to discuss certain high-level
financial information regarding Multex.
On Wednesday, January 15, 2003, a meeting of the Transaction Committee was
held. Following the Transaction Committee meeting, Mr. Karaev told Mr. Ahearn in
a telephone call that he had preliminarily discussed Reuters' proposed offer
range with the Transaction Committee, and that the Transaction Committee was
considering commencing discussions with other companies who might have an
interest in a transaction with Multex. Mr. Ahearn reiterated that Reuters was
unwilling to participate in an auction process.
On the same day, Mr. Lint met with Mr. Karaev. In response to Mr. Lint's
request that Multex make more detailed due diligence information available to
Reuters, Mr. Karaev stated that Multex wanted to keep the information exchanged
at a high level and focus on evaluating operational and strategic synergy
issues.
On Thursday, January 16, 2003, representatives of Reuters spoke with
representatives of Multex and separately representatives of the companies'
financial advisors spoke with each other, in each case to discuss the companies'
respective views regarding value. Neither party indicated any different views on
valuation during these discussions.
On Friday, January 17, 2003, Multex's and Reuters' financial advisors
engaged in discussions in which Multex's financial advisor indicated that some
additional, non-public information would continue to be made
12
available, but that Multex would require Reuters to enter into a standstill
agreement. Multex's advisors also indicated that Multex had been approached with
an unsolicited, informal indication of interest. Reuters' financial advisor
reiterated Reuters' unwillingness to participate in an auction. Multex's
advisors indicated that Multex would be able to make financial projections
available by early the following week.
On Wednesday, January 22, 2003, certain business segment heads of Multex
met with representatives of Reuters for most of the day to discuss financial and
operational issues and possible areas of synergies. Towards the end of the
meeting, Reuters reiterated previous requests to be provided with Multex's
financial projections and more detailed information regarding its business than
previously had been made available by Multex. Multex notified Reuters that it
would not provide financial projections or more detailed due diligence
information regarding Multex to Reuters unless Reuters increased its proposed
value range and entered into a standstill agreement.
On Thursday, January 23, 2003, Reuters indicated to Multex that it would
enter into a standstill agreement, but only in satisfactory form and only if
Multex agreed to enter into a one-month exclusivity agreement with Reuters.
Multex refused to consider any exclusivity agreement and reiterated Multex's
requirement that Reuters execute a standstill agreement before receiving
projections or any more detailed information regarding Multex.
On Friday, January 24, 2003, Multex's and Reuters' respective financial
advisors engaged in discussion in which Multex's financial advisor indicated
that Reuters needed to make a substantial increase in its proposal in order to
progress the exchange of information and a transaction more generally. Following
a discussion with management of Reuters, Reuters' financial advisors suggested
to Multex's financial advisors that, based on information received and
discussions with Multex management to date, including regarding possible levels
of synergies, Reuters would consider increasing its proposed offer for Multex by
approximately 10%. Reuters' financial advisors reiterated its interest in
further discussions and in receiving more detailed information regarding
Multex's financial performance and business generally, but Multex again demanded
that Reuters enter into a standstill agreement. Multex's financial advisors also
reiterated Multex's view that Reuters would need to propose a valuation in
excess of $7.00 per share to be considered a viable bidder for Multex.
On Tuesday, January 28, 2003, Mr. Ahearn telephoned Mr. Karaev to inform
him that, based on information received and discussions with Multex management
to date (including regarding synergies) and subject to the previously listed
caveats, Reuters would be willing to consider paying $7.00 per share in cash for
all outstanding shares of Multex Common Stock. Mr. Ahearn indicated that Reuters
had reached the limit of the price that it was willing to offer without
substantial additional positive information, and stated that Reuters desired an
exclusivity agreement before moving forward. Mr. Karaev said Reuters had reached
a value range where Multex considered Reuters a "serious" bidder but reiterated
that Multex was not willing to enter into an exclusivity agreement. Mr. Karaev
also reiterated that Multex would not move forward without a standstill
agreement, and would not discuss their view of valuation with Reuters further
until Reuters had reviewed Multex's projections after entering into a standstill
agreement. Later that day, Reuters sent Multex a detailed information request
and indicated it would consider entering into a standstill agreement in
satisfactory form.
On the same day, the Board of Directors of Multex held a regularly
scheduled meeting. Later on the same day, the Transaction Committee held a
meeting.
On Thursday, January 30, 2003, Multex announced its financial results for
the fourth quarter ended December 31, 2002. Multex reported a lower net loss for
that period compared with the same period a year earlier, attributed in part to
higher revenues, the elimination of performance-based warrant charges and
improved gross margins.
Also on Thursday, January 30, 2003, Reuters and Multex entered into a
standstill agreement (the "Standstill Agreement") as a precondition to Multex
providing Reuters with additional non-public information that had been requested
by Reuters. On the same day, following execution of the Standstill Agreement,
Multex provided its 2003 internal high level, long term projections to Reuters.
On Friday, January 31, 2003, the management of Reuters provided an update
on the status of the transaction at a regularly scheduled meeting of the Board
of Directors of Reuters. Reuters' Board of Directors
13
authorized a subcommittee to approve the specific terms of an acquisition of
Multex within a set of parameters. Later that day, Mr. Ahearn spoke with Mr.
Karaev and discussed issues raised at Reuters' Board of Directors meeting and
the desire of both parties to progress discussions. However, Multex's
representatives refused to provide more detailed due diligence until there was a
narrowing of views on purchase price.
On Friday, January 31, 2003, and Sunday, February 2, 2003, the Transaction
Committee held meetings.
On Monday, February 3, 2003, representatives of Multex and Reuters and
their financial advisors met to further discuss the proposed business
combination and Multex's financial projections. Later in the day, Multex's
financial advisor communicated to Reuters' financial advisor Multex's
willingness to consider a transaction, but only at a higher price. During the
following days, Reuters' and Multex's financial advisors engaged in negotiations
over the proposed price per share during which time Reuters' financial advisor
reiterated a $7.00 price per share limit based on the information received to
date, and Multex's financial advisor indicated that Multex's Transaction
Committee had only authorized discussions at a price in excess of $8.00 per
share.
On Wednesday, February 5, 2003, Mr. Karaev called Mr. Lint and told him
that the Transaction Committee would meet on February 6, 2003. Mr. Lint
reiterated that Reuters would not go above $7.00 per share based on the
information it had been provided to date. On that same day,
PricewaterhouseCoopers LLP began conducting an accounting review of Multex on
behalf of Reuters. Also, Reuters' counsel informed the Transaction Committee's
counsel that Reuters intended to complete the transaction as rapidly as possible
and accordingly required that the transaction be structured as a tender offer
for all outstanding shares followed by a second-step merger in which Reuters
would acquire all the shares of Multex Common Stock not tendered into the tender
offer, as well as certain other desired key terms of the transaction.
On Thursday, February 6, 2003, the Transaction Committee held a meeting.
Following the meeting, Mr. Karaev indicated to Mr. Ahearn that the Transaction
Committee did not believe that $7.00 per share was a sufficiently pre-emptive
price and that, although they had been in active discussions with Reuters
exclusively in good faith, if Reuters did not increase its offer, Multex would
consider approaching other possible acquirors. Mr. Karaev also informed Mr.
Ahearn that Multex had received an unsolicited preliminary expression of
interest from another company. Mr. Ahearn indicated that Multex could of course
pursue another opportunity if it chose, but reiterated that the price proposed
by Reuters was a firm price based on the information received and discussions
with management to date, and that if Reuters learned that Multex was in
discussions with another bidder it would terminate its discussions with Multex.
During the day of Friday, February 7, 2003, Reuters' financial advisors and
Multex's financial advisors spoke to discuss the status of the transaction and
information regarding Multex. Multex's financial advisors indicated that they
had not been authorized to offer a price below $8.00 per share, but they
inquired whether Reuters would be willing to increase its proposed price if
Multex was willing to decrease its proposed price. Reuters' financial advisors
indicated they would need to discuss the matter with representatives of Reuters.
Mr. Glocer and Mr. Karaev subsequently spoke on Friday, February 7, 2003.
During the call, Mr. Glocer suggested Multex consider a price of $7.25 per share
in cash for all outstanding shares of Multex, but that he would need to discuss
that price with Reuters' Board of Directors before he could formally offer it
and that it was subject to detailed due diligence and the other previously
listed caveats. Mr. Karaev indicated that although he was not authorized to
offer it, he would like to discuss whether the parties could settle on a $7.50
per share price. Mr. Glocer also stated that he believed that due to closing
risks associated with the other potentially interested party, any expressions of
interest from any such party could not be considered comparable to an equal bid
by Reuters. Mr. Glocer and Mr. Karaev agreed that the parties should continue
considering the matter over the weekend and engage in further discussions if
warranted. In a telephone conversation on Saturday, February 8, 2003, Mr. Ahearn
reiterated to Mr. Karaev that Reuters' proposed price per share was $7.25.
On Sunday, February 9, 2003, Mr. Glocer and Mr. Karaev spoke again. In this
discussion, Mr. Glocer stated that Reuters' last and final offer was $7.35 per
share for all outstanding shares of Multex, based on all the information
received and discussions with Multex management to date, including regarding
possible levels
14
of synergies, and subject to approval of Reuters' Board of Directors, detailed
due diligence and the other previously listed caveats. Mr. Karaev indicated that
he believed this might be a sufficient price for the parties to pursue a
potential transaction and that he would discuss it with the Transaction
Committee. Mr. Ahearn confirmed Mr. Glocer's proposal in a telephone
conversation with Mr. Karaev on Monday morning, February 10, 2003, and Mr.
Karaev then reported the latest proposal at a meeting of the Transaction
Committee later that morning.
Following the Monday, February 10, 2003, Transaction Committee meeting,
legal counsel of Multex and Reuters exchanged draft merger agreements and
initiated discussion of a number of significant issues pertaining to those draft
agreements. On that same day, Reuters and its advisors began pursuing detailed
legal information through visits to a data room at the offices of Davis Polk &
Wardwell, as well as detailed operational due diligence through discussions with
certain Multex personnel. Negotiations of definitive documentation and the
exchange and analyses of information regarding Multex's business continued
throughout the week. In the course of the continued financial due diligence,
Multex provided its 2003 operating budget to representatives of
PricewaterhouseCoopers LLP.
On Friday, February 14, 2003, Reuters' management met with a subcommittee
of Reuters' Board of Directors to formally propose the acquisition of Multex for
$7.35 per share. After discussion, the subcommittee approved the acquisition
within certain parameters and subject to certain conditions to be fulfilled
prior to entering into a definitive agreement.
From Friday, February 14 through Monday, February 17, 2003, representatives
of Reuters and Multex engaged in numerous conference calls and meetings to
negotiate the terms of the Merger Agreement and the Tender Agreement.
On Sunday, February 16, 2003, the Transaction Committee held a meeting.
On Monday, February 17, 2003, at a regularly scheduled meeting, the Board
of Directors of Reuters was informed by Mr. Glocer and the Chairman that the
subcommittee had approved the Multex acquisition as described above and that it
was anticipated that, subject to completion of mutually acceptable definitive
documentation and approval by the Multex board, definitive agreements would be
signed that evening.
On Monday evening, February 17, 2003, the Transaction Committee again met
by telephone with its legal counsel and financial advisors. The Transaction
Committee agreed to recommend the proposed transaction to the Board of
Directors. Immediately following, the Board of Directors held a meeting by
telephone at which time the Transaction Committee reported its recommendation of
the proposed transaction to the Board of Directors of Multex. The Board
unanimously approved the proposed transaction.
The parties executed a merger agreement as of February 17, 2003 (which was
thereafter amended and restated as of February 24, 2003, to clarify certain
issues and language to reflect the parties' intent more accurately), and the
transaction was publicly announced in both the United Kingdom and the United
States during the early morning of Tuesday, February 18, 2003.
2. MULTEX'S POSITION REGARDING THE FAIRNESS OF THE OFFER
In (i) determining that each of the Offer, the subsequent Merger and the
Merger Agreement is advisable, fair to and in the best interests of Multex and
its stockholders, excluding Reuters together with its affiliates, (ii) approving
and adopting the Merger Agreement and the transactions contemplated thereby
(including the Offer and the Merger) and (iii) recommending that Multex's
stockholders tender their shares of Multex Common Stock into the Offer and, if
applicable, approve and adopt the Merger Agreement and the Merger, the
Transaction Committee, in making its recommendation, and the Multex Board of
Directors, in giving its approval, considered a number of factors in making the
recommendation, including the following:
(a) Multex's business, financial condition, results of operations, assets,
liabilities, business strategy and prospects, as well as various uncertainties
associated with these prospects. Specifically, the Transaction Committee
considered:
(i) the historical performance of Multex;
15
(ii) Multex management's business plan for fiscal year 2003;
(iii) the long-range projections of Multex management;
(iv) the potential impact on Multex's business plan posed by various
risks inherent in achieving Multex management's long-range plan;
(v) the challenging current economic conditions generally and the
economic pressures facing Multex's customers; and
(vi) the greater financial resources of some of Multex's
competitors which could create competitive disadvantages to Multex;
(b) the public market for shares of Multex Common Stock. Specifically,
the Transaction Committee considered:
(i) the decline in trading prices for shares of Multex Common Stock
in the period since its initial public offering and the low probability
that these market values would recover over the short-term;
(ii) the historical and current market prices, EBITDA and other
multiples, recent trading activity and trading range for shares of
Multex Common Stock, market indices and the common shares for businesses
in the Financial Information Services Sector provided to the Transaction
Committee by Bear Stearns; and
(iii) the historically low trading volume of the shares of Multex
Common Stock, the volatility of the stock price for these shares and the
ability of holders of shares of Multex Common Stock to realize liquidity
with respect to their shares in light of the trading volume and
volatility even if Multex were to achieve its business plan;
(c) the potential stockholder value that could be expected to be
generated from the other strategic alternatives to an extraordinary
transaction with Reuters. This included continuing to maintain Multex as an
independent, publicly held corporation and not engaging in any
extraordinary transaction. The Transaction Committee deemed these options
less attractive in light of the risks and uncertainties associated with
each of these alternatives and the timing and the likelihood of
accomplishing the goal of these alternatives. The Transaction Committee
also considered other possible strategic alternatives, including an
extraordinary transaction with various of Multex's competitors and other
potentially interested parties. The Transaction Committee's determination
that it was unlikely that a third party would offer a more compelling
alternative than Reuters included assessments with respect to a number of
considerations including:
(i) the limited number of other bidders with a realistic
possibility of consummating the transaction or doing so as swiftly as
Reuters would be able to complete a transaction with Multex;
(ii) the potential harm to Multex's business of engaging with a
bidder that did not present a significant likelihood of achieving a
successful transaction;
(iii) the limited financial abilities of certain other potential
bidders;
(iv) past contacts between representatives of Multex and
representatives of certain potentially interested parties indicating
that they were not interested in a business combination with Multex or
valued only certain portions of Multex's business;
(v) the fact that certain of the other potential bidders who could
have had an interest in acquiring Multex would likely face significant
regulatory obstacles that made pursuit of a business combination with
those bidders undesirable. This was particularly the case relative to
the likelihood, based upon the advice of Multex's management after
consultation with legal counsel, that the regulatory approvals necessary
to complete an extraordinary transaction with Reuters could be obtained;
and
16
(vi) the fact that two of Multex's competitors engaged in a series
of discussions with Multex's financial advisor with respect to a
potential business combination with Multex and, after deliberation, both
competitors declined to pursue the opportunity;
(d) the likelihood that, in the Transaction Committee's view,
conducting an extensive public auction process before selling Multex (a)
would risk the loss of the opportunity to effect an extraordinary
transaction with Reuters or to do so on terms as favorable as those
contemplated by the Merger Agreement and (b) would be detrimental to Multex
by significantly disrupting Multex's existing operations, including the
risks to Multex's customer base and employee retention that are inherent in
approaching potential bidders with competitive operations.
(e) that if the Transaction Committee declined to approve Reuters'
proposal at the time, there was no assurance that there would be another
opportunity for holders of Multex Common Stock to receive from Reuters or
any other person as significant a premium as that contemplated by the
Merger Agreement for their shares from Reuters, including if Reuters were
in the future no longer to be interested in an acquisition of Multex due to
changes in its own businesses.
(f) the Transaction Committee's belief that it had obtained the
highest price per share that Reuters is willing to pay after considering,
among other things, the strategic importance of a transaction to Reuters
and the potential value to Reuters of the synergies that a business
combination between Multex and Reuters offered.
(g) the fact that the Per Share Amount to be received by Multex's
stockholders in both the Offer and the Merger represents a premium of
approximately 60.5% over the closing price of Multex Common Stock on
February 14, 2003, the business day immediately before the public
announcement by Reuters of the proposed transaction between Multex and
Reuters, (i) a premium of approximately 61.5% over the closing price of
shares of Multex Common Stock on February 7, 2003, one week before the
public announcement of the proposed transaction between Multex and Reuters,
(ii) a premium of approximately 54.7% over the closing price of the shares
of Multex Common Stock on January 14, 2003, one-month before the public
announcement of the proposed transaction between Multex and Reuters and
(iii) a premium of approximately 158.8% over the price of the Multex Common
Stock on October 17, 2002, the date in the most recent 52-weeks on which
the shares of the Multex Common Stock had their lowest price; including the
fact that the Multex Common Stock had not traded at or above $7.35 per
share since July 2001 and (iv) a premium of approximately 96.5% over the
enterprise value of Multex on February 14, 2003.
(h) the presentation of Bear Stearns which involved various valuation
analyses of Multex, and the opinion of Bear Stearns that, as of February
17, 2003 and based upon and subject to the matters stated in the opinion,
the consideration to be received by Multex stockholders pursuant to the
Offer and the Merger is fair, from a financial point of view, to Multex's
stockholders, excluding Reuters together with its affiliates.
(i) the lack of any required approval by Reuters stockholders to
complete the tender offer and the subsequent merger, and the belief that
Reuters has the ability and desire to complete the tender offer and the
subsequent merger in a timely manner.
(j) that the Merger Agreement with Reuters was the product of
arm's-length negotiations between Multex and its advisors, on the one hand,
and Reuters and its advisors, on the other, and that no member of the
Transaction Committee was employed by or affiliated with Multex (except as
a director of Multex) or Reuters.
(k) the fact that the consideration to be received by Multex
stockholders in the Offer and the Merger would be payable in cash, and the
certainty of value of that cash consideration compared to any stock
consideration that may be offered by an alternative party.
(l) the fact that the Offer and the Merger provide for a prompt cash
tender offer for all of the shares of Multex Common Stock to be followed by
the Merger for the same consideration, thereby enabling
17
Multex's stockholders to obtain the benefits of the transaction in exchange
for their shares of Multex Common Stock swiftly.
(m) the financial and other terms and conditions of the Merger
Agreement including, but not limited to, the fact that the terms of the
Merger Agreement (i) do not act to preclude other third parties from making
unsolicited proposals after execution of the Merger Agreement, (ii) will
not prevent the Transaction Committee from determining, in the exercise of
its fiduciary duties under applicable law and subject to the terms and
conditions of the Merger Agreement, to provide information to and engage in
negotiations with any such third parties provided that (A) taking such
action is reasonably likely to be required by their fiduciary duties under
applicable law and (B) taking such action has a reasonable prospect of
resulting in the receipt by Multex of a Superior Proposal (as defined in
the Merger Agreement) and (C) Multex has entered into a confidentiality and
standstill agreement with such third party that is at least as restrictive
to that person as the Confidentiality Agreement and the Standstill
Agreement (as defined in the Merger Agreement), and (iii) will not prevent
Multex from terminating the Merger Agreement and entering into a
transaction with any third party that makes a proposal that is more
favorable, taking into account the financial, regulatory, legal and other
aspects of the proposal, as compared to Reuters' offer to Multex's
stockholders and the offer and the subsequent merger of Reuters' merger
subsidiary with and into Multex, subject to Multex paying a termination fee
of $5.5 million.
In view of the wide variety of factors considered in connection with its
evaluation of the Merger Agreement, the transactions contemplated by the Merger
Agreement, including the Offer and the Merger, and the complexity of these
matters, the Transaction Committee did not find it practicable to and did not
attempt to quantify, rank or otherwise assign relative weights to the factors
considered in connection with its determination. The Transaction Committee
relied on the experience and expertise of Bear Stearns, its financial advisor,
for quantitative analysis of the financial terms of the Merger Agreement and the
transactions contemplated by the Merger Agreement. In addition, the Transaction
Committee did not undertake to make any specific determination as to whether any
particular factor was essential to its ultimate determination, but rather the
Transaction Committee conducted an overall analysis of the factors described
above, including thorough discussions with its legal and financial advisors. In
considering the factors described above, individual members of the Transaction
Committee may have given different weight to different factors or reached
different conclusions as to whether a specific factor weighed in favor of or
against approving the Merger Agreement and the transactions contemplated
thereby, including the Offer and the Merger.
In addition, the Transaction Committee believes that sufficient procedural
safeguards were and are present to ensure the fairness of the Merger Agreement
and the transactions contemplated thereby, including the Offer and the Merger,
to Multex's stockholders (other than Reuters) and to permit the Transaction
Committee to represent effectively Multex's stockholders, excluding Reuters
together with its affiliates including the following:
(a) the Transaction Committee consisted entirely of non-employee
independent directors who are not affiliated with Reuters in any way and
who acted to represent solely the interests of Multex's stockholders,
excluding Reuters together with its affiliates;
(b) the Transaction Committee retained and received advice from its
independent legal counsel, Davis Polk & Wardwell; and
(c) the Transaction Committee was advised by and received the opinion
of its financial advisor, Bear Stearns, that we referred to above.
The Multex Board of Directors consists of seven members, four of whom
served on the Transaction Committee. At the February 17, 2003 meeting of the
Multex Board, the Transaction Committee, with the participation of
representatives of its legal and financial advisors, Davis Polk & Wardwell and
Bear Stearns, respectively, reported to the entire Multex Board on its review of
the Merger Agreement and the transactions contemplated thereby, including the
Offer and the Merger. The Board considered the conclusions and recommendations
of the Transaction Committee and the fact that it received an opinion regarding
fairness
18
from Bear Stearns, together with the other factors enumerated above which were
considered by the Transaction Committee. The Multex Board believes that these
factors support its determinations.
3. OPINION AND ANALYSIS OF MULTEX'S FINANCIAL ADVISOR
OPINION OF BEAR, STEARNS & CO. INC.
In an engagement letter dated January 17, 2003, the Transaction Committee
of the Board of Directors of Multex engaged Bear Stearns to act as its financial
advisor. Bear Stearns is an internationally recognized investment banking firm
that has substantial experience with business combinations similar to this
transaction. As part of its investment banking business, Bear Stearns is engaged
in the valuation of businesses and securities in connection with mergers and
acquisitions, divestitures, negotiated underwritings, primary and secondary
distributions of listed and unlisted securities and private placements.
At the February 17, 2003 meeting of the Transaction Committee, Bear Stearns
delivered its oral opinion, which was subsequently confirmed in a written
opinion dated as of February 17, 2003, to the effect that the consideration to
be received was fair, from a financial point of view, to the stockholders of
Multex, excluding Reuters, as of that date, and subject to the assumptions,
qualifications and limitations set forth in the opinion.
THE FULL TEXT OF THE BEAR STEARNS WRITTEN OPINION DATED FEBRUARY 17, 2003,
WHICH SETS FORTH, AMONG OTHER THINGS, THE ASSUMPTIONS MADE, SOME OF THE MATTERS
CONSIDERED AND QUALIFICATIONS AND LIMITATIONS ON THE REVIEW UNDERTAKEN BY BEAR
STEARNS IN CONNECTION WITH THE OPINION, IS ATTACHED AS ANNEX B TO THAT DOCUMENT
AND IS INCORPORATED INTO THIS DOCUMENT BY REFERENCE. WE URGE OUR STOCKHOLDERS TO
READ THE OPINION IN ITS ENTIRETY. THE SUMMARY OF THE OPINION SET FORTH IN THIS
DOCUMENT IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE FULL TEXT OF THAT
OPINION.
In reading the discussion of the Bear Stearns' fairness opinion set forth
below, the holders of Multex common stock should be aware that Bear Stearns'
opinion:
- was provided to the Transaction Committee and Multex's full Board of
Directors for their benefit and use in consideration of this transaction;
- did not address Multex's underlying business decision to pursue this
transaction, the relative merits of this 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; and
- did not constitute a recommendation to the Transaction Committee,
Multex's full Board of Directors or any of Multex's stockholders as to
how to vote in connection with the transaction or whether to tender their
shares in the offer.
A copy of Bear Stearns' written presentation to the Transaction Committee
is filed with the SEC as an exhibit to the Schedule TO and will be available for
inspection and copying at Multex's principal executive offices during regular
business hours by any interested Multex stockholder or any representative of the
stockholder who has been so designated in writing and may be inspected and
copied at the office of, and obtained by mail from, the SEC.
Although Bear Stearns evaluated the fairness of the consideration from a
financial point of view to the stockholders of Multex, excluding Reuters, the
consideration itself was determined through negotiations between the Transaction
Committee and Reuters and was approved by the Transaction Committee and Multex's
entire Board of Directors. While Bear Stearns did provide financial advice to
the Transaction Committee during the course of these negotiations, the decision
to recommend this transaction to the Board of Directors of Multex was solely
that of the Transaction Committee. Bear Stearns' opinion was among numerous
factors that the Transaction Committee took into consideration in making its
determination to recommend this transaction and the merger agreement.
19
In the course of performing its review and analyses for rendering this
opinion, Bear Stearns has:
- reviewed the Merger Agreement, the Tender and Voting Agreement between
seven senior managers of Multex and Reuters, and the proposed Employment
Agreement between Mr. Isaak Karaev and Reuters America Inc.;
- reviewed Multex's Annual Reports to Stockholders 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 Bear Stearns 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;
- met with certain members of Multex's senior management to discuss
Multex's business, operations, historical financial results, the base
case projections and the sensitivity analysis to the base case and future
prospects;
- reviewed the historical prices, trading multiples and trading volume of
Multex Common Stock;
- reviewed publicly available financial data, stock market performance data
and trading multiples of companies in the financial information services
sector that Bear Stearns believed to be relevant;
- reviewed the terms of (i) recent mergers and acquisitions of companies in
the financial information services sector that Bear Stearns believed to
be relevant and (ii) premia paid in acquisitions of a diverse set of
companies of a similar size to Multex and which Bear Stearns believed
relevant to their analysis of the transaction;
- performed discounted cash flow analyses on the base case projections and
on the sensitivity analysis to the base case; and
- conducted such other studies, analyses, inquiries and investigations as
Bear Stearns deemed appropriate.
In preparing its opinion, Bear Stearns relied upon and assumed, without
independent verification, the accuracy and completeness of the financial and
other information, including, but not limited to, the base case projections and
the sensitivity analysis to the base case, provided to Bear Stearns by Multex.
With respect to the base case projections and the sensitivity analysis to the
base case, Bear Stearns 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. Bear Stearns did not assume any responsibility for the independent
verification of any such information or of the base case projections and the
sensitivity analysis to the base case provided to Bear Stearns, and relied upon
the assurances of Multex's senior management that they are unaware of any facts
that would make the information, the base case projections or the sensitivity
analysis to the base case provided to Bear Stearns incomplete or misleading.
In arriving at its opinion, Bear Stearns did not perform or obtain any
independent appraisal of the assets or liabilities (contingent or otherwise) of
Multex, nor was it furnished with any such appraisals. During the course of its
engagement, while Bear Stearns was not authorized to seek offers for Multex,
Bear Stearns and Multex's management held preliminary, informal discussions with
other large financial information services companies with respect to a possible
acquisition of Multex, and Bear Stearns considered the results of those
discussions in rendering its opinion. Bear Stearns has assumed that the
transaction will be consummated in a timely manner and in accordance with the
terms of the merger agreement without any amendments or modifications that
collectively would have a material effect on Multex.
20
Bear Stearns' opinion is necessarily based on economic, market and other
conditions, and the information made available to Bear Stearns, as of the date
of its opinion, and Bear Stearns undertook no obligation to update or revise its
opinion to reflect any developments occurring after that date.
Set forth below is a brief summary of the material valuation, financial and
comparative analyses considered by Bear Stearns in connection with the rendering
of the Bear Stearns opinion. This summary does not purport to be a complete
description of the analyses underlying the Bear Stearns opinion.
In performing its analyses, Bear Stearns made numerous assumptions with
respect to industry performance, general business, economic, market and
financial conditions and other matters, many of which are beyond the control of
Bear Stearns, Multex and Reuters. Any estimates contained in the analyses
performed by Bear Stearns are not necessarily indicative of actual values or
future results, which may be significantly more or less favorable than suggested
by these analyses. Additionally, estimates of the value of business or
securities do not purport to be appraisals or to reflect the prices at which
such businesses or securities may actually be sold. Accordingly, these analyses
and estimates are inherently subject to substantial uncertainty.
HISTORICAL STOCK TRADING ANALYSIS
Bear Stearns reviewed the historical stock trading performance of Multex
common stock and observed the following summary trading data as of February 14,
2003:
<Table>
<Caption>
MULTEX
STOCK PRICE
-----------
February 14, 2003........................................... $4.58
20-Day Average.............................................. $4.61
6-Month Average............................................. $3.66
12-Month Average............................................ $3.84
12-Month High............................................... $5.00
12-Month Low................................................ $2.84
</Table>
Bear Stearns analyzed the trading volume within certain price ranges of
Multex common stock during the last twelve months and six months ended February
14, 2003 as illustrated by the table below:
<Table>
<Caption>
$2.50-$3.00 $3.01-$3.50 $3.51-$4.00 $4.01-$4.50 $4.51-$5.00
----------- ----------- ----------- ----------- -----------
% of total volume -- 6
months(1) 3.0% 71.3% 7.3% 8.2% 10.2%
% of total volume -- 12
months(1) 0.9% 27.6% 31.1% 31.3% 9.1%
</Table>
- ---------------
(1) As of February 14, 2003.
Bear Stearns noted that Multex common stock predominantly traded between
$3.01 and $3.50 per share during the six-month period ended February 14, 2003.
Bear Stearns also analyzed the average daily trading volume during the
month ended February 14, 2003 as a percentage of the total number of shares
traded and not owned by affiliates or management (which is sometimes referred to
as the "public float") of Multex to various companies in the financial
information services sector, as illustrated by the table below:
DAILY VOLUME/FLOAT(1)
<Table>
<Caption>
INTERACTIVE MCGRAW- VALUE
MULTEX D&B DATA HILL MOODY'S REUTERS THOMSON BARRA FACTSET ONESOURCE LINE
- ------ ---- ----------- ------- ------- ------- ------- ----- ------- --------- -----
0.08% 0.49% 0.34% 0.58% 0.46% 1.34% 0.23% 1.54% 1.17% 0.28% 0.35%
</Table>
- ---------------
(1) Represents 1-month average daily trading volume.
Bear Stearns noted that Multex average daily volume as a percentage of its
public float was 0.08%, the lowest among the financial information services
companies Bear Stearns believed relevant to its analysis.
21
Bear Stearns compared the stock price performance of Multex to various
indices during the last three years, two years, twelve months and six months
ended February 14, 2003, as illustrated by the table below:
<Table>
<Caption>
% CHANGE IN STOCK PRICE
----------------------------------------------
3 YEARS(1) 2 YEARS(1) LTM(1) 6 MONTHS(1)
---------- ---------- ------ -----------
Multex.................................... (86)% (78)% (8)% 45%
Peer Index 1(2)........................... 23% 18% (18)% (10)%
Peer Index 2(3)........................... 1% (22)% (24)% 0%
S&P 500................................... (40)% (37)% (25)% (9)%
</Table>
- ---------------
Note: Peer Indices based on equal price weighting.
(1) As of February 14, 2003.
(2) Comprised of selected financial information services companies with a market
capitalization greater than $1 billion, including D&B Corp., Interactive
Data Corp., McGraw-Hill Companies Inc., Moody's Corporation, Reuters Group
PLC and The Thomson Corp.
(3) Comprised of selected financial information services companies with a market
capitalization less than $1 billion, including Barra, Inc., FactSet Research
Systems Inc., OneSource Information Services Inc. and Value Line, Inc.
DISCOUNTED CASH FLOW ANALYSIS
Bear Stearns also performed a discounted cash flow analysis of Multex to
estimate the present value of the unlevered after-tax free cash flows that
Multex could generate. The analyses were based on base case financial
projections for the four years ending December 31, 2006 and a sensitivity
analysis to the base case. Ranges of terminal values for the discounted cash
flows were estimated using multiples of terminal year 2006 earnings before
interest, taxes, depreciation and amortization (which is sometimes referred to
as "EBITDA") of 7.0x to 11.0x for the base case and 6.0x to 10.0x for the
sensitivity to the base case. These terminal values were based on Multex's
growth indicated by the base case projections and the sensitivity analysis to
the base case as well as EBITDA multiples of publicly traded financial
information services companies that Bear Stearns believed to be relevant. Bear
Stearns then discounted to present value the free cash flow streams and terminal
values using discount rates of 15.0% to 20.0%. Bear Stearns also valued Multex's
NOLs carry-forward using these discount rates. The discount rates reflect
Multex's estimated weighted average cost of capital. This analysis indicated the
following per share equity reference ranges after adjustments for cash, NOLs and
unconsolidated investments:
<Table>
<Caption>
PER SHARE
EQUITY
REFERENCE
RANGE
------------
Base case................................................... $7.16-$10.50
Sensitivity analysis to the base case....................... $4.02-$ 5.44
</Table>
Bear Stearns noted that, without attribution of the NOL carry-forward, the
range was $6.72-$10.07 for the base case and $3.67-$5.11 for the sensitivity
analysis to the base case.
PREMIA ANALYSIS
Bear Stearns conducted (1) an analysis of the implied premium to be paid to
Multex common stockholders, (2) an analysis of premia paid in transactions of
financial information services companies and (3) an analysis of premia paid in
all-cash transactions since January 1, 2000 for all U.S. public targets with
transaction values between $150 million and $350 million.
22
Bear Stearns calculated the implied premia to be paid to Multex common
stockholders based on various prices as of February 14, 2003, one business day
before announcement of the transaction, as illustrated by the table below:
<Table>
<Caption>
MULTEX PROPOSED
STOCK PRICE TRANSACTION(1) % PREMIUM
----------- -------------- ---------
February 14, 2003................................ $4.58 $7.35 60.5%
20-Day Average................................... $4.61 59.4%
6-Month Average.................................. $3.66 101.0%
12-Month Average................................. $3.84 91.5%
12-Month High.................................... $5.00 47.0%
12-Month Low..................................... $2.84 158.8%
ENTERPRISE VALUE(2)
February 14, 2003................................ $ 107 $ 210 96.5%
</Table>
- ---------------
(1) The transaction was announced on February 18, 2003.
(2) Enterprise valued defined as market value of equity, based on fully diluted
shares outstanding (treasury method), less cash balance of $50.6 million.
Enterprise value in US$ millions.
Bear Stearns also noted the premia paid in mergers and acquisitions of
financial information services companies that it believed relevant for its
analysis, as illustrated by the table below:
<Table>
<Caption>
PREMIUM PRIOR TO
ANNOUNCEMENT(1)
---------------------------
1 DAY PRIOR 1 MONTH PRIOR
----------- -------------
Average..................................................... 45.2% 48.8%
Median...................................................... 30.9% 42.7%
</Table>
- ---------------
(1) Represents premia paid to stock price.
Bear Stearns also conducted an analysis of premia paid in all-cash
transactions since January 1, 2000 for all U.S. public targets with transaction
values between $150 million and $350 million, as illustrated by the table below:
<Table>
<Caption>
PREMIUM PRIOR TO
ANNOUNCEMENT(1)
---------------------------
1 DAY PRIOR 1 MONTH PRIOR
----------- -------------
Average..................................................... 36.8% 55.8%
Median...................................................... 33.0% 51.0%
</Table>
- ---------------
(1) Represents premia paid to stock price in all-cash transactions (100%
acquired).
The preparation of a fairness opinion is a complex process and involves
various judgments and determinations as to the most appropriate and relevant
assumptions and financial analysis and the application of these methods to the
particular circumstances involved. Fairness opinions therefore are not readily
susceptible to partial analysis or summary description, and taking portions of
the analyses set out above, without considering the analyses as a whole, would,
in the view of Bear Stearns, create an incomplete and misleading picture of the
processes underlying the analyses considered in rendering its opinion. Bear
Stearns did not form an opinion as to whether any individual analysis or factor
(positive or negative), considered in isolation, supported or failed to support
its opinion. In arriving at its opinion, Bear Stearns considered the results of
its separate analyses and did not attribute particular weight to any one
analysis or factor. The analyses performed by Bear Stearns, particularly those
based on estimates and projections, are not necessarily indicative of actual
values or actual future results, which may be significantly more or less
favorable than suggested by these analyses. These analyses were prepared solely
as part of the Bear Stearns analysis of the
23
fairness, from a financial point of view, of the consideration to be received by
the stockholders of Multex, excluding Reuters.
Under the terms of its engagement letter dated January 17, 2003 with Bear
Stearns, the Transaction Committee of the Board of Directors of Multex agreed to
pay Bear Stearns (i) an opinion fee equal to $500,000, payable upon delivery of
Bear Stearns' fairness opinion and (ii) a transaction fee of $2,347,000, net of
the opinion fee, payable at the time of the closing of Reuters' offer or any
other offer. Multex also agreed to reimburse Bear Stearns for its reasonable
out-of-pocket expenses, including the reasonable fees and disbursements of legal
counsel and other professional advisors. Multex also agreed to indemnify Bear
Stearns and certain related parties from and against certain liabilities,
including liabilities under the federal securities laws, related to or arising
out of the engagement.
Bear Stearns has not previously rendered investment banking and financial
advisory services to Multex. Bear Stearns may provide financial advisory and
financial services to the combined company and/or its affiliates and may receive
fees for the rendering of these services. In the ordinary course of its
business, Bear Stearns may actively trade the securities of Multex and/or
Reuters for its own account and for the accounts of its customers and,
accordingly, Bear Stearns may at any time hold a long or short position in these
securities.
4. REUTERS' AND PURCHASER'S POSITION REGARDING THE FAIRNESS OF THE OFFER
The rules of the SEC require Reuters and Purchaser to express their belief
as to the fairness of the Offer to the stockholders of Multex who are not
affiliated with Reuters and Purchaser.
Reuters and Purchaser believe that the Offer is both financially and
procedurally fair to the stockholders of Multex who are not affiliated with
Reuters and Purchaser on the basis of the following factors:
- Financial Analysis: Reuters relied in part upon an analysis of the ranges
of potential values of the shares of Multex Common Stock that result from
the application of several accepted valuation methodologies. This
financial analysis, including the selection of valuation methodologies,
was prepared by JPMorgan to assist the Board of Directors of Reuters with
its evaluation of the Offer and the Merger. Reuters retained JPMorgan as
its financial advisor for the purpose of advising Reuters in connection
with the acquisition of all of the equity interests of Multex that it did
not already own. The financial analyses undertaken by JPMorgan included
an analysis based upon public trading multiples and discounted cash
flows. The analysis of trading multiples of companies engaged in
businesses which JPMorgan deemed to be relevant to Multex's business
indicated an estimated range of equity values for the shares of Multex
Common Stock of approximately $4.06 to $6.12 per share of Multex Common
Stock on a stand-alone basis (i.e. without incorporating the impact of
the Synergies, as defined below). The analysis based upon discounted cash
flows indicated an estimated range of equity values for the shares of
Multex Common Stock of between $3.46 and $5.09 per share of Multex Common
Stock for Multex without incorporating the impact of the estimated amount
and timing of the cost savings and related expenses and synergies
expected to result from the Merger (the "Synergies"), and $7.19 to $10.82
per share of Multex Common Stock when the impact of all of the Synergies
was incorporated. See "-- Opinion and Analysis of Reuters' Financial
Advisor".
- Multex's reasons: Reuters relied in part upon the factors relied upon by
the Transaction Committee and the Multex Board of Directors, to the
extent known to Reuters. See "-- Multex's Position Regarding the Fairness
of the Offer".
In view of the wide variety of factors considered in connection with its
evaluation of the Merger Agreement, the transactions contemplated thereby,
including the Offer and the Merger, and the complexity of these matters, Reuters
and Purchaser did not find it useful to and did not attempt to quantify, rank or
otherwise assign relative weights to the factors considered in connection with
its determination. Reuters relied on the experience and expertise of JPMorgan,
its financial advisor, for quantitative analysis of the financial terms of the
Merger Agreement and the transactions contemplated thereby. In addition, Reuters
and Purchaser did not undertake to make any specific determination as to whether
any particular factor was
24
essential to their ultimate determination, but rather conducted an overall
analysis of the factors described above, including thorough discussions with its
legal and financial advisors.
Reuters' and Purchaser's beliefs in the fairness of the Offer, however,
should not be construed as recommendations as to whether or not holders of
shares of Multex Common Stock should tender their shares of Multex Common Stock.
Reuters and Purchaser have not considered other factors, other than as stated
above, regarding the fairness of the Offer to holders of shares of Multex Common
Stock who are not affiliated with Reuters or Purchaser. In particular, Reuters
and Purchaser have not independently considered with respect to the fairness of
the Offer:
(a) book value of Multex shares, which as of December 31, 2002 was
$3.36, and which Reuters and Purchaser do not believe has any meaningful
relation to the economic value of the shares of Multex Common Stock;
(b) liquidation value of Multex shares, which Reuters and Purchaser
did not attempt to calculate and do not believe to be relevant because
substantial value results from continuing Multex as a going concern and any
liquidation would destroy that value; and
(c) other recent firm offers for Multex, of which Reuters and
Purchaser are aware of none.
5. OPINION AND ANALYSIS OF REUTERS' FINANCIAL ADVISOR
Reuters retained JPMorgan as its exclusive financial advisor for the
purpose of advising Reuters in connection with the acquisition of all of the
equity interests of Multex that it did not already own. JPMorgan provided the
results of its analysis of the ranges of potential values of the shares of
Multex Common Stock to the Reuters Board of Directors on February 17, 2003.
JPMorgan's financial analysis, including the selection of valuation
methodologies, was prepared to assist the Board of Directors of Reuters with its
evaluation of the Offer and the Merger.
At the February 14, 2003, meeting of the subcommittee of the Board of
Directors, the subcommittee indicated it would be willing to approve an
acquisition of Multex at the proposed $7.35 per share price, subject to a number
of factors including delivery of a fairness opinion from JPMorgan. JPMorgan
delivered its opinion, dated February 17, 2003 (the "Opinion"), to the Board of
Directors of Reuters, that, as of such date and based upon and subject to the
various factors, assumptions and limitations set forth in its Opinion, the Per
Share Amount was fair, from a financial point of view, to Reuters. No limitation
was placed upon the scope of JPMorgan's investigation or valuation methodologies
by Reuters. The Per Share Amount was arrived at solely through negotiations
between Reuters and Multex.
JPMORGAN'S FINANCIAL ANALYSIS AND RELATED OPINION WERE PROVIDED TO THE
BOARD OF DIRECTORS OF REUTERS. THE OPINION IS DIRECTED ONLY TO THE FAIRNESS OF
THE CONSIDERATION FROM A FINANCIAL POINT OF VIEW TO REUTERS (AND NOT TO THE
MULTEX STOCKHOLDERS) AND DOES NOT CONSTITUTE A RECOMMENDATION AS TO WHETHER OR
NOT THE MULTEX STOCKHOLDERS SHOULD TENDER THEIR SHARES OF MULTEX COMMON STOCK IN
THE OFFER OR AS TO HOW SUCH STOCKHOLDERS SHOULD VOTE WITH RESPECT TO THE MERGER.
The full text of JPMorgan's written Opinion, which sets forth, among other
things, the assumptions made, procedures followed, matters considered and
limitations on the scope of the review undertaken by JPMorgan in conducting its
financial analysis and in rendering its Opinion, is attached to the Schedule TO,
and is incorporated herein by reference. The written Opinion should be read
carefully and in its entirety. A copy of JPMorgan's written Opinion will be made
available for inspection and copying at the principal office of Reuters during
its regular business hours upon request from any record holder of shares of
Multex Common Stock or a representative of such person designated as such in
writing or may be obtained from the Schedule TO filed with the SEC. Requests to
have the Opinion made available should be directed to the Company Secretary of
Reuters at the address set forth under "THE TENDER OFFER -- Certain Information
Concerning Reuters and Purchaser." The summary of JPMorgan's Opinion set forth
in this Offer to
25
Purchase is qualified in its entirety by reference to the full text of the
written Opinion set forth in the Schedule TO.
In conducting its financial analysis and rendering its Opinion, JPMorgan,
among other things:
(a) reviewed a draft, dated February 16, 2003, of the Merger
Agreement;
(b) reviewed certain publicly available business and financial
information concerning Multex and the industries in which it operates;
(c) compared the proposed financial terms of the Offer and the Merger
with the publicly available financial terms of certain transactions
involving companies JPMorgan deemed relevant and the consideration received
for such companies;
(d) compared the financial and operating performance of Multex with
publicly available information concerning certain other companies JPMorgan
deemed relevant and reviewed the current and historical market prices of
shares of Multex Common Stock and certain publicly traded securities of
such other companies;
(e) reviewed certain internal financial analyses and forecasts
prepared by the managements of Reuters and Multex relating to their
respective businesses, including the Synergies;
(f) reviewed certain internal financial analyses and forecasts
prepared by Reuters' management relating to Multex, including the
Synergies; and
(g) performed such other financial studies and analyses and considered
such other information as JPMorgan deemed appropriate for the purposes of
the Opinion.
JPMorgan also held discussions with certain members of the management of
Reuters and Multex with respect to certain aspects of the Offer and the Merger.
In addition, JPMorgan held discussions with certain members of management of
Reuters and Multex with respect to the past and current business operations of
Reuters and Multex, the financial condition and future prospects and operations
of Multex, the effect of the Offer and the Merger on the financial condition and
future prospects of Reuters and Multex, the effects of the Offer and the Merger
on the financial condition and future prospects of Reuters and certain other
matters believed necessary or appropriate to JPMorgan's inquiry. In addition,
JPMorgan reviewed such other financial studies and analyses and considered such
other information as JPMorgan deemed appropriate for the purposes of its
financial analysis and Opinion.
JPMorgan relied upon and assumed, without independent verification, the
accuracy and completeness of all financial and other information that was
publicly available or that was furnished to JPMorgan by Multex and Reuters or
otherwise discussed with or reviewed by JPMorgan, and JPMorgan has not assumed
any responsibility for independent verification of any such information or
liability therefor. JPMorgan did not conduct any valuation or appraisal of any
assets or liabilities, nor were any valuations or appraisals provided to
JPMorgan, nor did JPMorgan conduct a physical inspection of the properties and
facilities of Reuters or Multex or review any of the books and records of
Reuters or Multex. JPMorgan also assumed that there have been no material
changes in Multex's results of operations or financial condition since the date
of the most recent financial statements made available to JPMorgan. In relying
on the financial analyses and forecasts provided to JPMorgan by Reuters,
including the Synergies, JPMorgan has assumed that they have been reasonably
prepared based on assumptions reflecting the best currently available estimates
and judgments by Reuters' management as to the expected future results of
operations and financial condition of Multex and Reuters to which such analyses
or forecasts relate. JPMorgan expressed no views as to such analyses or
forecasts, including the Synergies, or the assumptions upon which they were
based. JPMorgan also assumed that the Offer and the Merger will have the tax
consequences described in discussions with, and materials furnished to JPMorgan
by, representatives of Reuters and that the other transactions contemplated by
the Merger Agreement will be consummated as described in such agreement.
JPMorgan assumed that the definitive Merger Agreement would not differ in
any material respects from the draft dated February 16, 2003 which was furnished
to JPMorgan. JPMorgan further assumed that any
26
material governmental, regulatory or other consents and approvals necessary for
the consummation of the Offer and the Merger will be obtained without any
material adverse effect on Multex or Reuters or on the contemplated benefits of
the Offer and the Merger.
For purposes of rendering the Opinion, JPMorgan assumed, with Reuters'
consent, that the Synergies estimated by Reuters as being reasonably obtainable
following the Merger will be obtained and that, in all respects material to
JPMorgan's analysis, the representations and warranties of each party to the
Merger Agreement contained therein are true and correct, and that each party
will perform all of the covenants and agreements required to be performed by it
under the Merger Agreement and that all conditions to the consummation of the
Offer and the Merger will be satisfied without waiver thereof. JPMorgan further
assumed that in the course of obtaining any necessary governmental, regulatory
or other consents and approvals, including any necessary amendments,
modifications or waivers to any documents to which Reuters is a party, as
contemplated by the Merger Agreement, no restrictions will be imposed or
amendments, modifications or waivers made that would have a material adverse
effect on the contemplated benefits to Reuters of the Offer and the Merger.
JPMorgan's Opinion is necessarily based on economic, market and other
conditions as in effect on, and the information made available to JPMorgan as
of, the date of its Opinion. Subsequent developments may affect the Opinion, and
JPMorgan does not have any obligation to update, revise or reaffirm its Opinion.
JPMorgan's Opinion is limited to the fairness, from a financial point of view,
of the consideration to be paid by Reuters in the Offer and the Merger and
JPMorgan has expressed no opinion as to the underlying decision by Reuters to
engage in the Offer and the Merger or with respect to any other terms of the
Offer and the Merger. JPMorgan has also expressed no opinion as to the price at
which the shares of Multex Common Stock or the common stock of Reuters will
trade prior to the consummation of the Offer and the Merger or the price at
which common stock of Reuters will trade following consummation of the Offer and
the Merger.
In accordance with customary investment banking practice, JPMorgan employed
generally accepted valuation methods in conducting its financial analysis and in
reaching its Opinion. The following is a summary of certain of the financial
analyses undertaken by JPMorgan with respect to Multex and delivered to the
Board of Directors of Reuters on February 17, 2003, which analyses were among
those considered by JPMorgan in connection with delivering its Opinion:
OVERVIEW OF MULTEX. Using publicly available information, JPMorgan
provided a variety of historical summary financials of Multex for the period
from 1999 through 2002. JPMorgan also provided a chart illustrating the last
twelve months stock price performance of the shares of Multex Common Stock which
reflected a loss of 8.4%. Additionally, JPMorgan provided various trading
statistics regarding Multex based on publicly available information, including
market value of the equity of Multex, total firm value and multiples of firm
value to projected 2003 sales, earnings before income, taxes, depreciation and
amortization, and earnings per share based on currently available equity
research on Multex.
COMPARABLE PUBLICLY TRADED COMPANIES. Using publicly available
information, JPMorgan compared certain financial and operating information and
ratios of Multex with similar data for selected publicly traded companies
engaged in businesses which JPMorgan deemed to be relevant to Multex's business.
The companies selected by JPMorgan were Interactive Data Corporation, FactSet
Research Systems, Barra Inc., MarketWatch.com, OneSource Information Services,
TheStreet.Com, Inc., Track Data Corporation, EDGAR Online and Hyperfeed
Technologies, Inc. These companies were selected, among other reasons, because
they compete in similar industries with fairly similar competitive dynamics and
growth potential.
JPMorgan also reviewed, among other information, Multex's and the
comparable companies' multiples of total enterprise value, referred to as EV,
which consists of the market value of the particular company's equity
27
plus the book value of the particular company's total debt (and certain unfunded
liabilities), minus cash, cash equivalents and marketable securities to:
(a) calendar 2002 projected revenue;
(b) calendar 2002 projected earnings before interest, taxes,
depreciation and amortization, referred to as EBITDA;
(c) calendar 2003 projected revenue; and
(d) calendar 2003 projected EBITDA.
The following table reflects the results of the analysis:
<Table>
<Caption>
- ---------------------------------------------------------------------------------------
MULTIPLE ANALYSIS RANGE MEDIAN MEAN MULTEX
- ----------------- ----------- ------ ----- ------
EV to calendar 2002 projected revenue........... 0.89x-3.56x 2.03x 2.15x 1.26x
EV to calendar 2002 projected EBITDA............ 5.0x- 9.0x 7.7x 7.3x 10.1x
EV to calendar 2003 projected revenue........... 0.76x-3.16x 1.68x 1.82x 1.22x
EV to calendar 2003 projected EBITDA............ 4.6x- 7.9x 7.0x 6.6x 7.5x
- ---------------------------------------------------------------------------------------
</Table>
JPMorgan applied a range of multiples derived from such analysis to
Multex's estimated revenues as provided by Reuters for fiscal year 2003 (without
incorporating the impact of the Synergies), and arrived at an estimated range of
equity values for the shares of Multex Common Stock of approximately $4.06 to
$6.12 per Share.
In addition, JPMorgan derived estimates of revenues, EBITDA and EBITDA
margin for the year ended December 31, 2002 for the selected companies listed
above from company filings and the Institutional Brokers Estimates System.
JPMorgan also derived revenue growth of each of the selected companies for the
year ended December 31, 2002 over the year ended December 31, 2003.
PRECEDENT TRANSACTIONS ANALYSIS. JPMorgan reviewed and compared 13 recent
transactions involving the acquisition of all outstanding shares of target
companies and reported: (i) the firm value and (ii) the implied initial offer
premium over the market price one day prior to announcement. JPMorgan chose the
selected transactions because they were business combinations that, for the
purposes of the analysis, JPMorgan considered to be reasonably similar to the
Offer and the Merger. The selected transactions may differ significantly from
the Offer and the Merger based on, among other things, the size of the
transactions, the structure of the transactions and the dates that the
transactions were announced or consummated.
JPMorgan also reviewed the multiples of EV to last twelve months sales and
last twelve months EBITDA for each of the target companies in the selected
transactions. The following table reflects the results of the analysis:
<Table>
<Caption>
- ---------------------------------------------------------------------------------
MULTIPLE ANALYSIS RANGE MEDIAN
- ----------------- ---------- ------
EV to last twelve months sales.............................. 0.4x- 2.8x 1.9x
- ---------------------------------------------------------------------------------
EV to last twelve months EBITDA............................. 4.7x-23.4x 10.7x
- ---------------------------------------------------------------------------------
</Table>
JPMorgan applied a range of multiples derived from such analysis to
Multex's sales for fiscal year 2002 (without incorporating the impact of the
Synergies), and arrived at an estimated range of equity values for the shares of
Multex Common Stock of approximately $5.73 to $7.95 per share of Multex Common
Stock.
The data for selected companies were based on the respective companies'
public filings. No company or transaction reviewed by JPMorgan is identical to
Multex or the Offer and the Merger, as the case may be. Accordingly, the values
of such companies or transactions, as the case may be, should not be construed
as illustrative of a value for Multex or the shares of Multex Common Stock.
PRO FORMA MERGER ANALYSIS. JPMorgan prepared a pro forma analysis of the
financial impact of the transaction using an average of 13 publicly available
equity research reports for Reuters provided by Reuters' management and
estimates for Multex provided by Reuters' management. For each of the years 2003
and
28
2004, JPMorgan compared the existing earnings per share estimates of Reuters'
common stock to the earnings per share of Reuters' stock on a pro forma basis.
Based on this analysis, the Offer and the Merger would result in a decrease in
the earnings of Reuters on a per share basis when compared to Reuters' existing
earnings per share on a pre-Offer and pre-Merger basis, assuming certain
tactical cost and tactical revenue synergies (but not all of the Synergies) are
realized from the Offer and the Merger. Although the analysis showed that the
proposed Offer and the Merger was non-accretive for the periods examined,
JPMorgan did not consider strategic synergies relating to the Offer and the
Merger, the potential cost to Reuters of not pursuing a transaction or the
opportunity cost of internally developing Reuters' capabilities, and this
analysis was only one factor considered by JPMorgan for its fairness opinion.
DISCOUNTED CASH FLOW ANALYSIS. JPMorgan conducted a discounted cash flow
analysis for the purpose of determining the fully diluted equity value per
Share. In performing its analysis, JPMorgan relied upon two cases of estimates
provided by Reuters' management with respect to the unlevered free cash flows
that Multex is expected to generate during fiscal years 2003 through 2008: (i)
base case estimates and (ii) estimates which incorporate the Synergies,
individually and collectively. These estimates were based on numerous
assumptions regarding the financial performance of Multex. The other principal
assumptions upon which JPMorgan based its analyses are set forth in the full
text of the presentation delivered to the Board of Directors of Reuters, which
is attached as Exhibit (C)(2) to the Schedule TO. With respect to the base case,
JPMorgan calculated a range of terminal values of Multex at the end of the
projection period ending December 31, 2008 by applying a terminal revenue and
unlevered free cash flow growth rate ranging from 2.50% to 5.00% to the
estimated unlevered free cash flow of Multex in 2009. The unlevered free cash
flows and the range of terminal values were then discounted to the present
(assuming a February 18, 2003 valuation date) using discount rates ranging from
9.00% to 10.50%, which were chosen by JPMorgan based upon an analysis of the
weighted average cost of capital of Multex as well as selected publicly traded
comparable companies. The discounted cash flow analysis indicated a range of
equity values of between $3.46 and $5.09 per share of Multex Common Stock on a
stand-alone basis (i.e., without incorporating the impact of the Synergies).
JPMorgan also performed a discounted cash flow analysis that incorporated
all of the Synergies into the unlevered free cash flows of Multex. The estimates
as to the Synergies were provided by Reuters' management and were based on
numerous assumptions regarding the financial performance of Multex. Based on
this analysis, JPMorgan calculated an estimated range of equity values of
between $7.19 and $10.82 per share of Multex Common Stock, assuming realization
of all of the Synergies.
STOCKHOLDER BASE. JPMorgan provided analyses of Multex's stockholder base.
The analyses were based on publicly available information. In these analyses
JPMorgan estimated that based on information available to it as of the date of
the report (i) institutional investors owned approximately 65.7% of the
outstanding shares of Multex Common Stock, the top 20 of which owned 61.8% of
the outstanding shares of Multex Common Stock and (ii) inside investors owned
approximately 5.9% of the outstanding shares of Multex Common Stock.
The summary set forth above does not purport to be, and is not, a complete
description of the financial analyses or data prepared by JPMorgan and delivered
to the Board of Directors of Reuters. The preparation of a fairness opinion is a
complex process and is not necessarily susceptible to partial analysis or
summary description. In arriving at its Opinion, JPMorgan considered the results
of all of its analyses as a whole and did not attribute any particular weight to
any analysis or factor considered by it. JPMorgan believes that the summary set
forth above and its analyses must be considered as a whole and that selecting
portions thereof, without considering all of its analyses, could create an
incomplete view of the processes underlying its analyses and Opinion. In
addition, JPMorgan may have given various analyses and factors more or less
weight than other analyses and factors, and may have deemed various assumptions
more or less probable than other assumptions so that the ranges of valuation
resulting from any particular financial analysis described should not be taken
as JPMorgan's view of the actual value of Multex. JPMorgan based its analyses on
assumptions that it deemed reasonable, including assumptions concerning general
business and economic conditions and industry-specific factors. The other
principal assumptions upon which JPMorgan based its analyses are set forth above
under the description of each such analysis. JPMorgan's analyses are not
necessarily indicative of actual values or actual future results that might be
achieved, which values may be higher or lower than those
29
indicated. Moreover, JPMorgan's analyses are not and do not purport to be
appraisals or otherwise reflective of the prices at which businesses actually
could be bought or sold.
As described above, JPMorgan's Opinion is only one of many factors which
leads Reuters and Purchaser to believe that the terms of the Offer and the
Merger are fair to the stockholders of Multex who are not affiliated with
Reuters and Purchaser and it should not be viewed as determinative of the views
of Reuters or Purchaser with respect to the value of Multex.
Reuters retained JPMorgan in November 2002 as its financial advisor in
connection with the Offer and the Merger. In selecting JPMorgan to represent
Reuters as financial advisor, Reuters considered primarily JPMorgan's
qualifications and knowledge of the business affairs of Reuters and Multex, as
well as the reputation of JPMorgan as an internationally recognized investment
banking firm that has substantial experience in transactions similar to the
Offer and the Merger. JPMorgan, as part of its investment banking business, is
continually engaged in the valuation of businesses and their securities in
connection with mergers and acquisitions, negotiated underwritings, competitive
biddings, secondary distributions of listed and unlisted securities, private
placements and valuations for estate, corporate and other purposes.
JPMorgan has advised Reuters that, in the ordinary course of its business,
it and its affiliates may actively trade the debt and equity securities of
Multex, Reuters and their affiliates for their own account and for the accounts
of customers and, accordingly, may at any time hold long or short positions in
such securities. JPMorgan and its affiliates have provided commercial and
investment banking services to Reuters from time to time, and may provide
commercial and investment banking services to Reuters in the future. JPMorgan
and its affiliates also have provided commercial banking services to Multex from
time to time, and may provide commercial and investment banking services to
Multex in the future.
Pursuant to a letter agreement among Reuters and JPMorgan, dated February
14, 2003, Reuters has agreed to pay JPMorgan a fee of $1,750,000 for its
services in connection with the Offer and the Merger, which was payable in an
initial installment payable upon public announcement of the execution of a
definitive agreement relating to the Offer and the Merger, with the balance to
be paid upon closing of the Offer and the Merger. JPMorgan was also retained as
the Dealer Manager for the Offer in February 2003. JPMorgan will not receive any
additional compensation in connection with its role as Dealer Manager. In
addition, JPMorgan will be reimbursed for its reasonable out-of-pocket expenses,
including the fees and expenses of its counsel, incurred in connection with the
Offer and the Merger and its services as Dealer Manager. Reuters has also agreed
to indemnify JPMorgan and its affiliates against certain liabilities and
expenses in connection with the Offer and the Merger, including liabilities
under the federal securities laws, in connection with its engagements. See "THE
TENDER OFFER -- Fees and Expenses."
JPMorgan is one of Reuters' advisors for financial advisory and financing
services, including corporate advisory, debt underwriting, equity underwriting,
loan syndication and other investment banking services. Some of JPMorgan's
recent engagements with Reuters have included acting as sole bookrunner on
Reuters' L500 million syndicated bank facility in 2001, acting as a dealer for
Reuters' Commercial Paper and Euro Medium Term Notes programs and acting in a
senior role on the initial public offering of Instinet, a majority-owned
subsidiary of Reuters, in 2001. JPMorgan is currently, and has historically been
among Reuters' largest customers.
6. PURPOSE OF THE OFFER; PLANS FOR MULTEX
PURPOSE OF THE OFFER. The purpose of the Offer and the Merger is to enable
Reuters, indirectly through Purchaser, to acquire control of, and the entire
equity interest in, Multex. The Offer is being made pursuant to the Merger
Agreement and is intended to increase the likelihood that the Merger will be
effected. The purpose of the Merger is to acquire all of the outstanding shares
of Multex Common Stock not purchased pursuant to the Offer. All shares of Multex
Common Stock acquired by Purchaser in the Offer will be canceled in connection
with the Merger. Multex will, as of the Effective Time, be an indirect wholly
owned subsidiary of Reuters.
30
Reuters believes that acquiring Multex will help achieve three key
strategic goals: (i) provide access to an established community of end-users and
a robust platform for investment research distribution, at a time when the
investment research industry is restructuring and opportunities are being
created; (ii) allow Reuters to offer scalable company fundamentals and earnings
estimates content which has garnered broad user acceptance, and integrate the
offerings into Reuters' other products; and (iii) augment Reuters' existing
direct-to-consumer offerings.
Multex maintains relationships with more than 850 providers of investment
research and through its platform reaches thousands of professionals, providing
cross-selling opportunities for Reuters' products and services. Multex's content
includes as-reported and normalized fundamental information on approximately
25,000 companies and real-time and historical estimates on approximately 16,000
companies. Through the deep integration of these content assets with Reuters'
other offerings, Reuters believes that it will be able to offer higher-value
products and services to its current base of customers as well as grow its
business in the off-trading floor environment.
Owning Multex's company fundamentals and estimates and integrating them
more broadly into Reuters' products and services will allow Reuters to: (i)
cost-effectively expand the breadth and depth of the content, (ii) develop the
higher value analyses and analytics that customers need, and (iii) reduce its
dependence on other third party providers. Additionally, Reuters believes that
it will be able to expand Multex's current businesses by leveraging Reuters'
global sales force and distribution channels.
Combining Multex's online retail offering (including
www.multexinvestor.com) and its content assets with Reuters' current consumer
website (www.reuters.com) and other online services should serve to create an
even more compelling and attractive destination for individual investors.
Finally, Reuters considers the quality, skill, dedication and deep domain
expertise of Multex's employees to be a critically important factor in achieving
the foregoing objectives.
Reuters considered internal development of research and company information
businesses as an alternative to the acquisition of a pre-existing business but
concluded that it would be quicker, more cost-efficient and competitively more
effective to purchase Multex at the negotiated Per Share Amount. Reuters is
already familiar with Multex, its content and many of its customers; much of
Multex's information is currently integrated into some of Reuters' premium
products; the two companies serve many of the same customers with complementary
but different product offerings; and Reuters believes it and its customers would
benefit greatly from further integration of Multex's products and expertise into
Reuters' products and operations. Reuters believes that the acquisition of
Multex's established content, technical expertise and loyal customer base
reduces costs, risks and time to market compared to internal development.
In determining whether to make the Offer and thereafter effect the Merger,
Reuters and Purchaser considered several factors, including the potential future
financial performance of Multex and historical and recent trading prices for the
shares of Multex Common Stock. Reuters and Purchaser also considered the
following factors:
(a) the relatively low volume of trading in the shares of Multex
Common Stock and that the Offer and the Merger would result in immediate,
enhanced liquidity for the stockholders of Multex at a significant premium
to recent trading prices during the last 18 months;
(b) the greater flexibility that Multex's management would have to
focus on long-term business goals, as opposed to the more short-term focus
that can result from the quarterly filing requirements of the SEC;
(c) the decrease in costs associated with being two separate public
companies (for example, as a part of Reuters, Multex would no longer be
required to file its own quarterly, annual or other periodic reports with
the SEC or publish and distribute to its stockholders annual reports and
proxy statements); and
31
(d) the reduction in the amount of public information available to
competitors specifically about Multex's business that would result from the
termination of Multex's separate obligations under the reporting
requirements of the SEC.
Reuters believes that the employees of Multex are an important asset to the
business and operations of Multex. Reuters wishes to minimize any concerns
Multex's employees may have regarding the Offer and the Merger. Reuters intends
to work with Multex management to minimize disruption to the Multex workforce.
If Purchaser acquires at least 90% of the outstanding shares of Multex
Common Stock it will have the votes necessary under Section 253 of the DGCL to
approve the Merger without a meeting of, vote of or notice to Multex's
stockholders.
If Purchaser acquires shares of Multex Common Stock pursuant to the Offer,
the Merger Agreement provides that Reuters will be entitled to designate
representatives sufficient to constitute a majority of the members of Multex's
Board of Directors following such acquisition. We expect that this
representation on Multex's Board of Directors will permit us to exert
substantial influence over the conduct of Multex's business and operations.
Other than as set forth in "-- Background of the Tender Offer; Contacts
with Multex," neither Purchaser nor Reuters considered any alternative means of
acquiring Multex other than by the Offer and the Merger.
PLANS FOR MULTEX. Subject to certain matters described below, Reuters
expects that, immediately following the Merger, the business and operations of
Multex will generally continue as they are currently being conducted. Reuters
currently intends to cause Multex's operations to continue to be run and managed
by, among others, certain of Multex's existing management. The Offer and the
Merger are being undertaken at this time for the reasons set forth in
"-- Background of the Tender Offer; Contacts with Multex."
As a result of the Offer and after the Effective Time, Reuters will be
entitled to all the benefits resulting from its ownership interests, including
all income generated by Multex's operations and any future increase in Multex's
value. Similarly, Reuters will also bear the risk of losses generated by
Multex's operations and any future decrease in the value of Multex after the
Effective Time. Subsequent to the Merger, all holders of shares of Multex Common
Stock (other than Reuters or its affiliates) will cease to have any equity
interest in Multex, will not have the opportunity to participate in the earnings
and growth of Multex after the Merger and will not have any right to vote on
Multex corporate matters. Similarly, all current holders of shares of the Multex
Common Stock (other than Reuters or its affiliates) will not face the risk of
losses generated by Multex's operations or decline in the value of Multex after
the Merger.
The shares of Multex Common Stock are currently quoted on The Nasdaq Stock
Market's National Market ("Nasdaq"). Following the consummation of the Merger,
the shares of Multex Common Stock will no longer be quoted on Nasdaq and the
registration of such shares under the Securities and Exchange Act of 1934, as
amended (the "Exchange Act") will be terminated. Accordingly, after the Merger
there will be no publicly-traded equity securities of Multex outstanding and
Multex will no longer be required to file periodic reports with the SEC. See
"-- Certain Effects of the Offer and the Merger." It is expected that, if shares
of Multex Common Stock are not accepted for payment by us pursuant to the Offer
and the Merger is not consummated, Multex's current management, under the
general direction of Multex's Board of Directors, will continue to manage Multex
as an ongoing business.
Except as disclosed elsewhere in this Offer to Purchase, neither Reuters
nor Purchaser has any present plans or proposals that would result in: an
extraordinary transaction, such as a merger, reorganization or liquidation; any
purchase, sale or transfer of a material amount of assets of Multex or any of
its subsidiaries; any material change in Multex's dividend policy, indebtedness
or capitalization, including a dividend of cash not efficiently used by Multex
following the Offer and prior to Multex becoming a wholly owned subsidiary of
Reuters; any material changes in Multex's corporate structure or business; or
the composition of the Board of Directors or management of Multex. Reuters will
continue to evaluate and review Multex and its business, assets, corporate
structure, capitalization, operations, properties, policies, management and
personnel with a view towards determining how to optimally realize any potential
benefits which arise from the relationship of the operations of Multex with
those of Reuters. Other than as described above, such evaluation and review is
32
ongoing and is not expected to be completed until after the consummation of the
Offer and the Merger. If Reuters acquires control of Multex, Reuters will
complete such evaluation and review of Multex and will determine what, if any,
additional changes would be desirable in light of the circumstances and the
strategic opportunities which then exist. Such changes could include, among
other things, restructuring the remaining business, corporate structure,
Certificate of Incorporation, Bylaws or capitalization of Multex.
Purchaser presently intends to select its designees to the Board of
Directors of Multex from among individuals (who are currently officers or
directors of Reuters, or affiliates thereof) identified in the Information
Statement which is attached as Annex A to the Schedule 14D-9 and such other
individuals as Purchaser may identify in the future. Purchaser or an affiliate
of Purchaser may acquire additional shares of Multex Common Stock through open
market purchases, privately negotiated transactions, a tender offer or exchange
offer or otherwise, upon such terms and at such prices as it shall determine,
which may be more or less than the price paid in the Offer and its affiliates
also reserve the right to dispose of any or all shares of Multex Common Stock
acquired by them, subject to the terms of the Merger Agreement.
VOTE REQUIRED TO APPROVE MERGER. The DGCL requires that the adoption of
any plan of merger or consolidation of Multex must be approved by the holders of
a majority of Multex's outstanding shares of Multex Common Stock if the merger
procedure pursuant to Section 253 of the DGCL described above is not available.
Under Section 251 of the DGCL, the affirmative vote of holders of a majority of
the outstanding shares of Multex Common Stock (including any shares of Multex
Common Stock owned by Purchaser) is required to approve the Merger Agreement and
the Merger. If Purchaser acquires, through the Offer or otherwise, voting power
with respect to at least a majority of the outstanding shares of Multex Common
Stock (which would be the case if the Minimum Condition were satisfied and
Purchaser were to accept for payment, and pay for, shares of Multex Common Stock
tendered pursuant to the Offer), it would have sufficient voting power to effect
the Merger without the vote of any other stockholder of Multex.
7. CERTAIN EFFECTS OF THE OFFER AND THE MERGER
MARKET FOR SHARES OF MULTEX COMMON STOCK. The purchase of shares of Multex
Common Stock by Purchaser pursuant to the Offer will reduce the number of shares
of Multex Common Stock that might otherwise trade publicly and may reduce the
number of holders of shares of Multex Common Stock, which could adversely affect
the liquidity and market value of the remaining shares of Multex Common Stock
held by the public. After the Merger, other than Reuters or any of its
affiliates, there will be no holders of Multex Common Stock.
STOCK QUOTATION. The shares of Multex Common Stock are quoted on Nasdaq.
According to published guidelines of the National Association of Securities
Dealers, for the shares of Multex Common Stock to continue to be eligible for
quotation on Nasdaq, the shares of Multex Common Stock must substantially meet,
among other things, either of the following: (i) at least 750,000 shares of
Multex Common Stock must be publicly held, the market value of publicly held
shares of Multex Common Stock must be at least $5,000,000, Multex must have
stockholders' equity of at least $10,000,000, there must be at least 400 holders
of round lots of shares of Multex Common Stock, the bid price per share of
Multex Common Stock must be at least $1 and there must be at least two
registered and active market makers for the shares of Multex Common Stock or
(ii) at least 1,100,000 shares of Multex Common Stock must be publicly held, the
market value of publicly held shares of Multex Common Stock must be at least
$15,000,000, the bid price per share of Multex Common Stock must be at least $3,
there must be at least 400 holders of round lots of shares of Multex Common
Stock, there must be at least four registered and active market makers and
either (x) the market value of the shares of Multex Common Stock must be at
least $50,000,000 or (y) the total assets and total revenue of Multex for the
most recently completed fiscal year or two of the last three most recently
completed fiscal years must be at least $50,000,000. Shares of Multex Common
Stock held directly or indirectly by directors, officers or beneficial owners of
more than 10% of the shares of Multex Common Stock are not considered as being
publicly held for this purpose. According to information furnished to Purchaser
by Multex as of the close of business on February 10, 2003, there were
approximately 262 holders of record of shares of Multex Common Stock, not
including beneficial holders of Common Stock in street name, and there were
32,511,117 shares of Multex Common Stock outstanding.
33
If the shares of Multex Common Stock were to cease to be quoted on Nasdaq,
the market for shares of Multex Common Stock could be adversely affected. It is
possible that the shares of Multex Common Stock would be traded or quoted on
other securities exchanges or in the over-the-counter market, and that price
quotations would be reported by such exchanges or other sources. The extent of
the public market for shares of Multex Common Stock and the availability of such
quotations would, however, depend upon the number of stockholders and/or the
aggregate market value of the shares of Multex Common Stock remaining at such
time, the interest in maintaining a market in shares of Multex Common Stock on
the part of securities firms, the possible termination of registration of the
shares of Multex Common Stock under the Exchange Act and other factors.
EXCHANGE ACT REGISTRATION. The shares of Multex Common Stock are currently
registered under the Exchange Act. Such registration may be terminated by Multex
upon application to the SEC if the outstanding shares of Multex Common Stock are
not listed on a national securities exchange and if there are fewer than 300
holders of record of shares of Multex Common Stock. Termination of registration
of the shares of Multex Common Stock under the Exchange Act would reduce the
information required to be furnished by Multex to its stockholders and to the
SEC and would make certain provisions of the Exchange Act, such as the short-
swing profit recovery provisions of Section 16(b) and the requirement to furnish
a proxy statement in connection with stockholders' meetings pursuant to Section
14(a) and the related requirement to furnish an annual report to stockholders,
no longer applicable with respect to the shares of Multex Common Stock.
Furthermore, the ability of "affiliates" of Multex and persons holding
"restricted securities" of Multex to dispose of such securities pursuant to Rule
144 under the Securities Act of 1933, as amended, may be impaired or eliminated.
If registration of the shares of Multex Common Stock under the Exchange Act were
terminated, the shares of Multex Common Stock would no longer be eligible for
Nasdaq reporting or for continued inclusion on the Federal Reserve Board's list
of "margin securities." Purchaser intends to seek to cause Multex to apply for
termination of registration of the shares of Multex Common Stock as soon as
possible after consummation of the Offer if the requirements for termination of
registration are met. If registration of the shares of Multex Common Stock is
not terminated prior to the Merger, then the registration of the shares of
Multex Common Stock under the Exchange Act and the quoting of the shares of
Multex Common Stock on Nasdaq will be terminated following completion of the
Merger.
8. CERTAIN FEDERAL INCOME TAX CONSEQUENCES OF THE OFFER
Sales of shares of Multex Common Stock (including through the delivery of
Warrants) pursuant to the Offer and the exchange of shares of Multex Common
Stock (including through the delivery of Warrants) for cash pursuant to the
Merger will be taxable transactions for United States federal income tax
purposes and may also be taxable under applicable state, local and other tax
laws. For United States federal income tax purposes, a stockholder whose shares
of Multex Common Stock or Warrants are purchased pursuant to the Offer or who
receives cash as a result of the Merger will realize gain or loss equal to the
difference between the adjusted basis of the shares of Multex Common Stock (or
Warrants) sold or exchanged and the amount of cash received therefor. Such gain
or loss will be capital gain or loss if the shares of Multex Common Stock are
held as capital assets by the stockholder and will be long-term capital gain or
loss if the stockholder has held the shares of Multex Common Stock (or Warrants)
for more than one year. Long-term capital gain of a non-corporate stockholder is
generally subject to a maximum tax rate of 20%.
To the extent that Multex or any of its subsidiaries owns or leases real
property in New York State or New York City, certain transfer taxes may apply to
the sale or exchange of shares of Multex Common Stock (including through the
delivery of Warrants) by a stockholder pursuant to the Offer and the Merger.
Although Purchaser has agreed to pay any such taxes on behalf of the
stockholders, such payment may be treated as additional consideration paid for
the shares of Multex Common Stock. In such case, the amount of such additional
consideration would be offset by treatment of the tax as an additional selling
expenses incurred by the stockholder. Accordingly, the payment of such taxes by
Purchaser should have no effect on the amount of gain or loss recognized by a
stockholder.
BACKUP WITHHOLDING. In order to avoid "backup withholding" of United
States federal income tax on payments of cash pursuant to the Offer, a
stockholder surrendering shares of Multex Common Stock
34
(including through the delivery of Warrants) in the Offer must, unless an
exemption applies, provide the Depositary with such stockholder's correct
taxpayer identification number ("TIN") on a Substitute Form W-9 and certify
under penalty of perjury that such TIN is correct and that such stockholder is
not subject to backup withholding. If a stockholder does not provide such
stockholder's correct TIN or fails to provide the certifications described
above, the Internal Revenue Service (the "IRS") may impose a penalty on such
stockholder and payment of cash to such stockholder pursuant to the Offer may be
subject to backup withholding. In general, all non-corporate stockholders other
than foreign stockholders surrendering shares of Multex Common Stock (including
through the delivery of Warrants) pursuant to the Offer should complete and sign
the main signature form and the Substitute Form W-9 included as part of the
Letter of Transmittal to provide the information and certification necessary to
avoid backup withholding (unless an applicable exemption exists and is proved in
a manner satisfactory to Purchaser and the Depositary). Certain stockholders
(including, among others, most corporations and certain foreign individuals and
entities) are not subject to backup withholding. Foreign stockholders should
complete the appropriate Form W-8. Foreign stockholders should consult their tax
advisor in order to properly submit the appropriate Form W-8 to the Depository.
See Instruction 9 to the Letter of Transmittal.
THE INCOME TAX DISCUSSION SET FORTH ABOVE MAY NOT BE APPLICABLE TO
STOCKHOLDERS IN SPECIAL SITUATIONS SUCH AS STOCKHOLDERS WHO RECEIVED THEIR
SHARES OF MULTEX COMMON STOCK UPON THE EXERCISE OF EMPLOYEE STOCK OPTIONS OR
OTHERWISE AS COMPENSATION AND STOCKHOLDERS WHO ARE NOT UNITED STATES PERSONS.
STOCKHOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE SPECIFIC
TAX CONSEQUENCES TO THEM OF THE OFFER AND THE MERGER, INCLUDING THE APPLICATION
AND EFFECT OF UNITED STATES FEDERAL, STATE, LOCAL, FOREIGN OR OTHER TAX LAWS.
9. THE MERGER AGREEMENT; THE TENDER AGREEMENT AND THE EMPLOYMENT AGREEMENT
THE MERGER AGREEMENT. THE FOLLOWING IS A SUMMARY OF CERTAIN PROVISIONS OF
THE MERGER AGREEMENT. THIS SUMMARY IS NOT A COMPLETE DESCRIPTION OF THE TERMS
AND CONDITIONS OF THE MERGER AGREEMENT AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO THE FULL TEXT OF THE MERGER AGREEMENT WHICH IS FILED WITH THE SEC
AS AN EXHIBIT TO THE SCHEDULE TO AND IS INCORPORATED IN THIS OFFER TO PURCHASE
BY REFERENCE. CAPITALIZED TERMS NOT OTHERWISE DEFINED BELOW SHALL HAVE THE
MEANINGS SET FORTH IN THE MERGER AGREEMENT.
The Offer. The Merger Agreement provides that Purchaser will commence the
Offer and that upon the terms and subject to prior satisfaction or waiver (to
the extent permitted to be waived) of the conditions of the Offer, promptly
after expiration of the Offer, Purchaser will accept for payment, and pay for,
all shares of Multex Common Stock validly tendered and not withdrawn pursuant to
the Offer that Purchaser is permitted to accept and pay for under applicable law
(such date of acceptance for payment, the "Acceptance Date"). Provisions of the
Merger Agreement relating to the conditions of the Offer are described in "THE
TENDER AGREEMENT -- Certain Conditions of the Offer."
The Merger. The Merger Agreement provides that if the number of shares of
Multex Common Stock owned by Reuters, Purchaser and any other affiliate of
Reuters collectively immediately following consummation of the Offer constitutes
at least 90% of the outstanding shares of Multex Common Stock, and provided that
the conditions to Multex's obligations contained in the Merger Agreement have
been satisfied or waived, the parties will, at the request of Reuters, take all
necessary action to cause the Merger to become effective within two business
days after such acquisition without the approval of the stockholders of Multex
and in accordance with Section 253 of the DGCL.
If approval of the Merger Agreement and the Merger by the stockholders of
Multex is required by law, Multex will duly give notice of, convene and hold a
meeting of its stockholders for the purpose of voting upon the Merger Agreement
(insofar as it relates to the Merger), the Merger and related matters as soon as
35
possible following consummation of the Offer. The obligations of Multex
contained in the previous sentence will apply regardless of whether Multex or
the Special Committee of the Board of Directors of Multex (the "Special
Committee") will have withdrawn its approval or recommendation of the Merger
Agreement or the Merger. Multex will, through its Board of Directors, recommend
to its stockholders approval and adoption of the Merger Agreement and approval
of the Merger, except to the extent that the Board of Directors of Multex will
have withdrawn its approval or recommendation of the Merger Agreement or the
Merger to the extent permitted by the Merger Agreement. Upon consummation of the
Merger, each then outstanding share of Multex Common Stock not owned by Reuters,
Purchaser or any other subsidiary of Reuters, (other than shares of Multex
Common Stock held by stockholders of Multex who exercise dissenters' rights
under applicable law) will be converted into the right to receive the Per Share
Amount in cash, without interest (the "Merger Consideration").
Conditions to the Merger. The respective obligations of the parties to
effect the Merger are subject to the satisfaction, on or prior to the Closing
Date (as defined in the Merger Agreement), of the following conditions:
(a) If required by applicable law, the Merger Agreement (insofar as it
relates to the Merger) and the Merger having been approved and adopted by
the requisite affirmative vote or consent of the holders of the shares of
Multex Common Stock in accordance with applicable law and the Certificate
of Incorporation and the Bylaws of Multex.
(b) Purchaser having accepted for purchase and paid for shares of
Multex Common Stock pursuant to the Offer.
(c) No statute, rule or regulation having been enacted, promulgated or
otherwise being in effect by any Governmental Entity and no temporary
restraining order, preliminary or permanent injunction or other order
issued by any court of competent jurisdiction or other legal restraint or
prohibition preventing or impairing the consummation of the Merger in any
material respect being in effect on the Closing Date of the Merger.
Top-Up Option. Pursuant to the Merger Agreement, Multex granted to
Purchaser an irrevocable option (the "Top-Up Option") to purchase up to that
number of shares of Multex Common Stock (the "Top-Up Option Shares") equal to
the lowest number of shares of Multex Common Stock that, when added to the
number of shares of Multex Common Stock collectively owned by Reuters, Purchaser
and any other affiliates of Reuters immediately following consummation of the
Offer, will constitute at least 90% of the shares of Multex Common Stock then
outstanding on a fully diluted basis (assuming the issuance of the Top-Up Option
Shares and the exercise of all Options, Warrants and any other rights to acquire
Multex Common Stock on the date of the Top-Up Exercise Event (as defined below))
at a purchase price per Top-Up Option Share equal to the Per Share Amount.
Purchaser may, at its election, exercise the Top-Up Option, in whole, but
not in part, at any one time after the occurrence of a Top-Up Exercise Event and
prior to the Top-Up Termination Date (as defined below). A "Top-Up Exercise
Event" will occur upon Purchaser's acceptance for payment pursuant to the Offer
of Multex Common Stock constituting, together with Multex Common Stock owned
directly or indirectly by Reuters, Purchaser and any other affiliates of
Reuters, less than 90% of the shares of Multex Common Stock then outstanding on
a fully diluted basis (assuming the exercise of all Options, Warrants and any
other rights to acquire Multex Common Stock on the date of the Top-Up Exercise
Event), but only if (i) the issuance of the Top-Up Option Shares would not
require the approval of the stockholders of Multex under applicable law or
regulation (including, but not limited to, Nasdaq rules and regulations,
including Section 4350(i)(1)(D) of the NASD Manual) or (ii) Nasdaq has granted a
waiver from any such rule or regulation that is reasonably acceptable to
Reuters, Purchaser and Multex, and there is no other applicable law, rule or
regulation that would require the approval of Multex's stockholders for the
issuance of the Top-Up Option Shares. Upon and after the request of Reuters,
Multex will use its reasonable best efforts (but without the payment of any
money) to obtain such a waiver from Nasdaq as promptly as possible after any
such request. The "Top-Up Termination Date" will occur upon the earliest to
occur of (i) the Effective Time, (ii) the termination of the Merger Agreement,
(iii) the date that is ten business days after the occurrence of a
36
Top-Up Exercise Event, unless the Top-Up Option has been previously exercised in
accordance with the terms and conditions of the Merger Agreement and (iv) the
date that is ten business days after the Top-Up Notice Date (as defined below)
unless the Top-Up Closing (as defined below) has previously occurred.
In the event Purchaser wishes to exercise the Top-Up Option, Purchaser will
send to Multex a written notice (a "Top-Up Exercise Notice", the date of receipt
of such notice being referred to as the "Top-Up Notice Date") specifying the
place for the closing of the purchase and sale pursuant to the Top-Up Option
(the "Top-Up Closing") and a date not earlier than one business day nor later
than ten business days after the Top-Up Notice Date for the Top-Up Closing.
Multex will, promptly after receipt of the Top-Up Exercise Notice, deliver a
written notice to Purchaser confirming the number of Top-Up Option Shares and
the aggregate purchase price therefor.
At the Top-Up Closing, subject to the terms and conditions of the Merger
Agreement, (i) Multex will deliver to Purchaser a certificate or certificates
evidencing the applicable number of Top-Up Option Shares and (ii) Purchaser will
purchase each Top-Up Option Share from Multex at the Per Share Amount; provided,
that the obligation of Multex to deliver Top-Up Option Shares upon the exercise
of the Top-Up Option is subject to the condition that no provision of any
applicable law or regulation and no judgment, injunction, order or decree
prohibits the exercise of the Top-Up Option or the delivery of the Top-Up Option
Shares in respect of any such exercise. Payment by Purchaser of the purchase
price for the Top-Up Option Shares may be made, at the option of Purchaser, by
delivery of (i) immediately available funds by wire transfer to an account
designated by Multex or (ii) a promissory demand note issued by Purchaser in
customary form that is reasonably acceptable to the parties and in a principal
face amount equal to the aggregate amount of the purchase price for the Top-Up
Option Shares. Upon the delivery by Purchaser to Multex of the Top-Up Exercise
Notice, and the tender of the applicable Per Share Amount in either of the two
forms described above, Purchaser will be deemed to be the holder of record of
the Top-Up Option Shares issuable upon such exercise, notwithstanding that the
stock transfer books of Multex shall then be closed or that certificates
representing such Top-Up Option Shares shall not then be actually delivered to
Purchaser or Multex shall have failed or refused to designate the bank account
described above.
Purchaser shall pay all expenses, and any and all federal, state and local
taxes and other charges, that may be payable in connection with the preparation,
issuance and delivery of stock certificates pursuant to its exercise of the
Top-Up Option.
Termination of the Merger Agreement. The Merger Agreement may be
terminated and the Offer and the Merger may be abandoned:
(a) at any time before the Effective Time, whether before or after
stockholder approval thereof, by mutual written consent of Reuters and
Multex;
(b) by either Reuters or Multex if
(i) prior to the purchase of Multex Common Stock in the Offer, a
court of competent jurisdiction or other Governmental Entity has issued
an order, decree or ruling or taken any other action, in each case
permanently restraining, enjoining or otherwise prohibiting the Offer or
the Merger, and that judgment, injunction, order or decree has become
final and nonappealable, or
(ii) the Offer has not been consummated by October 17, 2003
(subject to the right of either party to extend such date in one-month
increments upon no less than 5 days and no more than 15 days prior
written notice to the other party, for an aggregate extension of no more
than nine months, in all cases only in the circumstance where the Offer
has not been consummated by October 17, 2003 due (whether in whole or in
part) to the failure of any of the conditions set forth in any of
clauses (ii), (iii)(c), (iii)(e) or (iii)(f) of "THE TENDER
OFFER -- Certain Conditions of the Offer") (either such date, the "End
Date"); provided, however, that the right to terminate the Merger
Agreement pursuant to this clause (ii) will not be available to any
party whose failure to fulfill any obligation under the Merger Agreement
has been the cause of, or resulted in, the failure of the Offer to be
consummated by such date;
37
(c) by Reuters, at any time prior to the purchase of Multex Common
Stock pursuant to the Offer, if
(i) Multex's Board of Directors withdraws, modifies, or changes its
recommendation in respect of the Merger Agreement, the Merger or the
Offer in a manner adverse to the Merger or the Offer, to Reuters or to
the Purchaser;
(ii) Multex's Board of Directors recommends any proposal other than
by Reuters or the Purchaser in respect of a Takeover Proposal (as
defined below);
(iii) (A) Multex continues to violate or breach in any material
respect any of its obligations described under "Acquisition Proposals"
below after ten business days' prior written notice thereof from Reuters
or (B) Multex violates or breaches in any material respect any of its
obligations described under "Acquisition Proposals" below; or
(iv) Multex breaches any representation, warranty, covenant or
other agreement contained in the Merger Agreement that would give rise
to the failure of a condition set forth in paragraph (iii)(b) or
(iii)(c) of "THE TENDER OFFER -- Certain Conditions of the Offer," and
that breach cannot be cured or remedied by the End Date, but only after
10 days' prior written notice of that breach by Reuters to Multex; or
(d) by Multex
(i) pursuant to and in compliance with clause (c) of "Acquisition
Proposals" below;
(ii) if the Purchaser fails to commence the Offer within ten
business days following the date of the Merger Agreement, unless such
failure to commence the Offer is due in any way to any action or failure
to act on the part of Multex; or
(iii) if, at any time prior to the consummation of the Offer,
Reuters or the Purchaser breaches in any material respect any of the
representations, warranties, covenants or agreements contained in the
Merger Agreement, and such material breach cannot be cured or remedied
by the End Date, but only after 10 days' prior written notice of that
breach by Multex to Reuters.
Effect of Termination. (a) In the event of the termination of the Merger
Agreement as described above under "Termination of the Merger Agreement" (other
than pursuant to clause (a) of that section), written notice thereof will
forthwith be given to the other party or parties specifying the provision of the
Merger Agreement under which such termination is made, and the Merger Agreement
will then become null and void (except for certain specified provisions of the
Merger Agreement which would survive the termination, including those described
in this section) and there will be no liability on the part of Reuters, the
Purchaser or Multex, except (i) as set forth in Sections 6.3 and 8.2 of the
Merger Agreement, and (ii) subject to Section 8.2(f) of the Merger Agreement, no
party will be relieved from liability for any willful breach of the Merger
Agreement or from fraud.
(b) If any of the following occurs:
(i) Reuters terminates the Merger Agreement pursuant to the terms
described in any of clause (c)(i), (c)(ii) or (c)(iii)(A) of "Termination
of the Merger Agreement" described above;
(ii) Multex terminates the Merger Agreement pursuant to the terms
described in clause (d)(i) of "Termination of the Merger Agreement"
described above;
(iii) if both (x) Reuters or Multex terminates the Merger Agreement
pursuant to the terms described in clause (b)(ii) of "Termination of the
Merger Agreement" described above and at any time between the commencement
of the Offer and the date of such termination, there is commenced, publicly
proposed or communicated to the holders of shares of Multex Common Stock a
Takeover Proposal and (y) a Qualifying Takeover Event (as defined below)
occurs within 9 months following that termination; or
38
(iv) if Reuters terminates the Merger Agreement pursuant to the terms
described in clause (c)(iii)(B) of "Termination of the Merger Agreement"
described above, and a Qualifying Takeover Event occurs within 9 months
following that termination,
then Multex will pay to Reuters a termination fee (the "Termination Fee") of
$5.5 million, payable by wire transfer to an account designated in writing by
Reuters to Multex. Multex will pay the Termination Fee to Reuters (x) within
five business days of any termination described in clause (b)(i) of this
section, (y) as a precondition to any termination described in clause (b)(ii) of
this section (as further contemplated by the terms described in clause (b) of
"Acquisition Proposals") and (z) on the date that Multex executes and delivers a
definitive agreement providing for a Qualifying Takeover Event (or on the date
that the relevant person becomes the beneficial owner of Multex Common Stock
that gave rise to the Qualifying Takeover Event, as applicable) in connection
with any termination described in either clause (b)(iii) or (b)(iv) of this
section.
(c) For purposes of the Merger Agreement, "Qualifying Takeover Event" means
that either of the following occurs:
(i) Multex enters into a definitive agreement with respect to any
Takeover Proposal providing for the purchase or acquisition of more than
50% of either (A) the voting power of Multex's capital stock or (B) the
assets of Multex and its Subsidiaries (judged either by their fair market
value or the consolidated revenue of Multex that is generated therefrom,
whichever percentage is higher) or
(ii) any third party otherwise becomes the beneficial owner of more
than 50% of the voting power of Multex Common Stock.
(d) All fees and expenses incurred in connection with the Offer, the
Merger, the Merger Agreement and the transactions contemplated thereby will be
paid by the party incurring such fees or expenses, whether or not the Offer or
the Merger is consummated.
(e) Multex acknowledged in the Merger Agreement that the agreements
described in paragraphs (b) and (c) of this section entitled "Effect of
Termination" are an integral part of the transactions contemplated by the Merger
Agreement, and that, without these agreements, Reuters and Purchaser would not
have entered into the Merger Agreement; accordingly, if Multex fails to pay
promptly any amount due described in this section and, in order to obtain such
payment, Reuters or any of its affiliates commences a suit that results in a
judgment against Multex for any such amount, Multex will also pay to Reuters or
such affiliate their costs and expenses (including attorneys' fees) in
connection with such suit, together with interest on the amount of the fee at
the base rate of Citibank, N.A. from the date such payment was due under the
Merger Agreement.
(f) Except in the case of any termination of the Merger Agreement described
under clause (c)(iii)(A) of "Termination of the Merger Agreement" above, any
payment by Multex of the full Termination Fee will relieve Multex, each of its
affiliates and each of their respective directors, officers, employees, agents
and representatives from any further liability, obligation or damages under any
provision of the Merger Agreement or otherwise in connection with the Merger
Agreement and the transactions contemplated thereby.
Acquisition Proposals. (a) If any inquiry or proposal is received by, any
information is requested from, or any negotiations or discussions are sought to
be initiated or continued with Multex or its officers, directors, employees
listed in the third paragraph of the Standstill Agreement, investment bankers,
attorneys, accountants or other agents, in each case, in connection with a
Takeover Proposal (a "Takeover Proposal Interest"), then Multex must promptly
provide Reuters with written notice of that Takeover Proposal Interest, which
notice must (i) identify the name of the person indicating such a Takeover
Proposal Interest and the material terms and conditions of any Takeover Proposal
and (ii) include a copy of any written Takeover Proposal Interest or Takeover
Proposal that may have been submitted by such third party as part of its
expression of Takeover Proposal Interest; provided that once any such notice is
provided by Multex, Multex will not have any further obligation to provide any
updates or notices regarding either discussions with or information provided to
that third party or discussions, negotiations or other developments with respect
to that Takeover Proposal or any Takeover Proposal thereafter submitted by that
third party, except as otherwise expressly set forth in clause (b)(3)(iv) of
this section. For purposes of the Merger Agreement, "Takeover
39
Proposal" means any proposal (including, without limitation, any proposal or
offer to stockholders of Multex), other than a proposal by Reuters or any of its
affiliates, for a merger, consolidation, share exchange, business combination,
reorganization, recapitalization, liquidation, dissolution, tender offer or
other similar transaction involving, or any purchase of, all or any significant
portion of the consolidated assets of Multex and its Subsidiaries, or 5% or more
of the equity securities of Multex.
(b) Multex agreed that it will immediately cease and cause to be terminated
all existing discussions, negotiations and communications with any person with
respect to any Takeover Proposal and, except in compliance with and in the
circumstances described in clause (b)(3) of this section, will enforce and will
not terminate, amend, modify or waive any standstill provision of any
confidentiality or standstill agreement between Multex and other parties entered
into prior to the date of the Merger Agreement. Multex may not, nor may it
permit any of its Subsidiaries to, nor may it authorize or permit any officer,
director, employee, agent or representative (including any investment banker,
attorney, accountant or other advisor) of Multex or any of its Subsidiaries to,
directly or indirectly, (i) solicit, initiate or facilitate any inquiries or the
making of any Takeover Proposal, (ii) enter into any agreement with respect to
any Takeover Proposal, (iii) participate in any discussions or negotiations
regarding, or furnish or disclose to any person any nonpublic information or
data with respect to or in furtherance of, or facilitate any effort or attempt
to make or implement, any Takeover Proposal or (iv) enter into any agreement,
arrangement or understanding requiring it to abandon, terminate or fail to
consummate the transactions contemplated by the Merger Agreement. However,
(1) Multex may take such actions as are required by the Exchange Act
with regard to any Takeover Proposal;
(2) until the earlier of (x) Purchaser's purchase of shares of Multex
Common Stock in the Offer and (y) obtaining the affirmative vote required
to approve the Merger as described in "Vote Required to Approve Merger,"
Multex may participate in discussions or negotiations with, or furnish
information to, any person in response to an unsolicited bona fide written
Takeover Proposal by any person made after the date of the Merger
Agreement, but only if (1) the Board of Directors of Multex or the Special
Committee determines, in good faith, that (x) taking such action is
reasonably likely to be required by their fiduciary duties under applicable
law and (y) taking that action has a reasonable prospect of resulting in
the receipt by Multex of a Superior Proposal (as defined below) and (2)
Multex shall have entered into a confidentiality and standstill agreement
with that person that is at least as restrictive to that person as the
Confidentiality Agreement and the Standstill Agreement; and
(3) Multex may recommend any unsolicited bona fide written Takeover
Proposal to the stockholders of Multex, may withdraw or modify its
recommendation of the Offer, the Merger and the Merger Agreement and may
terminate the Merger Agreement and enter into any agreement regarding a
Takeover Proposal, if and only to the extent that, in the cases of this
clause (3), (i) the Board of Directors of Multex or the Special Committee
determines in good faith by resolution duly adopted that such Takeover
Proposal is a Superior Proposal, (ii) the Board of Directors of Multex or
the Special Committee determines in good faith after consultation with and
advice from its outside legal counsel that the failure to take such action
would be reasonably likely to constitute a breach of the directors'
fiduciary duties under applicable law, (iii) Multex executes with the
person making such Takeover Proposal a confidentiality agreement containing
terms and provisions at least as restrictive to such third party as those
contained in the Confidentiality Agreement and the Standstill Agreement and
(iv) two business days have elapsed following Multex's delivery to Reuters
of written notice advising Reuters that Multex's Board of Directors or the
Special Committee has received a Superior Proposal, specifying the material
terms and conditions of such Superior Proposal, identifying the person
making such Superior Proposal and providing Reuters a copy of any written
Superior Proposal; provided, however, that Multex may not terminate the
Merger Agreement or enter into an agreement with respect to a Superior
Proposal unless in addition Multex (1) has provided Reuters written notice
that it intends to terminate the Merger Agreement, (2) within a period of
two business days following the delivery of the written notice referred to
in this clause (iv), if Reuters proposes adjustments in the terms and
conditions of the Merger Agreement, but Multex Board of Directors or the
Special Committee determines, in its good faith judgment (after receiving
the advice of its financial advisor and after considering such proposed
40
adjustments and negotiations relating thereto), that the Merger Agreement
as so proposed to be adjusted is not as favorable to Multex's stockholders
as such Superior Proposal and (3) at least two business days after Multex
has provided the written notice referred to in this clause (iv), Multex
delivers to Reuters (x) a written notice of termination of the Merger
Agreement pursuant to the terms described in clause (b) of this section and
clause (d) of "Termination of the Merger Agreement" above and (y) a wire
transfer of immediately available funds in the amount of the Termination
Fee.
Without limiting the foregoing, the parties agreed that any violation of
the restrictions described in the preceding sentence by any officer, director,
employee listed in the third paragraph of the Standstill Agreement, agent or
representative (including any investment banker, attorney, accountant or other
advisor) of Multex or any of its Subsidiaries would be deemed to be a breach by
Multex. In addition, Multex must promptly provide to Reuters any non-public
information regarding Multex provided to any other person which was not
previously provided to Reuters.
For purposes of the Merger Agreement, "Superior Proposal" means a bona fide
written proposal made by a person other than Reuters, Purchaser or an affiliate
thereof (i) which is for a merger, consolidation, share exchange, business
combination, reorganization, recapitalization, liquidation, dissolution, tender
offer or other similar transaction involving, or any purchase or acquisition of,
(A) more than 50% of the voting power of Multex's capital stock or (B) all or
substantially all of the consolidated assets of Multex and its Subsidiaries,
(ii) which is otherwise on terms which Multex's Board of Directors or the
Special Committee determines in good faith after consultation with its
independent financial advisors would result in a transaction that, if
consummated, is more favorable to Multex's stockholders, from a financial point
of view, than the Offer and Merger (or, if applicable, any proposal by Reuters
to amend the terms of the Merger Agreement), taking into account all the terms
and conditions of such proposal, the likelihood of the transaction contemplated
by such proposal being completed, and all financial, regulatory, legal and other
aspects of such proposal; provided, however, that no proposal will be a Superior
Proposal if any financing required to consummate the proposal is not committed,
and (iii) the failure of which to accept or recommend by Multex's Board of
Directors or the Special Committee would be reasonably likely to constitute a
breach of the directors' fiduciary duties under applicable law.
(c) Multex agreed to promptly inform the individuals or entities referred
to in the second sentence of clause (b) of this section of the obligations
undertaken in this section. Multex also agreed to promptly require and ensure
that each person that previously executed a confidentiality agreement in
connection with its consideration of any Takeover Proposal return all
confidential information furnished to such person by or on behalf of Multex or
any of its Subsidiaries.
Amendment of the Merger Agreement. The Merger Agreement may be amended by
Reuters, Purchaser and Multex at any time before or after approval of the
matters presented in connection with the Merger by the stockholders of Multex,
but, after any such approval, no amendment may be made which by law requires
further approval by such stockholders, or which reduces the amount or changes
the kind of consideration to be received in exchange for the shares of Multex
Common Stock, without such further approval. The Merger Agreement may not be
amended except by an instrument in writing signed on behalf of each of Reuters,
Purchaser and Multex.
Extension or Waiver. At any time prior to the Effective Time, Reuters,
Purchaser and Multex may to the extent legally allowed, (i) extend the time for
the performance of any of the obligations or other acts of the other parties to
the Merger Agreement, (ii) waive any inaccuracies in the representations and
warranties contained in the Merger Agreement or in any document delivered
pursuant to the Merger Agreement and (iii) waive compliance with any of the
agreements or conditions contained in the Merger Agreement. Any such extension
or waiver will be valid only if set forth in a prior written instrument signed
on behalf of the party against whom the extension or waiver is to be effective
by a duly authorized officer of such party setting forth in detail the extension
or waiver.
Procedure for Termination, Amendment, Extension or Waiver. A termination
of the Merger Agreement as described under "Termination of the Merger
Agreement," an amendment of the Merger Agreement as described under "Amendment
of the Merger Agreement," an extension or waiver under the Merger
41
Agreement as described under "Extension or Waiver," in order to be effective,
will require (a) in the case of Reuters or Purchaser, action by its duly
authorized designee, (b) in the case of Multex before consummation of the Offer,
action by the Special Committee or the duly authorized designee thereof and (c)
in the case of Multex following consummation of the Offer, action by the
affirmative vote of a majority of the Independent Directors (as defined in
"Composition of the Board of Directors"), if any, shall be required to (i) amend
or terminate the Merger Agreement by Multex, (ii) exercise or waive any of
Multex's rights or remedies under the Merger Agreement, (iii) extend the time
for performance of Reuters' and Purchaser's respective obligations under the
Merger Agreement, (iv) amend Multex's Certificate of Incorporation or Bylaws or
(v) approve any transactions between Multex and any of its Subsidiaries, on the
one hand, and Reuters, Purchaser or any of their respective affiliates, on the
other.
Treatment of Options. The Merger Agreement provides that each outstanding
option to purchase shares of Multex Common Stock will be cancelled prior to the
Effective Time. In exchange for each cancelled Option, except for those
cancelled Options described in the paragraph below, the holder of such Option
will receive from Multex an amount in cash equal to the result of multiplying
the total number of shares of Multex Common Stock previously subject to the
unexercised, cancelled Option by the positive difference, if any, between $7.35
and the per share exercise price of that Option.
With respect to cancelled Options that (i) were previously issued under the
Multex 1999 Stock Option Plan pursuant to the Plan's "Discretionary Option
Program," (ii) were not fully vested or exercisable immediately prior to the
effective time of the Merger, (iii) had an exercise price of less than $7.35 and
(iv) were scheduled to vest and become exercisable in 2003 or 2004, at the
Effective Time, Reuters will establish a restricted share program pursuant to
which holders of those Options will be entitled to receive ordinary shares of
Reuters (or in the case of United States holders, American Depositary Shares
representing those ordinary shares). Under the Reuters' restricted share
program, the ordinary shares of Reuters in respect of those cancelled Options
will vest in the same proportion and on the same vesting dates that those
Options would have vested had they not been cancelled. On each applicable
vesting date, the holder of that Option will be entitled to receive a number of
ordinary shares of Reuters (or related American Depositary Shares, as
applicable) equal to the number of shares of Multex Common Stock for which the
cancelled Option would have become exercisable multiplied by an exchange ratio.
The exchange ratio is equal to a fraction the numerator of which is the
difference between $7.35 and the per share exercise price of the cancelled
Option and the denominator of which is the dollar equivalent (determined on or
about the relevant vesting date) of the trading price of ordinary shares of
Reuters prior to the Effective Time (computed on an average of the mid-market
closing prices over a defined period). In addition, if the price in dollars per
Reuters' ordinary share (or related American Depositary Share, as applicable) on
the day prior to the applicable vesting date multiplied by the number of
ordinary shares (or related American Depositary Shares, as applicable) to be
received by the holder on such vesting date is less than the difference between
$7.35 and the per share exercise price of the cancelled Option multiplied by the
number of shares of Multex Common Stock that would have become exercisable on
such vesting date had the option not been cancelled, Reuters will pay the
difference to the holder in cash.
Treatment of Warrants. At or immediately before the Effective Time, each
then outstanding Warrant will be converted into an obligation of the Surviving
Corporation to pay upon exercise thereof, and a right of the holder thereof to
receive in full satisfaction of such Warrant, cash in an amount in respect
thereof equal to the product of (A) the Merger Consideration less the exercise
price per share of Multex Common Stock subject to such Warrant and (B) the
number of shares of Multex Common Stock subject to such Warrant. Reuters will
pay the amount determined in accordance with the foregoing sentence after the
Effective Time promptly upon any exercise by a holder of such Warrant in
accordance with its terms.
Indemnification and Insurance. Reuters agreed to cause the Surviving
Corporation, and the Surviving Corporation agreed, to do the following:
(a) The Surviving Corporation will indemnify and hold harmless all
current and former officers and directors of Multex and of its Subsidiaries
(the "Indemnified Parties") to the fullest extent permitted by applicable
law and to the same extent and subject to the same terms as such persons
are currently
42
indemnified by the respective Certificates of Incorporation and Bylaws of
Multex and of its Subsidiaries and under any indemnification agreement with
Multex, for acts or omissions occurring at or prior to the Effective Time
(including acts or omissions in connection with the Merger Agreement and
the consummation of the transactions contemplated thereby).
(b) The Certificate of Incorporation of the Surviving Corporation will
contain provisions no less favorable with respect to indemnification than
are set forth in Article VIII of Multex's Certificate of Incorporation and
Article VIII of Multex's Bylaws, as the same may exist on the date of the
Merger Agreement.
(c) For a period of not less than six years from the Effective Time,
the Surviving Corporation will provide directors' and officers' insurance
and indemnification policy in favor of the Indemnified Parties in respect
of acts or omissions occurring at or prior to the Effective Time (including
acts or omissions in connection with the Merger Agreement and the
consummation of transactions contemplated thereby) of at least the same
coverage (with carriers at least substantially comparable to in claims
paying rating to Multex's existing carriers) containing terms and
conditions which are not at least as advantageous to the Indemnified
Parties as those contained in the directors' and officers' insurance and
indemnification policy maintained by Multex on the date of the Merger
Agreement; provided, that (i) unless Reuters otherwise elects by written
notice to Multex at least 7 days before the consummation of the Offer,
Multex will be entitled to purchase (or, if Reuters so directs, Multex will
be required to purchase) a directors' and officers' insurance and
indemnification policy in connection with the Surviving Corporation's
obligations described under this clause (c) at least 1 day before the final
Expiration Date, so long as the cost of that policy does not exceed $2
million and (ii) if Multex so elects or is so directed by Reuters and such
policy is so purchased, then the Surviving Corporation will be deemed to
have satisfied its obligations described under this clause (c) in full.
(d) The Merger Agreement provides that the provisions described under
this section "Indemnification and Insurance" are intended for the benefit
of, and are enforceable by, all Indemnified Parties and their respective
heirs and personal representatives, and such persons will be entitled to
reimbursement by the Surviving Corporation of fees and expenses (including
reasonable attorneys' fees) incurred to enforce the terms described under
this section.
In the event Reuters or the Surviving Corporation or any of their
respective successors or assigns (i) consolidates with or merges into any other
person and is not the continuing or surviving corporation or entity of such
consolidation or merger or (ii) transfers all or substantially all its
properties and assets to any person, then the obligations of Reuters or the
Surviving Corporation, as the case may be, that are described under this section
will survive such consolidation, merger or transfer, and, in each such case, to
the extent necessary, proper provision must be made so that the successors and
assigns of Reuters or the Surviving Corporation, as the case may be, must assume
the obligations described under this section. Reuters will be responsible for
any breach by the Surviving Corporation of the provisions described under this
section. Any Indemnified Party wishing to claim indemnification from the
Surviving Corporation (or Reuters in accordance with the terms described under
this section), upon learning of any such claim, action, suit, proceeding or
investigation, must promptly notify the Surviving Corporation or Reuters, as the
case may be, thereof, although the failure to give any such notice promptly will
not affect the respective rights and obligations of the parties described under
this section, unless that failure materially prejudices the Surviving
Corporation (and then only to the extent of that material prejudice). In the
event of any such claim, action, suit, proceeding or investigation (whether
arising before or after the Effective Time), (i) Purchaser or the Surviving
Corporation, as the case may be, will have the right to assume the defense
thereof and Purchaser or the Surviving Corporation, as the case may be, will not
be liable to such Indemnified Parties for any legal expenses of other counsel or
any other expenses subsequently incurred by such Indemnified Parties in
connection with the defense thereof unless counsel for the Indemnified Parties
reasonably advises the Indemnified Parties that there are issues that raise
conflicts of interest between Purchaser and the Indemnified Parties (or among
the Indemnified Parties) that make such assumption unadvisable, in which case
the Indemnified Parties may retain counsel, reasonably satisfactory to the
Surviving Corporation or Reuters, as the case may be, and Purchaser will pay the
reasonable legal expenses of such Indemnified Party or Parties (but in no event
shall
43
the Surviving Corporation be liable for the fees and expenses of more than one
counsel (other than local counsel) for the Indemnified Parties, or, in the event
of such a conflict of interest among the Indemnified Parties than for each such
conflicted Indemnified Party), (ii) the Indemnified Parties will cooperate in
the defense of any such matter and (iii) the Surviving Corporation or Reuters,
as the case may be, will not be liable for any settlement effected without its
prior written consent; provided, that the Surviving Corporation or Reuters, as
the case may be, will not have any obligation under the Merger Agreement to any
Indemnified Party when and if a court of competent jurisdiction ultimately
determines, and such determination becomes final, that the indemnification of
such Indemnified Party in the manner contemplated by the Merger Agreement is
prohibited by applicable law.
Treatment of Employee Benefits. From the Effective Time through the first
anniversary thereof, each United States-based employee of Multex will continue
to be provided with an annual base salary and employee benefits (other than
severance benefits, stock option or other plans involving the issuance of
securities) that in the aggregate are substantially comparable or better than
those provided to the employee before the Effective Time. Each United
States-based employee who is involuntarily terminated during this period without
cause will be provided with severance for each year of service from the
employee's most recent date of hire; provided, however, that in no event will
service that would not have been credited under a comparable plan of Multex be
counted.
From the Effective Time through the six-month anniversary thereof, each
non-United States-based employee of a foreign subsidiary of Multex will continue
to be provided with an annual base salary and employee benefits (other than
stock option or other plans involving the issuance of securities) that in the
aggregate are substantially comparable or better than those provided to the
non-United-States-based employees before the Effective Time.
In general, employees will be given credit for all service with Multex and
its subsidiaries for purposes of eligibility for participation and vesting under
all benefit plans, policies and arrangements of Reuters and its subsidiaries in
which the employee is eligible to participate, to the same extent that credit
was given by Multex's applicable employee benefit plan, policy or arrangement.
In addition, for each employee who becomes a participant in any welfare benefit
plan of Reuters or its subsidiary, any pre-existing medical condition
restrictions contained in that welfare benefit plan will be waived for that
employee and his or her eligible dependents.
The terms of the Multex.com, Inc. 1999 Employee Stock Purchase Plan (the
"ESPP") permit suspension of the plan following the close of a purchase interval
thereunder. Accordingly, the Merger Agreement provides that the plan will be
suspended as of the close of the current purchase interval, and it is expected
that this plan will be terminated upon consummation of the merger. Until the
plan is suspended, any outstanding elections to purchase shares of Multex Common
Stock under the ESPP will be honored, but no new purchase rights will be granted
and participation by any newly eligible employees under the plan will be
prohibited. The plan provides that the purchase price of shares of Multex Common
Stock for participants under the plan during any purchase interval will be 85%
of the lower of (i) the fair market value of shares of Multex Common Stock on
the participant's entry date into the offering period for that purchase interval
or (ii) the fair market value of shares of Multex Common Stock on the last day
of that purchase interval (or, if the Effective Time is before the end of the
current purchase interval, the fair market value of shares of Multex Common
Stock immediately before the Effective Time). Plan participants with outstanding
elections to purchase shares of Multex Common Stock in the current purchase
interval will likely acquire shares of Multex Common Stock for this purchase
interval at a significant discount from the Per Share Amount.
Composition of the Board of Directors. The directors of Multex at the
Effective Time will be the directors of the Surviving Corporation, each to hold
office from the Effective Time in accordance with the Certificate of
Incorporation and the Bylaws of the Surviving Corporation and until any removal
in accordance therewith or until his or her successor is duly elected and
qualified. If requested by Reuters, Multex will, promptly following the purchase
by Purchaser of shares of Multex Common Stock pursuant to the Offer, take all
actions necessary to cause persons designated by Reuters to become a majority of
the members of the Board of Directors of Multex. In furtherance thereof, Multex
will increase the size of the Board of Directors of
44
Multex, or secure the resignation of directors of Multex, or both, as is
necessary to permit Reuters' designees to be elected to the Board of Directors
of Multex; provided, however, that the parties will use their respective
reasonable best efforts to ensure that, prior to the Effective Time, the Board
of Directors of Multex will at all times have at least two members (the
"Independent Directors") who were members of the Special Committee on the date
of the Merger Agreement (each such individual, an "Independent Director"). At
such time, Multex, if so requested, will cause persons designated by Purchaser
to constitute a majority of each committee of the Board of Directors of Multex
(other than the audit committee and the Special Committee), and of each Board of
Directors of each Subsidiary of Multex and of each committee of each such Board
(in each case involving Subsidiaries of Multex to the extent of Multex's ability
to cause the election of such persons). If, however, there are in office fewer
than two Independent Directors for any reason, Multex's Board of Directors will
take all action necessary to cause a person designated by the remaining
Independent Directors to fill such vacancy, which person will be deemed to be an
Independent Director for all purposes of the Merger Agreement, or if no
Independent Directors then remain, the other directors of Multex then in office
will designate two persons to fill such vacancies who are not directors,
officers or employees or affiliates of Reuters or the Purchaser or any of their
respective Subsidiaries or affiliates and such persons will be deemed to be
Independent Directors for all purposes of the Merger Agreement. Following the
election or appointment of Reuters' designees as described in this section and
until the Effective Time, the approval of a majority of the Independent
Directors, if any, will be required to authorize any: (i) termination of the
Merger Agreement by Multex; (ii) amendment of the Merger Agreement; (iii)
extension by Multex of time for performance of any obligation or action under
the Merger Agreement by Reuters or the Purchaser; (iv) waiver by Multex of
compliance with any of the agreements or conditions contained in the Merger
Agreement; (v) consent by Multex under the Merger Agreement, or (vi) other
action of Multex under the Merger Agreement or in connection with the
transactions contemplated thereby. Multex's obligations to appoint designees to
the Board of Directors of Multex will be subject to Section 14(f) of the
Exchange Act and Rule 14f-1 promulgated thereunder. Multex will promptly take
all actions required pursuant to such Section and Rule in order to fulfill its
obligations described under this section (provided that Purchaser will have
provided to Multex on a timely basis and will be responsible for all information
required to be included in the Schedule 14D-9 with respect to such designees)
and will include in the Schedule 14D-9 such information as is required under
such Section and Schedule.
Covenants, Representations and Warranties. The Merger Agreement contains
certain other customary restrictions as to the conduct of Multex pending the
Merger. The Merger Agreement also contains certain representations and
warranties of each of the parties customary in transactions of this kind.
Appraisal Rights. Holders of shares of Multex Common Stock do not have
appraisal rights as a result of the Offer. However, if the Merger is
consummated, each holder of shares of Multex Common Stock who properly demands
and perfects appraisal rights and who has neither voted in favor of the Merger
nor consented thereto in writing will be entitled to an appraisal by the
Delaware Court of Chancery of the fair value of his or her shares of Multex
Common Stock, exclusive of any element of value arising from the accomplishment
or expectation of the Merger, together with a fair rate of interest, if any, to
be paid. In determining such fair value, the Court may consider all relevant
factors. The value so determined could be more or less than the consideration to
be paid in the Offer and the Merger. Any judicial determination of the fair
value could be based upon considerations other than or in addition to the market
value of the shares of Multex Common Stock, including, among other things, asset
values and earning capacity.
If any holder of shares of Multex Common Stock who demands appraisal under
Section 262 of the DGCL fails to perfect, or effectively withdraws or loses his
or her right to appraisal as provided in the DGCL, the shares of Multex Common
Stock of such stockholder will be converted into the Per Share Amount in
accordance with the Merger Agreement. A stockholder may withdraw his or her
demand for appraisal by delivery to Purchaser of a written withdrawal of his
demand for appraisal and a statement of acceptance of the Merger.
The foregoing discussion is not a complete statement of law pertaining to
appraisal rights under the DGCL and is qualified in its entirety by the full
text of Section 262 of the DGCL, which is set forth in Schedule B to this Offer
to Purchase and incorporated herein by reference.
45
Failure to follow the steps required by Section 262 of the DGCL for
perfecting appraisal rights may result in the loss of such rights.
THE TENDER AGREEMENT. THE FOLLOWING IS A SUMMARY OF CERTAIN PROVISIONS OF
THE TENDER AGREEMENT. THIS SUMMARY IS NOT A COMPLETE DESCRIPTION OF THE TERMS
AND CONDITIONS OF THE TENDER AGREEMENT AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO THE FULL TEXT OF THE TENDER AGREEMENT WHICH IS FILED WITH THE SEC
AS AN EXHIBIT TO THE SCHEDULE TO AND IS INCORPORATED IN THIS OFFER TO PURCHASE
BY REFERENCE.
Concurrently with the execution and delivery of the Merger Agreement,
Reuters and Purchaser entered into the Tender Agreement with Management.
Pursuant to the Tender Agreement, Management agreed to promptly, but in any
event no later than 15 business days following the commencement of the Offer,
tender (or cause the relevant record holder(s) to tender) into the Offer the
Tender Shares (1,209,908 shares of Multex Common Stock in the aggregate) and, to
the extent consistent with applicable law, not withdraw, or cause to be
withdrawn, any Tender Shares; provided, however, that (i) Management will not be
required for purposes of the Tender Agreement to exercise any unexercised
Options held by them and (ii) Management will not have any obligation to tender
their Tender Shares into the Offer if that tender would cause them to incur
liability under Section 16(b) of the Exchange Act.
The Tender Agreement also provides that Management will not (x) sell,
transfer, pledge, assign or otherwise dispose of, or enter into any contract,
option or other arrangement or understanding with respect to the sale, transfer,
pledge, assignment or other disposition of, their Tender Shares to any person
other than Purchaser or Purchaser's designees provided, however, that (1) the
restrictions described in this clause (x) will terminate on May 17, 2003, with
respect to Management (except Isaak Karaev) and (2) three months prior to the
expiration of any Option in accordance with its terms, any member of Management
who holds that Option may sell, transfer, pledge, assign or otherwise dispose
of, or enter into any contract, option or other arrangement or understanding
with respect to the sale, transfer, pledge, assignment or other disposition of,
any Tender Shares in connection with the exercise (cashless or otherwise) of
that Option in an amount that is sufficient to satisfy the payment of any
transaction costs and any tax liability incurred by such member of Management in
connection with such exercise; (y) enter into, or otherwise subject his Tender
Shares to, any voting arrangement, whether by proxy, voting agreement, voting
trust, power of attorney or otherwise, with respect to his Tender Shares; or (z)
take any other action that would in any way restrict, limit or interfere with
the performance of his obligations under the Tender Agreement or the
transactions contemplated by the Tender Agreement.
The Tender Agreement provides that if Management's Tender Shares have not
been previously accepted for payment and paid for by Purchaser pursuant to the
Offer, then Management will vote its Tender Shares, or will cause the record
holder(s) of its Tender Shares to vote their Tender Shares, at any meeting of
the stockholders of Multex, however called, or in any written consent in lieu
thereof, (i) in favor of the Merger and (ii) against any action or agreement
that would impede, interfere with, delay, postpone, discourage or adversely
affect the Merger or the Offer, including, but not limited to, any agreement or
arrangement related to a Takeover Proposal. Pursuant to the Tender Agreement,
Management has also granted to Purchaser, and to each officer of Reuters, an
irrevocable proxy to vote their Tender Shares in the manner discussed in this
paragraph.
Under the Tender Agreement, Management has waived, and agreed to prevent
the exercise of, any rights of appraisal or rights to dissent in connection with
the Merger that they may have with respect to their Tender Shares.
The Tender Agreement and the rights and obligations of the parties under
the Tender Agreement will terminate, and be of no further force or effect, on
the earliest to occur of (i) the Effective Time; (ii) the termination of the
Tender Agreement by written notice from Reuters to Management and (iii) the
termination of the Merger Agreement in accordance with its terms.
46
THE EMPLOYMENT AGREEMENT. THE FOLLOWING IS A SUMMARY OF CERTAIN PROVISIONS
OF THE EMPLOYMENT AGREEMENT (THE "EMPLOYMENT AGREEMENT"), DATED FEBRUARY 17,
2003, BETWEEN REUTERS AMERICA AND ISAAK KARAEV. THIS SUMMARY IS NOT A COMPLETE
DESCRIPTION OF THE TERMS AND CONDITIONS OF THE EMPLOYMENT AGREEMENT AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE FULL TEXT OF THE EMPLOYMENT
AGREEMENT WHICH IS FILED WITH THE SEC AS AN EXHIBIT TO THE SCHEDULE TO AND IS
INCORPORATED IN THIS OFFER TO PURCHASE BY REFERENCE. THE SCHEDULE TO MAY BE
OBTAINED FROM REUTERS AT THE ADDRESS SET FORTH IN "THE TENDER OFFER -- CERTAIN
INFORMATION CONCERNING REUTERS AND PURCHASER" OR FROM THE SEC AS SET FORTH IN
"THE TENDER OFFER -- CERTAIN INFORMATION CONCERNING MULTEX." THE EMPLOYMENT
AGREEMENT MAY BE OBTAINED FROM REUTERS AT SUCH ADDRESS, OR FROM MULTEX AS SET
FORTH IN "THE TENDER OFFER -- CERTAIN INFORMATION CONCERNING MULTEX."
In the course of negotiating the Merger Agreement with Multex, after
discussing the principal financial concerns and other principal concerns, there
was discussion of the value of Mr. Karaev and the management team as important
assets to the success of Multex going forward. On February 17, 2003, as part of
Reuters' effort to retain the employment of Mr. Karaev after the completion of
the Merger, Reuters America executed the Employment Agreement with Mr. Karaev
containing terms and conditions that are comparable in the aggregate to
similarly situated executives of Reuters. Mr. Karaev's execution of the
Employment Agreement was and is in no way related to his decision to tender his
shares of Multex Common Stock in connection with the Offer or his decision as a
member of Multex's Board of Directors to recommend the Offer and the Merger.
Employment by Reuters America. Mr. Karaev will join Reuters America as
President of the Investment Banking and Brokerage segment of Reuters America.
Mr. Karaev's employment with Reuters America is for a period of two years
(unless earlier terminated) and contingent upon Reuters' acquisition of a
majority of the shares of Multex Common Stock.
Base Salary and Annual Bonus Opportunity. Mr. Karaev's base salary will be
$375,000, and his annual bonus opportunity will be 75% of his base salary.
Equity. If Mr. Karaev remains in the continuous employ of Reuters America
for the two year term of the employment agreement, he will be eligible to
receive 200,000 ordinary shares of Reuters.
Benefits. Mr. Karaev will be eligible to participate in or receive
benefits under Reuters America's various employee benefit plans.
Indemnity. For the period of his employment and thereafter, Reuters will
indemnify Mr. Karaev for any and all liabilities incurred by him while acting in
good faith in accordance with his duties and responsibilities as an officer or
employee of Reuters.
Non-Disclosure of Confidential Information. At all times during the period
of Mr. Karaev's employment with Reuters America and thereafter, Mr. Karaev will
hold all Reuters America "confidential information" in the strictest of
confidence and will not, without prior consent, disclose, divulge, reveal or
communicate to any person whomsoever, or use for any purpose other than for the
exclusive benefit of Reuters and its Subsidiaries and affiliates, any
confidential information whatsoever, whether contained in Mr. Karaev's memory or
embodied in writing, electronic or other form.
Non-Competition and Non-Solicitation of Customers or Employees. At all
times during the period of Mr. Karaev's employment with Reuters America and for
a period of another (a) 12 months if his employment ceases on or prior to his
first anniversary with Reuters America or (b) six months if his employment
ceases after his first anniversary with Reuters America, Mr. Karaev will not,
directly or indirectly, (i) own, manage, operate, control, be employed by,
participate in, or be connected with, in any manner, any business enterprise
listed on a schedule to the employment agreement or any entity created from,
divested from or merged with any of the scheduled business enterprises, (ii)
become a founder or a 10% or greater stockholder of a new company whose
principal business or businesses compete with any of Reuters' businesses, (iii)
solicit, seek to do business with, or interfere or damage any relationship with
any customer or client, former customer or
47
client or prospective customer or client of Reuters with whom Mr. Karaev comes
into contact or becomes aware of, or about whom Mr. Karaev obtained confidential
information, while employed by Reuters America or (iv) on behalf of himself or
another person, solicit, lure away, hire or encourage to resign any Reuters
employees with whom Mr. Karaev had contact or about whom Mr. Karaev became aware
or obtained confidential information while employed by Reuters America, or
assist or aid in any such activity.
Severance Benefits. If Mr. Karaev is terminated without "cause" by Reuters
America or he terminates his employment for "good reason", he will be entitled
to receive: (a) in a lump sum payment an amount equal to (i) any accrued but
unpaid salary for services rendered to the date of termination, (ii) any accrued
but unused vacation, (iii) in the case of termination without "cause", three
months notice of termination and, if such notice is not provided, salary for up
to three months in lieu of notice, (iv) severance equal to 48 weeks of base
salary and (v) his prorated annual bonus amount and (b) the 200,000 ordinary
shares of Reuters.
10. TRANSACTIONS AND ARRANGEMENTS CONCERNING MULTEX COMMON STOCK
Except for the Tender Shares as described in "-- Purpose of the Offer;
Plans for Multex," and except as set forth in "-- Background of the Offer;
Contacts with Multex" and "-- Purpose of the Offer; Plans for Multex," neither
Reuters nor Purchaser, nor, to the best of their knowledge, any of the persons
listed in Schedule A hereto nor any associate or majority-owned subsidiary of
any of the foregoing, beneficially owns or has a right to acquire any shares of
Multex Common Stock or has engaged in any transactions in shares of Multex
Common Stock in the past 60 days. None of Reuters, Purchaser, Reuters America
Holdings, Reuters International, Reuters Overseas, Reuters UK, Reuters Limited,
Reuters Holdings and Reuters Investments has purchased any shares of Multex
Common Stock during the past two years.
48
THE TENDER OFFER
THIS OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN
IMPORTANT INFORMATION WHICH SHOULD BE READ IN THEIR ENTIRETY BEFORE ANY DECISION
IS MADE WITH RESPECT TO THE OFFER.
1. TERMS OF THE OFFER
Upon the terms and subject to the satisfaction or, to the extent permitted
by the Merger Agreement, waiver of the conditions set forth in the Offer
(including the terms and conditions set forth in Section 13 and, if the Offer is
extended or amended, the terms and conditions of such extension or amendment
(the "Offer Conditions")) as of the final Expiration Date (as defined below),
Purchaser will accept for payment and pay for all shares of Multex Common Stock
duly tendered and not withdrawn as permitted by Section 4. The term "Expiration
Date" means 12:00 midnight, New York City time, on Tuesday, March 25, 2003,
unless and until Purchaser shall have extended the period for which the Offer is
open, in which event the term "Expiration Date" shall mean the latest time and
date on which the Offer, as so extended by Purchaser, shall expire. The period
from the date hereof until 12:00 midnight, New York City time, on Tuesday, March
25, 2003, as such period might be extended is referred to as the "Offering
Period."
Purchaser may elect, in its sole discretion, to provide a subsequent
offering period of three to 20 business days (the "Subsequent Offering Period")
following its acceptance for payment of shares of Multex Common Stock in the
Offer. For purposes of the Offer, a "business day" means any day other than a
Saturday, Sunday or United States federal holiday and consists of the time
period from 12:01 a.m. through 12:00 midnight, New York City time. A Subsequent
Offering Period, if one is provided, is not an extension of the Offering Period.
A Subsequent Offering Period would be an additional period of time, immediately
following the expiration of the Offering Period, in which stockholders would be
able to tender shares of Multex Common Stock not tendered during the Offering
Period. If Purchaser decides to provide a Subsequent Offering Period, Purchaser
will make an announcement to that effect and indicating the approximate number
and percentage of shares of Multex Common Stock deposited as of the expiration
of the Offering Period by issuing a press release no later than 9:00 a.m., New
York City time, on the next business day following the expiration of the
Offering Period, will immediately begin the Subsequent Offering Period and will
immediately accept and promptly pay for all the shares of Multex Common Stock
tendered during the Offering Period. All Offer Conditions must be satisfied or
waived prior to the commencement of any Subsequent Offering Period.
Subject to the terms of the Merger Agreement (see "SPECIAL FACTORS -- The
Merger Agreement; The Tender Agreement and The Employment Agreement") and
applicable rules and regulations of the SEC, Purchaser might have to extend the
Offering Period by giving oral or written notice of such extension to the
Depositary. During any such extension of the Offering Period, all shares of
Multex Common Stock previously tendered and not withdrawn will remain subject to
the Offer, subject to the right of a tendering stockholder to withdraw such
stockholder's shares of Multex Common Stock. See "-- Right of Withdrawal."
Notwithstanding any other provision of the Offer, Purchaser shall not be
required to accept for payment or, subject to any applicable rules and
regulations of the SEC, including Rule 14e-1(c) promulgated under the Exchange
Act (relating to Purchaser's obligation to pay for or return tendered shares of
Multex Common Stock promptly after termination or withdrawal of the Offer), pay
for, or may delay the acceptance for payment of or payment for, any tendered
shares of Multex Common Stock (x) if the Minimum Condition is not satisfied, (y)
if the termination or expiration of any applicable waiting period under the HSR
Act, or the termination, expiration or other satisfaction of any other
comparable provisions under any applicable pre-merger notification laws or
regulations of foreign jurisdictions has not occurred or (z) if any of the other
events specified in Section 13 has occurred and is continuing. Pursuant to the
Merger Agreement, Purchaser also reserves the right to waive any condition to
the Offer or modify the terms of the Offer, except that, without the prior
written consent of Multex, Purchaser may not (i) waive the Minimum Condition,
(ii) reduce the number of shares of Multex Common Stock subject to the Offer,
(iii) reduce the price per share of Multex Common Stock to be paid pursuant to
the Offer, (iv) modify or add to the Offer Conditions or (v) change the form of
consideration payable in the Offer.
49
Purchaser shall be obligated (i) to extend the Offer from time to time if
at the Expiration Date any of the Offer Conditions are not satisfied, until the
Offer Conditions are satisfied (or, to the extent permitted under the Merger
Agreement, waived) and (ii) to extend the Offer for any period required by any
order, decree or rating of, or any rule, regulation, interpretation or position
of any court, arbitral tribunal, administrative agency or commission or other
governmental or regulatory authority or agency, domestic or foreign (a
"Governmental Entity") applicable to the Offer. Following the final Expiration
Date and consummation of the Offer, Purchaser may, in its sole discretion,
provide for a Subsequent Offering Period in accordance with Rule 14d-11 under
the Exchange Act. Upon the terms and subject to the satisfaction or, to the
extent permitted by the Merger Agreement, waiver of the conditions of the Offer
(including the Offer Conditions) as of the final Expiration Date, Purchaser will
accept for payment and pay for all shares of Multex Common Stock duly tendered
and not withdrawn promptly after the Expiration Date. If Purchaser elects to
provide a Subsequent Offering Period, it expressly reserves the right, in its
sole discretion, at any time or from time to time, to extend the Subsequent
Offering Period (not beyond a total of 20 business days) by giving oral or
written notice of such extension to the Depositary. If Purchaser accepts any
shares of Multex Common Stock for payment pursuant to the terms of the Offer, it
will accept for payment all shares of Multex Common Stock validly tendered and
not withdrawn during the Offering Period and, on the terms and subject to the
conditions of the Offer, including but not limited to the Offer Conditions, it
will promptly pay for all shares of Multex Common Stock so accepted for payment
and will immediately accept for payment and promptly pay for all shares of
Multex Common Stock as they are tendered in any Subsequent Offering Period.
Consistent with applicable rules and regulations of the SEC, Purchaser reserves
the right not to accept shares of Multex Common Stock for payment upon
expiration of the Offer if any condition to the Offer remains unsatisfied and
unwaived. Purchaser confirms that its reservation of the right to delay payment
for shares of Multex Common Stock which it has accepted for payment is limited
by Rule 14e-1(c) under the Exchange Act, which requires that a tender offeror
pay the consideration offered or return the tendered securities promptly after
the termination or withdrawal of a tender offer.
Any extension, delay, termination or amendment of the Offer will be
followed as promptly as practicable by public announcement thereof, such
announcement in the case of an extension to be issued no later than 9:00 a.m.,
New York City time, on the next business day after the previously scheduled
Expiration Date. Subject to applicable law (including Rules 14d-4(d), 14d-6(c)
and 14e-1 under the Exchange Act, which require that any material change in the
information published, sent or given to stockholders in connection with the
Offer be promptly disseminated to stockholders in a manner reasonably designed
to inform stockholders of such change) and without limiting the manner in which
Purchaser may choose to make any public announcement, Purchaser shall have no
obligation to publish, advertise or otherwise communicate any such public
announcement other than by issuing a press release or other announcement.
Purchaser confirms that if it makes a material change in the terms of the
Offer or the information concerning the Offer, or if it waives a material
condition of the Offer, Purchaser will extend the Offer to the extent required
by Rules 14d-4(d), 14d-6(c) and 14e-1 under the Exchange Act.
If, during the Offering Period, Purchaser shall decrease the percentage of
shares of Multex Common Stock being sought or increase or decrease the
consideration offered to holders of shares of Multex Common Stock, such increase
or decrease shall be applicable to all holders whose shares of Multex Common
Stock are accepted for payment pursuant to the Offer and, if at the time notice
of any increase or decrease is first published, sent or given to holders of
shares of Multex Common Stock, the Offer is scheduled to expire at any time
earlier than the tenth business day from and including the date that such notice
is first so published, sent or given, the Offer will be extended until the
expiration of such ten-business-day period.
Multex has provided Purchaser with Multex's stockholder lists and security
position listings for the purpose of disseminating the Offer to holders of the
shares of Multex Common Stock. This Offer to Purchase, the related Letter of
Transmittal and other relevant materials will be mailed by Purchaser to record
holders of shares of Multex Common Stock and will be furnished by Purchaser to
brokers, dealers, commercial banks, trust companies and similar persons whose
names, or the names of whose nominees, appear on the stockholder lists or, if
applicable, who are listed as participants in a clearing agency's security
position listing, for subsequent transmittal to beneficial owners of shares of
Multex Common Stock.
50
2. ACCEPTANCE FOR PAYMENT AND PAYMENT FOR SHARES OF MULTEX COMMON STOCK
Upon the terms and subject to the conditions of the Offer (including the
Offer Conditions and, if the Offer is extended or amended, the terms and
conditions of any such extension or amendment), Purchaser will accept for
payment, and will pay for, all shares of Multex Common Stock validly tendered
and not withdrawn promptly after the expiration of the Offering Period. If there
is a Subsequent Offering Period, all shares of Multex Common Stock validly
tendered and not withdrawn during the Offering Period will be immediately
accepted for payment and promptly paid for following the expiration thereof and
shares of Multex Common Stock validly tendered during a Subsequent Offering
Period will be immediately accepted for payment and paid for as they are
tendered. Subject to applicable rules of the SEC, Purchaser expressly reserves
the right to delay acceptance for payment of or payment for shares of Multex
Common Stock if any necessary governmental filings, authorizations, orders and
approvals described in "-- Certain Conditions of the Offer" and "-- Certain
Legal Matters" shall not have been obtained or made. See "-- Certain Conditions
of the Offer" and "-- Certain Legal Matters." In all cases, payment for shares
of Multex Common Stock tendered and accepted for payment pursuant to the Offer
will be made only after timely receipt by the Depositary of (i) certificates for
such shares of Multex Common Stock (or a confirmation of a book-entry transfer
of such shares of Multex Common Stock (a "Book-Entry Confirmation") into the
Depositary's account at The Depository Trust Company (the "Book-Entry Transfer
Facility")), (ii) a properly completed and duly executed Letter of Transmittal
(or a manually signed facsimile thereof), (iii) any required signature
guarantees, or in the case of a book-entry transfer, an Agent's Message (as
defined in "Valid Tender" in "-- Procedure for Tendering Shares of Multex Common
Stocks and Warrants"), and (iv) any other required documents.
For purposes of the Offer, Purchaser will be deemed to have accepted for
payment shares of Multex Common Stock validly tendered and not withdrawn as, if
and when Purchaser gives oral or written notice to the Depositary of its
acceptance for payment of such shares of Multex Common Stock pursuant to the
Offer. Payment for shares of Multex Common Stock accepted for payment pursuant
to the Offer will be made by deposit of the purchase price therefor with the
Depositary, which will act as agent for the tendering stockholders for the
purpose of receiving payments from Purchaser and transmitting such payments to
the tendering stockholders.
UNDER NO CIRCUMSTANCES WILL INTEREST ON THE PER SHARE AMOUNT FOR SHARES OF
MULTEX COMMON STOCK BE PAID, REGARDLESS OF ANY EXTENSION OF THE OFFER OR OF ANY
DELAY IN MAKING SUCH PAYMENT.
If any tendered shares of Multex Common Stock are not accepted for payment
pursuant to the terms and conditions of the Offer for any reason, or if
certificates are submitted for more shares of Multex Common Stock than are
tendered, certificates for such unpurchased shares of Multex Common Stock will
be returned, without expense to the tendering stockholder (or, in the case of
shares of Multex Common Stock tendered by book-entry transfer of such shares of
Multex Common Stock into the Depositary's account at the Book-Entry Transfer
Facility pursuant to the procedures set forth in "-- Procedure for Tendering
Shares of Multex Common Stocks and Warrants," such shares of Multex Common Stock
will be credited to an account maintained with the Book-Entry Transfer
Facility), as soon as practicable after the expiration or termination of the
Offer.
Purchaser reserves the right to transfer or assign in whole or in part from
time to time to one or more direct or indirect subsidiaries of Reuters the right
to purchase all or any portion of the shares of Multex Common Stock tendered
pursuant to the Offer, but any such transfer or assignment will not relieve
Purchaser of its obligations under the Offer and will in no way prejudice the
rights of tendering stockholders to receive payment for shares of Multex Common
Stock validly tendered and accepted for payment pursuant to the Offer.
"Subsidiary" means, with respect to any party, any corporation or other
organization, whether incorporated or unincorporated, of which (i) such party or
any other subsidiary of such party is a general partner (excluding any
partnership, the general partnership interests of which held by such party or
any subsidiary of such party do not have a majority of the voting general
partnership interest in such partnership) or (ii) at least a majority of the
securities or other interests having by their terms ordinary voting power to
51
elect a majority of the Board of Directors or others performing similar
functions with respect to such corporation or other organization is directly or
indirectly owned or controlled by such party, by any one or more of its
subsidiaries, or by such party and one or more of its subsidiaries. References
to a wholly owned Subsidiary of an entity include a Subsidiary all the common
equity interests of which are owned directly or through wholly owned
Subsidiaries by such entity.
3. PROCEDURE FOR TENDERING SHARES OF MULTEX COMMON STOCK AND WARRANTS
VALID TENDER. To tender shares of Multex Common Stock pursuant to the
Offer (a) a properly completed and duly executed Letter of Transmittal (or a
manually signed facsimile thereof) in accordance with the instructions of the
Letter of Transmittal, with any required signature guarantees and any other
documents required by the Letter of Transmittal, must be received by the
Depositary prior to the Expiration Date at one of its addresses set forth on the
back cover of this Offer to Purchase and (i) certificates for the shares of
Multex Common Stock to be tendered must be received by the Depositary at one of
such addresses prior to the Expiration Date, (ii) such shares of Multex Common
Stock must be delivered pursuant to the procedures for book-entry transfer
described below (and the Book-Entry Confirmation of such delivery received by
the Depositary, including an Agent's Message (as defined below) if the tendering
stockholder has not delivered a Letter of Transmittal) prior to the Expiration
Date or (iii) such shares of Multex Common Stock must be delivered pursuant to
the procedures for delivery of Warrants described below or (b) the tendering
stockholder must comply with the guaranteed delivery procedures described below.
The term "Agent's Message" means a message transmitted by the Book-Entry
Transfer Facility to, and received by, the Depositary and forming a part of a
Book-Entry Confirmation, which states that the Book-Entry Transfer Facility has
received an express acknowledgment from the participant in the Book-Entry
Transfer Facility tendering the shares of Multex Common Stock which are the
subject of such Book-Entry Confirmation, that such participant has received and
agrees to be bound by the terms of the Letter of Transmittal and that Purchaser
may enforce such agreement against the participant.
BOOK-ENTRY DELIVERY. The Depositary will establish accounts with respect
to the shares of Multex Common Stock at the Book-Entry Transfer Facility for
purposes of the Offer within two business days after the date of this Offer to
Purchase. Any financial institution that is a participant in the Book-Entry
Transfer Facility's systems may make book-entry transfer of shares of Multex
Common Stock by causing the Book-Entry Transfer Facility to transfer such shares
of Multex Common Stock into the Depositary's account in accordance with the
Book-Entry Transfer Facility's procedures for such transfer. However, although
delivery of shares of Multex Common Stock may be effected through book-entry
transfer, either the Letter of Transmittal (or a manually signed facsimile
thereof), properly completed and duly executed, together with any required
signature guarantees, or an Agent's Message in lieu of the Letter of
Transmittal, and any other required documents, must, in any case, be transmitted
to and received by the Depositary at one of its addresses set forth on the back
cover of this Offer to Purchase by the Expiration Date, or the tendering
stockholder must comply with the guaranteed delivery procedures described below.
The confirmation of a book-entry transfer of shares of Multex Common Stock into
the Depositary's account at a Book-Entry Transfer Facility as described above is
referred to in this Offer to Purchase as a "Book-Entry Confirmation." DELIVERY
OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH SUCH
BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE
DEPOSITARY.
TENDER OF SHARES OF MULTEX COMMON STOCK THROUGH DELIVERY OF WARRANTS. As a
convenience to holders of Warrants to purchase shares of Multex Common Stock,
such holders may tender the shares of Multex Common Stock for which their
Warrants are exercisable through the delivery of certificates representing the
Warrants duly completed for exercise assigning all shares of Multex Common Stock
issuable thereunder to Purchaser, directing that an amount equal to the
aggregate exercise price of the Warrants be paid from such holders' sales
proceeds to Multex and following such other procedures as are set forth in the
Letter of Transmittal. To tender shares of Multex Common Stock through the
delivery of certificates representing Warrants pursuant to the Offer, (a) a
properly completed and duly executed Letter of Transmittal (or a manually signed
facsimile thereof) in accordance with the instructions of the Letter of
Transmittal, including authorization to exercise the Warrants delivered (as if
the cash exercise price for the Warrants had been paid)
52
and to deduct the aggregate exercise price of such Warrants from the aggregate
amount payable in respect of the shares of Multex Common Stock for which such
Warrants are exercisable and pay such amount to Multex, together with any
required signature guarantees, and any other documents required by the Letter of
Transmittal, (b) certificates for the Warrants and (c) a completed form of the
Subscription Form (in the form attached to each Warrant as Exhibit A) for each
Warrant so delivered, executed by the holder of such Warrant and directing that
shares of Multex Common Stock issued on exercise be registered in the name of
Purchaser must all be received by the Depositary prior to the Expiration Date at
one of its addresses listed on the back cover of this Offer to Purchase. Holders
of Warrants who wish to tender shares of Multex Common Stock pursuant to
procedures for book-entry transfer or guaranteed delivery procedures must first
exercise their Warrants for shares of Multex Common Stock. See Instruction 12 of
the Letter of Transmittal.
THE METHOD OF DELIVERY OF SHARES OF MULTEX COMMON STOCK, INCLUDING SHARES
OF MULTEX COMMON STOCK REPRESENTED BY WARRANTS, THE LETTER OF TRANSMITTAL AND
ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY TRANSFER
FACILITY, IS AT THE ELECTION AND RISK OF THE TENDERING STOCKHOLDER. THE DELIVERY
WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY (INCLUDING, IN
THE CASE OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION). IF DELIVERY IS
BY MAIL, IT IS RECOMMENDED THAT SUCH CERTIFICATES AND DOCUMENTS BE SENT BY
REGISTERED MAIL, PROPERLY INSURED, WITH RETURN RECEIPT REQUESTED. IN ALL CASES,
SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
SIGNATURE GUARANTEES. Except as otherwise provided below, all signatures
on a Letter of Transmittal must be guaranteed by a financial institution
(including most commercial banks, savings and loan associations and brokerage
houses) that is a participant in the Security Transfer Agents Medallion Program,
the New York Stock Exchange Medallion Signature Guarantee Program or the Stock
Exchange Medallion Program (each, an "Eligible Institution"). Signatures on a
Letter of Transmittal need not be guaranteed (a) if the Letter of Transmittal is
signed by the registered holders (which term, for purposes of this section,
includes any participant in the Book-Entry Transfer Facility's systems whose
name appears on a security position listing as the owner of the shares of Multex
Common Stock) of shares of Multex Common Stock tendered therewith and such
registered holder has not completed the "Special Payment Instructions" or the
"Special Delivery Instructions" on the Letter of Transmittal or (b) if such
shares of Multex Common Stock are tendered for the account of an Eligible
Institution. See Instructions 1 and 5 of the Letter of Transmittal. If the
certificates for shares of Multex Common Stock are registered in the name of a
person other than the signer of the Letter of Transmittal, or if payment is to
be made or certificates for shares of Multex Common Stock not tendered or not
accepted for payment are to be returned to a person other than the registered
holder of the certificates surrendered, then the tendered certificates must be
endorsed or accompanied by appropriate stock powers, in either case signed
exactly as the name or names of the registered holders or owners appear on the
certificates, with the signatures on the certificates or stock powers guaranteed
as described above. See Instructions 1 and 5 of the Letter of Transmittal.
GUARANTEED DELIVERY. A stockholder who desires to tender shares of Multex
Common Stock pursuant to the Offer and whose certificates for shares of Multex
Common Stock are not immediately available, or who cannot comply with the
procedure for book-entry transfer on a timely basis, or who cannot deliver all
required documents to the Depositary prior to the Expiration Date, may tender
such shares of Multex Common Stock by following all of the procedures set forth
below:
(i) such tender is made by or through an Eligible Institution;
(ii) a properly completed and duly executed Notice of Guaranteed
Delivery (or a manually signed facsimile thereof) is received by the
Depositary, as provided below, prior to the Expiration Date; and
(iii) the certificates for all tendered shares of Multex Common Stock,
in proper form for transfer (or a Book-Entry Confirmation with respect to
all such shares of Multex Common Stock), together with a properly completed
and duly executed Letter of Transmittal (or a manually signed facsimile
thereof), with any required signature guarantees (or, in the case of a
book-entry transfer, an Agent's Message in
53
lieu of the Letter of Transmittal), and any other documents required by the
Letter of Transmittal, are received by the Depositary within three trading
days after the date of execution of such Notice of Guaranteed Delivery. A
"trading day" is any day on which The Nasdaq Stock Market's National Market
is open for business.
The Notice of Guaranteed Delivery may be delivered by hand to the
Depositary or transmitted by telegram, telex, facsimile transmission or mail to
the Depositary and must include a guarantee by an Eligible Institution in the
form set forth in such Notice of Guaranteed Delivery.
OTHER REQUIREMENTS. Notwithstanding any other provision of this document,
payment for shares of Multex Common Stock accepted for payment pursuant to the
Offer will in all cases be made only after timely receipt by the Depositary of
(a) certificates evidencing (or a timely Book-Entry Confirmation with respect
to) such shares of Multex Common Stock, (b) a Letter of Transmittal (or a
manually signed facsimile thereof), properly completed and duly executed, with
any required signature guarantees (or, in the case of a book-entry transfer, an
Agent's Message in lieu of the Letter of Transmittal) and (c) any other
documents required by the Letter of Transmittal. Accordingly, tendering
stockholders may be paid at different times depending upon when certificates for
shares of Multex Common Stock or Book-Entry Confirmations with respect to shares
of Multex Common Stock are actually received by the Depositary.
UNDER NO CIRCUMSTANCES WILL INTEREST ON THE PER SHARE AMOUNT OF THE SHARES
OF MULTEX COMMON STOCK BE PAID BY PURCHASER, REGARDLESS OF ANY EXTENSION OF THE
OFFER OR ANY DELAY IN MAKING SUCH PAYMENT.
TENDER CONSTITUTES AN AGREEMENT. The valid tender of shares of Multex
Common Stock (including the tender of shares of Multex Common Stock through the
delivery of Warrants) pursuant to one of the procedures described above will
constitute a binding agreement between the tendering stockholder and Purchaser
upon the terms and subject to the conditions of the Offer.
APPOINTMENT. By executing a Letter of Transmittal as set forth above, the
tendering stockholder irrevocably appoints Purchaser, its officers and its
designees, and each of them, as such stockholder's attorneys-in-fact and
proxies, each with full power of substitution, to the full extent of such
stockholder's rights with respect to the shares of Multex Common Stock tendered
by such stockholder and accepted for payment by Purchaser and with respect to
any and all dividends, distributions, rights, other shares of Multex Common
Stock or other securities issued or issuable in respect of such shares of Multex
Common Stock on or after February 18, 2003 (collectively, "Distributions"). All
such proxies will be considered coupled with an interest in the tendered shares
of Multex Common Stock. Such appointment will be effective when, and only to the
extent that, Purchaser deposits the payment for such shares of Multex Common
Stock with the Depositary. All such powers of attorney and proxies will be
irrevocable and will be deemed granted in consideration of the acceptance for
payment by Purchaser of the shares of Multex Common Stock tendered in accordance
with the terms of the Offer. Upon the effectiveness of such appointment, without
further action, all prior powers of attorney, proxies and consents given by such
stockholder with respect to the tendered shares of Multex Common Stock will be
revoked, and no subsequent powers of attorney, proxies, consents or revocations
may be given (and, if given, will not be deemed effective). Purchaser's
designees will, with respect to the shares of Multex Common Stock (and any and
all Distributions) for which the appointment is effective, be empowered to
exercise all voting and other rights of such stockholder as they, in their sole
discretion, may deem proper at any annual, special or adjourned meeting of the
stockholders of Multex, actions by written consent in lieu of any such meeting
or otherwise. Purchaser reserves the right to require that, in order for shares
of Multex Common Stock to be deemed validly tendered, immediately upon
Purchaser's acceptance for payment of such shares of Multex Common Stock,
Purchaser must be able to exercise full voting, consent and other rights with
respect to such shares of Multex Common Stock (and any Distributions).
DETERMINATION OF VALIDITY. All questions as to the validity, form,
eligibility (including time of receipt) and acceptance of any tender of shares
of Multex Common Stock will be determined by Purchaser in its sole discretion,
which determination will be final and binding. Purchaser reserves the absolute
right to reject any and all tenders determined by it not to be in proper form or
the acceptance for payment of or payment for which may, in the opinion of
Purchaser's counsel, be unlawful. Purchaser also reserves the absolute right to
waive any defect or irregularity in the tender of any shares of Multex Common
Stock of any particular
54
stockholder whether or not similar defects or irregularities are waived in the
case of other stockholders. No tender of shares of Multex Common Stock will be
deemed to have been validly made until all defects and irregularities relating
thereto have been cured or waived. None of Reuters, Purchaser, the Depositary,
the Information Agent, the Dealer Manager or any other person will be under any
duty to give notification of any defects or irregularities in tenders or incur
any liability for failure to give any such notification. Purchaser's
interpretation of the terms and conditions of the Offer (including the Letter of
Transmittal and Instructions thereto) will be final and binding.
BACKUP WITHHOLDING. See "SPECIAL FACTORS -- Certain Federal Income Tax
Consequences of the Offer."
4. RIGHTS OF WITHDRAWAL
Tenders of shares of Multex Common Stock made pursuant to the Offer are
irrevocable except that shares of Multex Common Stock tendered pursuant to the
Offer may be withdrawn at any time prior to the expiration of the Offering
Period and, unless theretofore accepted for payment by Purchaser pursuant to the
Offer, may also be withdrawn at any time after April 26, 2003. There will be no
withdrawal rights during any Subsequent Offering Period for shares of Multex
Common Stock tendered during the Subsequent Offering Period.
For a withdrawal to be effective, a written, telegraphic, telex or
facsimile transmission notice of withdrawal must be timely received by the
Depositary at one of its addresses set forth on the back cover of this Offer to
Purchase. Any such notice of withdrawal must specify the name of the person
having tendered the shares of Multex Common Stock to be withdrawn, the number of
shares of Multex Common Stock to be withdrawn and the names in which the
certificate(s) evidencing the shares of Multex Common Stock to be withdrawn are
registered, if different from that of the person who tendered such shares of
Multex Common Stock. The signature(s) on the notice of withdrawal must be
guaranteed by an Eligible Institution, unless such shares of Multex Common Stock
have been tendered for the account of an Eligible Institution. If shares of
Multex Common Stock have been tendered pursuant to the procedures for book-entry
tender as set forth in "-- Procedure for Tendering Shares of Multex Common Stock
and Warrants," any notice of withdrawal must specify the name and number of the
account at the Book-Entry Transfer Facility to be credited with the withdrawn
shares of Multex Common Stock. If certificates for shares of Multex Common Stock
to be withdrawn have been delivered or otherwise identified to the Depositary,
the name of the registered holder and the serial numbers of the particular
certificates evidencing the shares of Multex Common Stock to be withdrawn must
also be furnished to the Depositary as aforesaid prior to the physical release
of such certificates. All questions as to the form and validity (including time
of receipt) of any notice of withdrawal will be determined by Purchaser, in its
sole discretion, which determination shall be final and binding. None of
Reuters, Purchaser, the Dealer Manager, the Depositary, the Information Agent or
any other person will be under any duty to give notification of any defects or
irregularities in any notice of withdrawal or incur any liability for failure to
give such notification. Withdrawals of tendered shares of Multex Common Stock
may not be rescinded, and any shares of Multex Common Stock properly withdrawn
will be deemed not to have been validly tendered for purposes of the Offer.
However, withdrawn shares of Multex Common Stock may be re-tendered by following
one of the procedures described in "-- Procedure for Tendering Shares of Multex
Common Stock and Warrants" at any time prior to the Expiration Date.
If Purchaser extends the Offer, is delayed in its acceptance for payment of
shares of Multex Common Stock or is unable to accept for payment shares of
Multex Common Stock pursuant to the Offer, for any reason, then, without
prejudice to Purchaser's rights under this Offer, the Depositary may,
nevertheless, on behalf of Purchaser, retain tendered shares of Multex Common
Stock, and such shares of Multex Common Stock may not be withdrawn except to the
extent that tendering stockholders are entitled to withdrawal rights as set
forth in this "-- Rights of Withdrawal."
55
5. PRICE RANGE OF SHARES OF MULTEX COMMON STOCK
The shares of Multex Common Stock are quoted on Nasdaq under the symbol
"MLTX." The following table sets forth, for the calendar quarters indicated, the
high and low sales prices for the shares of Multex Common Stock on Nasdaq based
upon public sources:
<Table>
<Caption>
SALES PRICE
-----------------
HIGH LOW
------- -------
CALENDAR YEAR
2001:
First Quarter............................................. $22.375 $11.250
Second Quarter............................................ 17.750 12.000
Third Quarter............................................. 17.250 1.880
Fourth Quarter............................................ 7.050 2.000
2002:
First Quarter............................................. 6.470 3.750
Second Quarter............................................ 4.910 3.250
Third Quarter............................................. 3.950 2.900
Fourth Quarter............................................ 5.000 2.840
2003:
First Quarter (through February 25, 2003)................. 7.321 4.000
</Table>
On February 14, 2003, the last full trading day prior to the public
announcement of the terms of the Offer and the Merger, the reported closing
price on Nasdaq was $4.58 per share of Multex Common Stock. On February 25,
2003, the last full trading day prior to commencement of the Offer, the reported
closing price on Nasdaq was $7.29 per share of Multex Common Stock. To date,
Multex has never paid a dividend on the shares of Multex Common Stock.
STOCKHOLDERS ARE URGED TO OBTAIN A CURRENT MARKET QUOTATION FOR THE SHARES OF
MULTEX COMMON STOCK.
6. CERTAIN INFORMATION CONCERNING MULTEX
Multex was incorporated in Delaware in 1993 and became a public company on
March 17, 1999. Multex's principal executive offices are located at 100 William
Street, 7th Floor, New York, New York 10038 (telephone number (212) 607-2400).
Multex has described its business as follows:
Multex is a global provider of investment information and technology
solutions for the financial services industry. Multex's clients include
investment management firms, broker/dealers, investment banks, retail
brokerages, investor relations departments, corporate, consulting and legal
information centers, and individual investors. Multex's services enable timely
online access to a multitude of proprietary and partner content and tools,
delivered through its own channels and those of its partners.
Multex's content offering includes over 5,500,000 research reports on more
than 46,000 companies. These reports are published by over 850 investment banks,
brokerage firms and third-party research providers worldwide. It offers research
reports from all the top Institutional Investor-ranked United States, European,
Asian and Latin American brokerage firms, including Merrill Lynch, Morgan
Stanley, Goldman Sachs, and Salomon Smith Barney. Multex also provides access to
real-time earnings, revenue and other estimates on over 16,000 companies in over
60 countries worldwide, and corporate and financial information on more than
25,000 companies.
Through Multex's own websites and a number of strategic distribution
relationships, millions of users, including institutional investors and
financial professionals, brokers and their clients, corporate executives and
individual investors, are able to use its services. In providing investment
information, Multex's technology expertise is a key differentiator, allowing
Multex to become a leading provider of private-labeled Internet and intranet
information delivery solutions for its target markets. Multex has built complex,
highly effective
56
browser-based client solutions that aggregate and integrate information from
multiple sources. These solutions also provide precision searching capabilities,
and disseminate information to internal and/or external audiences based on
client-defined access and authentication rules in a highly secure environment.
Multex offers a full range of hosting solutions for these private-labeled
solutions, including 24-hour support and maintenance.
Set forth below is certain summary consolidated financial information for
Multex for the years ended December 31, 2001, and December 31, 2000, as
contained in Multex's Annual Report on Form 10-K (the "Form 10-K"), as well as
unaudited financial information for the year ended December 31, 2002, as
contained in Multex's press release dated January 30, 2003. More comprehensive
financial information is included in such reports (including management's
discussion and analysis of financial condition and results of operation) and
press release and other documents filed by Multex with the SEC, and the
following summary is qualified in its entirety by reference to such reports and
other documents and all of the financial information and notes contained
therein. Copies of such reports and other documents may be examined at or
obtained from the SEC in the manner set forth below. See "Available Information"
below.
MULTEX.COM, INC.
SELECTED CONSOLIDATED FINANCIAL INFORMATION
(IN THOUSANDS)
<Table>
<Caption>
YEAR ENDED YEARS ENDED DECEMBER 31,
DECEMBER 31, ------------------------
2002 2001 2000
------------ ---------- ----------
(UNAUDITED) (AUDITED)
STATEMENT OF OPERATIONS
Net revenues..................................... $ 92,378 $ 93,700 $ 85,942
Gross profit..................................... 68,766 68,526 68,103
Loss from operations............................. (7,522) (42,717) (4,226)
Net loss......................................... (7,412) (42,735) (1,195)
BALANCE SHEET DATA
Total current assets............................. $ 68,717 $ 64,274 $ 79,769
Total assets..................................... 134,950 134,886 174,521
Total current liabilities........................ 20,775 17,369 25,190
Total long term liabilities...................... 5,256 3,251 3,206
Total stockholders' equity....................... 108,919 114,266 146,125
Total liabilities and stockholders' equity....... 134,950 134,886 174,521
</Table>
COMPARATIVE PER SHARE DATA
The following table sets forth certain historical per share data for
Multex. Basic and diluted earnings per share of Multex Common Stock and book
value is presented for the years ended December 31, 2002, 2001 and 2000.
<Table>
<Caption>
YEARS ENDED
YEAR ENDED DECEMBER 31,
DECEMBER 31, ---------------
2002 2001 2000
------------ ------ ------
(UNAUDITED) (AUDITED)
Basic and diluted net loss per share of Multex Common
Stock................................................ $(0.23) $(1.33) $(0.04)
Book value per share of Multex Common Stock............ $ 3.36 $ 3.51 $ 4.60
</Table>
Book value per share is not a term defined by generally accepted accounting
principles. Book value per share is calculated by dividing stockholders' equity
by the weighted average of shares of common stock outstanding.
57
Multex historically has not reported a ratio of earnings to fixed charges.
Except as otherwise set forth in this Offer to Purchase, the information
concerning Multex contained in this Offer to Purchase has been taken from or
based upon publicly available documents and records on file with the SEC and
other public sources and is qualified in its entirety by reference thereto.
Although Reuters, Purchaser, the Information Agent and the Dealer Manager have
no knowledge that would indicate that any statements contained in this Offer to
Purchase based on such documents and records are untrue, Reuters, Purchaser, the
Information Agent and the Dealer Manager cannot take responsibility for the
accuracy or completeness of the information contained in such documents and
records, or for any failure by Multex to disclose events which may have occurred
or may affect the significance or accuracy of any such information but which are
unknown to Reuters, Purchaser, the Information Agent or the Dealer Manager.
CERTAIN MULTEX PROJECTIONS. In the course of the discussions between
Reuters and Multex, Multex provided Reuters with certain financial information
and projections prepared by Multex that are not available publicly. These
projections are referred to in this Offer to Purchase as the "Multex Forecasts."
The Multex Forecasts included summarized 2003 operating budget information (the
"2003 Multex Budget Information") that was consistent with public guidance
provided by Multex in an analysts' and earnings call conducted January 30, 2003.
The 2003 Multex Budget Information included: (1) estimated 2003 revenues of
$99,200,000, (2) estimated 2003 EBITDA of $16,000,000 and (3) estimated 2003 net
loss of $3,700,000.
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS. Certain
matters discussed herein, including, without limitation, the 2003 Multex Budget
Information set forth above, are forward-looking statements that involve risks
and uncertainties. The 2003 Multex Budget Information is included by Purchaser
in this Offer to Purchase solely because such information was provided to
Reuters during the course of its evaluation of Multex. Other than the 2003
Multex Budget Information, Reuters and Purchaser did not rely on or use the
Multex Forecasts in their valuation of Multex. Multex has advised Purchaser that
(i) it does not, as a matter of course, make public forecasts as to future
revenues or profits, (ii) the foregoing projections were based on estimates and
assumptions that are inherently subject to significant economic and competitive
uncertainties, all of which are difficult to predict and many of which are
beyond Multex's control and (iii) there can be no assurance that the projected
results can be realized or that actual results will not be materially higher or
lower than those projected. Multex has made no representations to Reuters or
Purchaser regarding such information and Multex does not assume any
responsibility for the achievement of the Multex Forecasts. None of Reuters,
Purchaser, the Dealer Manager, the Information Agent or any of their respective
representatives assumes any responsibility for the validity, reasonableness,
accuracy or completion of the Multex Forecasts. None of Reuters, Purchaser or
Multex anticipates that it will, and each of Reuters, Purchaser and Multex
disclaims any obligation to, furnish updated forecasts or projections to any
person, cause such information to be included in documents required to be filed
with the SEC or otherwise make such information public (irrespective in any such
case of whether the Multex Forecasts, in light of events or developments
occurring after the time at which they were originally prepared, shall have
ceased to have a reasonable basis).
AVAILABLE INFORMATION. Multex is subject to the information and reporting
requirements of the Exchange Act and in accordance therewith is obligated to
file reports and other information with the SEC relating to its business,
financial condition and other matters. Information, as of particular dates,
concerning Multex's directors and officers, their remuneration, stock options
granted to them, the principal holders of Multex's securities, any material
interests of such persons in transactions with Multex and other matters is
required to be disclosed in proxy statements distributed to Multex's
stockholders and filed with the SEC. Such reports, proxy statements and other
information should be available for inspection at the public reference room at
the SEC's offices at 450 Fifth Street, N.W., Washington, D.C. 20549. Copies may
be obtained, by mail, upon payment of the SEC's customary charges, by writing to
its principal office at 450 Fifth Street, N.W., Washington, D.C. 20549 and can
be obtained electronically on the SEC's website at http://www.sec.gov.
58
7. CERTAIN INFORMATION CONCERNING REUTERS AND PURCHASER
Reuters is a public limited company organized under the laws of England and
Wales with principal executive offices located at 85 Fleet Street, 7th Floor,
London, EC4P 4AJ, England. Its telephone number at that address is
011-44-207-250-1122. Reuters, the global information company, provides
indispensable information tailored for professionals in the financial services,
media and corporate markets. Reuters' information is trusted and drives decision
making across the globe based on our reputation for speed, accuracy and
independence. Reuters has staff in 94 countries, including editorial staff in
197 bureaus serving approximately 130 countries, making Reuters the largest
international multimedia news agency. In 2002, Reuters had revenues of L3.6
billion ($5.8 billion calculated as December 31, 2002).
Purchaser is a Delaware corporation with principal executive offices
located at c/o Reuters America Inc., 3 Times Square -- 20th Floor, New York, New
York 10036. Its telephone number at that address is (646) 223-4200. To date,
Purchaser has engaged in no activities other than those incident to its
formation and the commencement of the Offer. All of the outstanding stock of
Purchaser is held indirectly by Reuters and directly by Reuters America Holdings
Inc. ("Reuters America Holdings"), a Delaware corporation with its principal
business office located at 153 Route de Thonon, 1245 Collonge-Bellerive, Geneva,
Switzerland. The following information is provided pursuant to the rules
promulgated under the Exchange Act. All of the outstanding stock of Reuters
America Holdings is held by Reuters International Holdings Sarl ("Reuters
International"), a Swiss company with its principal business office at 153 Route
de Thonon, 1245 Collonge-Bellerive, Geneva, Switzerland. All of the outstanding
stock of Reuters International is held by Reuters Overseas Holdings BV ("Reuters
Overseas"), a Netherlands company with its principal business office at
Drentestraat 11, Amsterdam 1083 HK, The Netherlands. Approximately 98% of the
outstanding stock of Reuters Overseas is held by Reuters Group Overseas Holdings
(UK) Limited ("Reuters UK"), an English company with its principal business
office at 85 Fleet Street, London EC4P 4AJ, England, and approximately 2% of the
outstanding stock of Reuters Overseas is held by Blaxmill (Five) Limited, an
English company with its principal business office at 85 Fleet Street, London
EC4P 4AJ, England. All of the outstanding stock of Reuters UK and Blaxmill
(Five) Limited is held by Reuters Limited ("Reuters Limited"), an English
company with its principal business office at 85 Fleet Street, London EC4P 4AJ,
England. All of the outstanding stock of Reuters Limited is held by Reuters
Holdings Limited ("Reuters Holdings"), an English company with its principal
business office at 85 Fleet Street, London EC4P 4AJ, England. Approximately 97%
of the outstanding stock of Reuters Holdings is held by Reuters Investments
Limited ("Reuters Investments"), an English company with its principal business
office at 85 Fleet Street, London EC4P 4AJ, England, and approximately 3% of the
outstanding stock of Reuters Holdings is held by Telfer Investments Australia
Pty Limited ("Telfer Investments"), an Australian company with its principal
business office at Level 30, St. Margaret Street, Sydney 2000, New South Wales,
Australia. All of the outstanding stock of Telfer Investments is held by Telfer
Pty Limited ("Telfer Pty"), an Australian company with its principal business
address at Level 30, St. Margaret Street, Sydney 2000, New South Wales,
Australia. Approximately 45% of the outstanding stock of Telfer Pty is held by
Reuters Group Nominees Limited, an English company with its principal business
office at 85 Fleet Street, London EC4P 4AJ, England, approximately 33% of the
outstanding stock of Telfer Pty is held by Alta Limited ("Alta") a Cook Islands
company with a principal business at Bermuda House, Tutakimoa Road, Rarotonga,
Cook Islands, and approximately 22% of the outstanding stock of Telfer Pty is
held by Reuters Nederland BV ("Reuters Nederland") a Dutch company with its
principal business office at Drentestraat 11, Amsterdam 1083 HK, The
Netherlands. Reuters Group Nominees Limited is a private company limited by
guarantee and without share capital. Approximately 31% of the outstanding stock
of Alta is held by Reuters Europe Middle East and Africa (Central Region)
Limited, a Guernsey company with its principal business office at 26 Cornet
Street, St. Peters Port, Guernsey, GY1 1LF, Channel Islands, and approximately
69% of the outstanding share capital of Alta is held by Reuters Nederland. All
the outstanding stock of Reuters Nederland and Reuters Europe Middle East and
Africa (Central Region) Limited is held by Reuters International. All of the
outstanding stock of Reuters Investments is held by Reuters. The principal
business of Reuters America Holdings, Reuters International, Reuters Overseas,
Reuters UK, Blaxmill (Five) Limited, Reuters Holdings, Reuters Investments,
Telfer Investments, Telfer Pty, Reuters Group Nominees, Alta, Reuters Nederland
and Reuters Europe Middle East and Africa (Central Region) Limited is to hold
shares of indirect subsidiaries of Reuters. The principal
59
business of Reuters Limited is to act as the principal worldwide operating
subsidiary of Reuters. Purchaser and Reuters have made no arrangements in
connection with the Offer to provide holders of shares of Multex Common Stock
access to their corporate files or to obtain counsel or appraisal services at
their expense.
OTHER INFORMATION REGARDING REUTERS AND PURCHASER. The name, citizenship,
business address, current principal occupation (including the name, business and
address of the organization in which such occupation is conducted) and material
positions held during the past five years (including the name of the
organization in which such occupation was conducted), of each of the directors
and executive officers of Reuters and Purchaser are set forth in Schedule A to
this Offer to Purchase. During the past five years, none of Reuters, Purchaser,
Reuters America Holdings, Reuters International, Reuters Overseas, Reuters UK,
Reuters Limited, Reuters Holdings, Reuters Investments or any of the persons
listed on Schedule A to this Offer to Purchase has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or has been a
party to any judicial or administrative proceeding (except for matters that were
dismissed without sanction or settlement) that resulted in a judgment, decree or
final order enjoining the person from future violations of, or prohibiting
activities subject to, United States federal or state securities laws, or a
finding of a violation of United States federal or state securities laws.
Except as described in "SPECIAL FACTORS -- Background of the Offer;
Contacts with Multex" and "SPECIAL FACTORS -- Purpose of the Offer; Plans for
Multex," there have been no negotiations, transactions or material contacts
during the past two years between Reuters or Purchaser, or, to the best of their
knowledge, any of the persons listed in Schedule A hereto, on the one hand, and
Multex or its affiliates, on the other hand, concerning a merger, consolidation
or acquisition, a tender offer or other acquisition of securities, an election
of directors, or a sale or other transfer of a material amount of assets nor, to
the best knowledge of Reuters and Purchaser, have there been any negotiations or
material contacts between subsidiaries, executive officers and directors. Except
as described in "SPECIAL FACTORS -- Background of the Offer; Contacts with
Multex" and "SPECIAL FACTORS -- Purpose of the Offer; Plans for Multex," none of
Reuters, Purchaser, Reuters America Holdings, Reuters International, Reuters
Overseas, Reuters UK, Reuters Limited, Reuters Holdings and Reuters Investments,
nor, to the best knowledge of Reuters and Purchaser, any of the persons listed
in Schedule A hereto, has had any transaction with Multex or any of its
executive officers, directors or affiliates that would require disclosure under
the rules and regulations of the SEC applicable to the Offer.
8. SOURCE AND AMOUNT OF FUNDS
Reuters and Purchaser estimate that the total amount of funds required to
purchase the maximum amount of securities sought in the Offer will be
approximately $237,908,688. This calculation is based on information regarding
the capitalization of Multex provided by Multex, assumes that all shares of
Multex Common Stock issued and outstanding, other than shares of Multex Common
Stock owned by Reuters, Purchaser or any of their respective affiliates, will be
tendered into the Offer and that all Options and Warrants with an exercise price
that is less than the Per Share Amount and which are or which will be
exercisable prior to the Expiration Date will be exercised prior to the
Expiration Date and the shares of Multex Common Stock received upon exercise of
such Options and Warrants will be tendered into the Offer and does not deduct
the total exercise price of all such Options and Warrants (based on information
provided by Multex, the total exercise price of all such Options and Warrants is
approximately $4,677,035). Collectively, Reuters and Purchaser currently have
sufficient cash resources available to consummate the Offer and the Merger.
9. CERTAIN CONDITIONS OF THE OFFER
Notwithstanding any other provision of the Offer, subject to any applicable
rules and regulations of the SEC, including Rule 14e-1(c) promulgated under the
Exchange Act (relating to Reuters' obligation to pay for or return tendered
shares of Multex Common Stock promptly after termination or withdrawal of the
Offer), Purchaser will not be required to accept for payment or pay for, or may
delay the acceptance for payment of or payment for, any tendered shares of
Multex Common Stock if (i) the Minimum Condition has not occurred, (ii) the
termination or expiration of any applicable waiting period under the HSR Act, or
the termination, expiration or other satisfaction of any other comparable
provisions under any applicable pre-
60
merger notification laws or regulations of foreign jurisdictions has not
occurred or (iii) on the relevant Expiration Date, any of the following events
have occurred and be continuing:
(a) (i) the representations and warranties of Multex contained in the
Merger Agreement that are qualified by, or contain exceptions relating to,
materiality, Company Material Adverse Effect (as defined below) or any
similar standard or qualification, were not true and correct in all
respects as of the date of the Merger Agreement, except to the extent
expressly made as of an earlier date, in which case as of such earlier
date, (ii) the representations and warranties of Multex that are not so
qualified or do not contain any such exceptions, were not true and correct
in all material respects as of the date of the Merger Agreement, except to
the extent expressly made as of an earlier date, in which case as of such
earlier date, or (iii) Multex will have breached or failed to perform in
any material respect any of its obligations under the Merger Agreement;
(b) except for the Agreed Representations (as defined below) and the
representations and warranties contained in Sections 4.6(a) and 4.6(b) of
the Merger Agreement, the representations and warranties of Multex that are
contained in the Merger Agreement (disregarding, for this purpose, all
exceptions in those representations and warranties relating to materiality,
Company Material Adverse Effect or any similar standard or qualification),
are not true and correct on either (as applicable) (i) the relevant
Expiration Date if a Condition Termination Date (as defined below) has not
previously occurred or (ii) on the Condition Termination Date, in each
case, as if made at and as of that date (except to the extent expressly
made as of an earlier date, in which case as of that earlier date), and, in
either such case, those inaccuracies have had or are reasonably likely to
have, whether individually or in the aggregate, a Company Material Adverse
Effect as of the relevant Expiration Date (in the case of clause (i) of
this condition) or as of the Condition Termination Date (in the case of
clause (ii) and which inaccuracies, in the case of clause (ii), will not
have been previously cured to the extent sufficient to satisfy this
condition by the relevant Expiration Date);
(c) (i) each of the Agreed Representations of Multex that are
contained in the Merger Agreement that are qualified by, or contain
exceptions relating to, materiality, Company Material Adverse Effect or any
similar standard or qualification, are not true and correct in all respects
as of the relevant Expiration Date, as if made on and as of that date
(except to the extent expressly made as of an earlier date, in which case
as of that earlier date), or (ii) each of the Agreed Representations of
Multex that are contained in the Merger Agreement that are not so qualified
or do not contain any such exceptions, are not true and correct in all
material respects as of the relevant Expiration Date, as if made on and as
of that date (except to the extent expressly made as of an earlier date, in
which case as of that earlier date);
(d) the representations and warranties contained in Sections 4.6(a)
and 4.6(b) of the Merger Agreement (disregarding, for this purpose, all
exceptions in those representations and warranties relating to materiality,
Company Material Adverse Effect or any similar standard or qualification),
are not true and correct on the relevant Expiration Date, as if made on and
as of that date (except to the extent expressly made as of an earlier date,
in which case as of that earlier date), and any such inaccuracy(ies) has
(have) had or is (are) reasonably likely to have, whether individually or
in the aggregate, a Company Material Adverse Effect as of the relevant
Expiration Date;
(e) there will have been instituted, pending or threatened in writing
any suit, claim, action, litigation, proceeding, investigation or other
application (an "Action") that has been brought by any Governmental Entity
which has a reasonable prospect of success: (i) challenging or seeking to,
or which is reasonably likely to, make illegal or otherwise directly or
indirectly restrain or prohibit the consummation of the transactions
contemplated by the Offer or the Merger; (ii) seeking to obtain any
material damages relating to the transactions contemplated by the Offer or
the Merger; (iii) seeking to prohibit, or impose any material limitations
on, Reuters' or Purchaser's ownership or operation of all or any material
portion of their or Multex's business, license or other assets (including
the business, license or other assets of their respective affiliates and
subsidiaries), or to compel Reuters or Purchaser to dispose of or hold
separate all or any material portion of Reuters' or Purchaser's or Multex's
business or assets (including the business or assets of their respective
affiliates and subsidiaries) as a result of the
61
transactions contemplated by the Offer or the Merger; (iv) seeking to
impose material limitations on the ability of Reuters or Purchaser
effectively to acquire or hold or to exercise full rights of ownership of
the shares of Multex Common Stock including, without limitation, the right
to vote the shares of Multex Common Stock purchased by them or their
affiliates on an equal basis with all other shares of Multex Common Stock
on all matters properly presented to the stockholders; or (v) seeking to
require divestiture by Reuters, Purchaser or any other affiliate of Reuters
of any shares of Multex Common Stock;
(f) any event, change or development will have occurred or been
discovered before (i) the relevant Expiration Date if a Condition
Termination Date has not previously occurred or (ii) the Condition
Termination Date, which, in either such case, on or before that date, has
had or is reasonably likely to have, individually or in the aggregate, a
Company Material Adverse Effect, and which Company Material Adverse Effect,
in the case of clause (ii), will not have been cured by the relevant
Expiration Date;
(g) any applicable law or regulation makes acceptance for payment of,
and payment for, the shares of Multex Common Stock pursuant to the Offer
illegal or otherwise prohibited;
(h) any judgment, injunction, order or decree of any court or
Governmental Authority having competent jurisdiction enjoins Purchaser from
accepting for payment of, and paying for, the shares of Multex Common Stock
pursuant to the Offer or Multex or Reuters from consummating the Merger is
entered; and
(i) the Merger Agreement will have been terminated by Multex or
Reuters or Purchaser in accordance with its terms, or Reuters or Purchaser
will have reached an agreement in writing with Multex providing for
termination of the Offer.
Without limiting the parties' respective rights and obligations under
Article VIII of the Merger Agreement (regarding termination of the Merger
Agreement and the effect of such termination), the Merger Agreement provides
that the above-described conditions are for the sole benefit of Reuters and
Purchaser and may be asserted by Reuters or Purchaser regardless of the
circumstances (including any action or inaction by Reuters or Purchaser) giving
rise to such condition or may be waived by Reuters or Purchaser, by express and
specific action to that effect, in whole or in part at any time and from time to
time in its sole discretion, except that Reuters and Purchaser may not waive the
Minimum Condition without the prior written consent of Multex. The failure by
Reuters or Purchaser at any time to exercise any of the above-described rights
will not be deemed a waiver of any such right, the waiver of any such right with
respect to particular facts and circumstances will not be deemed a waiver with
respect to any other facts and circumstances and each such right will be deemed
an ongoing right that may be asserted at any time and from time to time.
Consistent with applicable rules and regulations of the SEC, Purchaser reserves
the right not to accept shares of Multex Common Stock for payment upon
expiration of the Offer if any condition to the Offer remains unsatisfied and
unwaived.
A "Company Material Adverse Effect" means a material adverse effect on the
business, assets, liabilities, operations, results of operations or condition
(financial or otherwise) of Multex and its subsidiaries taken as a whole, except
any such effect resulting from or arising in connection with (i)(A) the exercise
of any termination or other right by any third party to, or the loss of any
right of (or the imposition of any obligation on) Multex or any Subsidiary
under, any Contract listed on Section 4.4 of Multex Disclosure Schedule (and a
true and accurate copy of which has been made available by Multex to Reuters
before February 17, 2003), but only if and to the extent that the exercise or
loss of the foregoing right or the imposition of the foregoing obligation
actually resulted or potentially could result from the change of control of
Multex that would occur as a result of the consummation of the transactions
contemplated hereby or (B) any other expiration of the term, or other
termination by any third party, of any Contract listed on Multex Disclosure
Schedule in accordance with its terms, but only if and to the extent that there
is clear evidence that the failure to renew, or the decision to terminate, any
such Contract is primarily attributable to the transactions contemplated hereby,
(ii) changes, circumstances, or conditions affecting the financial services
industry or the information services industry generally, (iii) changes in
general United States or global economic, regulatory or political conditions or
in any financial market or in the financial markets generally, (iv) changes in
applicable law or regulation or in GAAP after the date of the Merger Agreement
or (v) any act of war or terrorism (other than any act of
62
terrorism directly upon or in the vicinity of the facilities, systems,
operations or general personnel of Multex and/or its Subsidiaries).
A "Condition Termination Date" means June 17, 2003, but only if, on June
17, 2003, any condition set forth in any of clause (ii), (iii)(e), (iii)(g) or
(iii)(h) described in this Section 13 has not been satisfied, other than such as
is primarily due to or primarily arising out of any act or omission for which
Multex or any of its affiliates are responsible.
"Agreed Representations" means the representations and warranties of Multex
that are contained in Sections 4.2, 4.3, 4.4(i), 4.4(iii), 4.7, 4.9(g), 4.13(b),
4.15, 4.16 and 4.20 of the Merger Agreement.
10. CERTAIN LEGAL MATTERS
GENERAL. Except as otherwise disclosed in this Offer to Purchase, based
upon an examination of publicly available filings with respect to Multex,
Reuters and Purchaser are not aware of any licenses or other regulatory permits
which appear to be material to the business of Multex and which might be
adversely affected by the acquisition of shares of Multex Common Stock by
Purchaser pursuant to the Offer or of any approval or other action by any
governmental, administrative or regulatory agency or authority which would be
required for the acquisition or ownership of shares of Multex Common Stock by
Purchaser pursuant to the Offer. Should any such approval or other action be
required, it is currently contemplated that such approval or action would be
sought or taken. There can be no assurance that any such approval or action, if
needed, would be obtained or, if obtained, that it will be obtained without
substantial conditions or that adverse consequences might not result to Multex's
or Reuters' business or that certain parts of Multex's or Reuters' business
might not have to be disposed of in the event that such approvals were not
obtained or such other actions were not taken, any of which could cause
Purchaser to elect to terminate the Offer without the purchase of the shares of
Multex Common Stock thereunder, if the relevant conditions to termination are
met. Purchaser's obligation under the Offer to accept for payment and pay for
shares of Multex Common Stock is subject to certain conditions. See "-- Certain
Conditions of the Offer."
ANTITRUST COMPLIANCE. Under the HSR Act and the rules that have been
promulgated thereunder by the Federal Trade Commission ("FTC"), certain
acquisition transactions may not be consummated unless certain information has
been furnished to the Antitrust Division of the Department of Justice (the
"Antitrust Division") and the FTC and certain waiting period requirements have
been satisfied. The acquisition of shares of Multex Common Stock by Purchaser
pursuant to the Offer is subject to these requirements. See "-- Acceptance for
Payment and Payment for Shares of Multex Common Stock" as to the effect of the
HSR Act on the timing of Purchaser's obligation to accept shares of Multex
Common Stock for payment.
Pursuant to the HSR Act, Reuters filed a Notification and Report Form with
respect to the acquisition of shares of Multex Common Stock pursuant to the
Offer and the Merger with the Antitrust Division and the FTC on February 24,
2003. Under the provisions of the HSR Act applicable to the purchase of shares
of Multex Common Stock pursuant to the Offer, such purchases may not be made
until the expiration of a 15-calendar-day waiting period following the filing by
Reuters. Accordingly, the waiting period under the HSR Act will expire at 11:59
p.m., New York City time, on March 11, 2003, unless early termination of the
waiting period is granted or Reuters receives a request for additional
information or documentary material prior thereto. Pursuant to the HSR Act,
Reuters has requested early termination of the waiting period applicable to the
Offer. There can be no assurances given, however, that the 15-calendar-day HSR
Act waiting period will be terminated early. If either the FTC or the Antitrust
Division were to request additional information or documentary material from
Reuters, the waiting period would expire at 11:59 p.m., New York City time, on
the tenth calendar day after the date of substantial compliance by Reuters with
such request unless the waiting period is sooner terminated by the FTC or the
Antitrust Division. Thereafter, the waiting period could be extended only by
agreement or by court order. See "-- Acceptance for Payment and Payment for
Shares of Multex Common Stock." Only one extension of such waiting period
pursuant to a request for additional information is authorized by the rules
promulgated under the HSR Act, except by agreement or by court order. Any such
extension of the waiting period will not give rise to any withdrawal rights not
otherwise provided for by applicable law. See "-- Rights of Withdrawal."
Although Multex is required to file certain
63
information and documentary material with the FTC and the Antitrust Division in
connection with the Offer, neither Multex's failure to make such filings nor a
request from the FTC or the Antitrust Division for additional information or
documentary material made to Multex will extend the waiting period.
The FTC and the Antitrust Division frequently scrutinize the legality under
the antitrust laws of transactions such as the proposed acquisition of shares of
Multex Common Stock by Purchaser pursuant to the Offer. At any time before or
after Purchaser's purchase of shares of Multex Common Stock, the Antitrust
Division or the FTC could take such action under the antitrust laws as it deems
necessary or desirable in the public interest, including seeking to enjoin the
acquisition of shares of Multex Common Stock pursuant to the Offer or seeking
divestiture of shares of Multex Common Stock acquired by Purchaser or the
divestiture of substantial assets of Reuters, Multex or any of their respective
subsidiaries. Private parties (including individual states of the United States)
may also bring legal action under the antitrust laws under certain
circumstances. There can be no assurance that a challenge to the Offer on
antitrust grounds will not be made or, if a challenge is made, what the result
will be. See "-- Certain Conditions of the Offer" for certain conditions to the
Offer that could become applicable in the event of such a challenge.
FOREIGN APPROVALS. Multex owns property or conducts business in various
foreign countries and jurisdictions. In connection with the acquisition of the
shares of Multex Common Stock pursuant to the Offer, the laws of certain of
those foreign countries and jurisdictions may require the filing of information
with, or the obtaining of the approval of, governmental authorities in such
countries and jurisdictions, including the Regulatory Approvals. The governments
in such countries and jurisdictions might attempt to impose additional
conditions on Multex's operations conducted in such countries and jurisdictions
as a result of the acquisition of the shares of Multex Common Stock pursuant to
the Offer. There can be no assurance that Reuters will be able to cause Multex
or its subsidiaries to satisfy or comply with such laws or that compliance or
non-compliance will not have a material adverse effect on the financial
condition, properties, business or results of operations of Multex and its
subsidiaries taken as a whole or impair Reuters, Purchaser, or Multex or any of
their respective affiliates, following consummation of the Offer or Merger, to
conduct any material business or operations in any jurisdiction where they are
now being conducted. See "-- Certain Conditions of the Offer."
OTHER FOREIGN FILINGS. Reuters and Multex each conduct operations in a
number of foreign countries, and filings may have to be made with foreign
governments under their pre-merger notification statutes. The filing
requirements of various nations are being analyzed by the parties, and, where
necessary, the parties intend to make such filings.
REASONABLE BEST EFFORTS. Pursuant to the Merger Agreement, each of the
parties thereto has agreed to use its reasonable best efforts to take, or cause
to be taken, all actions, and to do, or cause to be done, all things necessary,
proper or advisable under applicable laws and regulations to consummate and make
effective, in the most expeditious manner practicable, the Offer and the Merger,
including (i) obtaining all necessary actions or non-actions, waivers, consents
and approvals from Governmental Entities and the making of all necessary
registrations and filings (including filings with Governmental Entities) and the
taking of all reasonable steps as may be necessary to obtain an approval or
waiver from, or to avoid an action or proceeding by any Governmental Entity
(including those in connection with any governmental antitrust review), (ii)
obtaining all necessary consents, approvals or waivers from third parties, (iii)
defending any claims, investigations, actions, lawsuits or other legal
proceedings, whether judicial or administrative, challenging the Merger
Agreement or the consummation of the Offer and the Merger, including seeking to
have any stay or temporary restraining order entered by any court or other
Governmental Entity vacated or reversed and (iv) executing and delivering any
additional instruments necessary to consummate the Offer and the Merger. In
furtherance of the foregoing, in connection with the receipt of any necessary
approvals under the HSR Act or any other comparable laws of foreign
jurisdictions, Reuters, Multex and their respective Subsidiaries will be
required to take or commit to take any and all actions that may be required with
respect to Reuters or Multex or any of their respective Subsidiaries or any
portions thereof or any of the businesses, product lines, properties or assets
of Reuters or Multex or any of their respective Subsidiaries (including, but not
limited to, challenging, defending against and appealing any Action, injunction,
order or decree that may be taken or issued by or before any Governmental Entity
in connection with this Agreement or the transactions contemplated hereby),
64
unless in any such case any such action is reasonably likely to (i) have a
Company Material Adverse Effect (without giving effect to the exceptions (i)-(v)
thereof) or a material adverse effect on the business, assets, liabilities,
operations, results of operations or condition (financial or otherwise) of
Reuters and its subsidiaries, taken as a whole, (ii) require Reuters or any of
its Subsidiaries to divest or hold separate a material amount of the assets of
Reuters and its Subsidiaries, taken as a whole or (iii) have a material adverse
effect on the benefits expected to be realized by Reuters from the transaction.
STATE TAKEOVER LAWS. A number of states have adopted laws and regulations
applicable to offers to acquire securities of corporations which are
incorporated in such states or which have substantial assets, stockholders,
principal executive offices or principal places of business therein, or both. In
Edgar v. MITE Corporation, the Supreme Court of the United States held that the
Illinois Business Takeover Statute, which made the takeover of certain
corporations more difficult, imposed a substantial burden on interstate commerce
and was therefore unconstitutional. In CTS Corporation v. Dynamics Corporation
of America, the Supreme Court of the United States held that as a matter of
corporate law, and in particular, those laws concerning corporate governance, a
state may constitutionally disqualify an acquiror of "Control Shares" (ones
representing ownership in excess of certain voting power thresholds, e.g., 20%,
33% or 50%) of a corporation incorporated in its state and meeting certain other
jurisdictional requirements from exercising voting power with respect to those
shares without the approval of a majority of the disinterested stockholders.
Section 203 of the DGCL limits the ability of a Delaware corporation to
engage in business combinations with "interested stockholders" (defined
generally as any beneficial owner of 15% or more of the outstanding voting stock
of the corporation) unless, among other things, the corporation's board of
directors has given its prior approval to either the business combination or the
transaction which resulted in the stockholder becoming an "interested
stockholder." Multex's Board of Directors, at a meeting duly called and held and
acting on the recommendations of the Special Committee, has adopted resolutions
approving, among other things, (i) the acquisition of the shares of Multex
Common Stock by Purchaser pursuant to the Offer and the other transactions
contemplated by the Merger Agreement, including for purposes of Section 203 of
the DGCL and (ii) approving the execution and delivery of the Tender Agreement,
including for purposes of Section 203 of the DGCL. Therefore, Section 203 of the
DGCL is inapplicable to the Offer and the Merger.
Multex represented to Reuters and Purchaser that no state takeover statute
(including, without limitation, Section 203 of the DGCL), other than those with
which the Merger Agreement or the Tender Agreement complies, applies or purports
to apply to the Offer, the Merger, the Merger Agreement or the Tender Agreement,
or any of the transactions contemplated thereby. Neither Reuters nor Purchaser
has currently complied with any state takeover statute or regulation. Purchaser
reserves the right to challenge the applicability or validity of any state law
purportedly applicable to the Offer or the Merger and nothing in this Offer to
Purchase or any action taken in connection with the Offer or the Merger is
intended as a waiver of such right. If it is asserted that any state takeover
statute is applicable to the Offer or the Merger and if an appropriate court
does not determine that it is inapplicable or invalid as applied to the Offer or
the Merger, Purchaser might be required to file certain information with, or to
receive approvals from, the relevant state authorities, and Purchaser might be
unable to accept for payment or pay for shares of Multex Common Stock tendered
pursuant to the Offer, or be delayed in consummating the Offer or the Merger. In
such case, Purchaser may not be obliged to accept for payment or pay for any
shares of Multex Common Stock tendered pursuant to the Offer.
If it is asserted that one or more state takeover laws applies to the Offer
and it is not determined by an appropriate court that such act or acts do not
apply or are invalid as applied to the Offer, Purchaser might be required to
file certain information with, or receive approvals from, the relevant state
authorities. In addition, if enjoined, Purchaser might be unable to accept for
payment any shares of Multex Common Stock tendered pursuant to the Offer, or be
delayed in consummating the Offer. In such case, Purchaser may not be obligated
to accept for payment any shares of Multex Common Stock tendered. See "--Certain
Conditions of the Offer."
RULE 13E-3. Because Reuters and Purchaser might be deemed to be affiliates
of Multex, the transactions contemplated herein constitute a "going private"
transaction under Rule 13e-3 under the Exchange Act.
65
Rule 13e-3 requires, among other things, that certain financial information
concerning Multex and certain information relating to the fairness of the Offer
and the Merger and the consideration offered to minority stockholders be filed
with the SEC and disclosed to minority stockholders prior to consummation of the
Merger. Purchaser and Reuters have provided such information in this Offer to
Purchase.
11. FEES AND EXPENSES
J.P. Morgan Securities Inc. is acting as Dealer Manager in connection with
the Offer and JPMorgan plc has provided certain financial advisory services to
Reuters in connection with the Offer and the Merger, and together they are
referred to as JPMorgan. Pursuant to a letter agreement among Reuters and
JPMorgan, dated February 14, 2003, Reuters has agreed to pay JPMorgan a fee of
$1,750,000 for its services in connection with the Offer and the Merger, which
was payable in an initial installment payable upon public announcement of the
execution of a definitive agreement relating to the Offer and the Merger, with
the balance to be paid upon closing of the Offer and the Merger. JPMorgan will
not receive any additional compensation in connection with its role as Dealer
Manager. In addition, JPMorgan will be reimbursed for its reasonable
out-of-pocket expenses, including the fees and expenses of its counsel, incurred
in connection with the Offer and the Merger and its services as Dealer Manager.
Reuters has also agreed to indemnify JPMorgan and its affiliates against certain
liabilities and expenses in connection with the Offer and the Merger, including
under United States federal securities laws.
Purchaser has also retained MacKenzie Partners, Inc. to act as the
Information Agent in connection with the Offer. The Information Agent may
contact holders of shares of Multex Common Stock by mail, telephone, telex,
telegraph, other methods of electronic communications and personal interviews
and may request brokers, dealers, banks, trust companies and other nominee
stockholders to forward materials relating to the Offer to beneficial owners of
shares of Multex Common Stock. The Information Agent will receive customary and
reasonable compensation for such services, plus reimbursement of out-of-pocket
expenses and Purchaser will indemnify the Information Agent against certain
liabilities and expenses in connection with the Offer, including liabilities
under United States federal securities laws.
Purchaser will pay the Depositary customary and reasonable compensation for
its services in connection with the Offer, plus reimbursement for out-of-pocket
expenses, and will indemnify the Depositary against certain liabilities and
expenses in connection therewith, including liabilities under United States
federal securities laws. Brokers, dealers, commercial banks and trust companies
will be reimbursed by Purchaser for customary mailing and handling expenses
incurred by them in forwarding material to their customers.
In addition, Multex will incur its own fees and expenses in connection with
the Offer.
The following is an estimate of the fees and expenses to be incurred by
the Purchaser and Reuters:
<Table>
SEC filing fee.............................................. $ 19,275
Depositary fees and expenses................................ 8,000
Information agent fees and expenses......................... 125,000
Printing and mailing expenses............................... $ 100,000
Financial Advisor's Fees and Expenses....................... $1,950,000
Legal fees and expenses..................................... 800,000
Accounting fees and expenses................................ $ 500,000
Miscellaneous expenses...................................... 300,000
----------
Total....................................................... $3,802,275
==========
</Table>
12. MISCELLANEOUS
The Offer is not being made to (nor will tenders be accepted from or on
behalf of) holders of shares of Multex Common Stock in any jurisdiction in which
the making of the Offer or the acceptance thereof would not be in compliance
with the laws of such jurisdiction. However, Purchaser may, in its sole
discretion, take
66
such action as it may deem necessary to make the Offer in any such jurisdiction
and extend the Offer to holders of shares of Multex Common Stock in such
jurisdiction.
Neither Reuters nor Purchaser is aware of any jurisdiction in which the
making of the Offer or the acceptance of shares of Multex Common Stock in
connection therewith would not be in compliance with the laws of such
jurisdiction.
Reuters and Purchaser have filed with the SEC the Schedule TO pursuant to
Rule l4d-3 of the General Rules and Regulations under the Exchange Act,
furnishing certain additional information with respect to the Offer, and may
file amendments thereto. The Schedule TO and any amendments thereto, including
exhibits, may be examined and copies may be obtained from the principal office
of the SEC in Washington, D.C. and can be obtained electronically on the SEC's
website at http://www.sec.gov in the manner set forth in Section 8 and are
available from Reuters at the address set forth in "-- Certain Information
Concerning Reuters and Purchaser."
No person has been authorized to give any information or make any
representation on behalf of Reuters or Purchaser not contained in this Offer to
Purchase or in the Letter of Transmittal and, if given or made, such information
or representation must not be relied upon as having been authorized.
PROTON ACQUISITION CORPORATION
February 26, 2003
67
SCHEDULE A
INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE
OFFICERS OF REUTERS AND PURCHASER
The following tables set forth the name, business address, present
principal occupation, principal business and address of any corporation or other
organization in which the employment or occupation is conducted, and material
occupations, positions, offices or employment held within the past five years of
each director and executive officer of Reuters and Purchaser. Unless otherwise
specified, each person listed below is a citizen of the United Kingdom and has
his or her principal business address at 85 Fleet Street, 7th Floor, London,
EC4P 4AJ, England.
DIRECTORS AND EXECUTIVE OFFICERS OF REUTERS
<Table>
<Caption>
NAME, CITIZENSHIP PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT,
AND BUSINESS ADDRESS OFFICE(S) AT REUTERS MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS
- -------------------- -------------------- --------------------------------------------------
Sir Christopher Anthony Hogg Chairman of the Non-executive Chairman of GlaxoSmithKline plc
Board of Directors since May 2002 (non-executive director since 1993)
and a non-executive director of Air Liquide SA
since May 2000. Non-executive chairman of the
Royal National Theatre since 1995. Member of the
International Council of JPMorgan since 1988.
Former chairman of Allied Domecq PLC (1996-2002).
Thomas Henry Glocer Chief Executive and Became a director in 2000 and Chief Executive in
Director 2001. Former chief executive of the Reuters
(United States) Information division of Reuters (2000) and
president & senior company officer, Reuters
America (1998-2000). Appointed chief executive
officer, Reuters Latin America in 1997. Director
of Instinet and of the New York City Investment
Fund. Member of the International Advisory
Committee to the Monetary Authority of Singapore,
the Corporate Council of the Whitney Museum and of
the Leadership Champions Group (Education) of
Business in the Community.
Philip Nevill Green Chief Operating Became a director in 2000 and Chief Operating
Officer and Director Officer in 2001. Joined Reuters in September 1999
as chief executive of the Reuters Trading
Solutions division of Reuters. Former chief
operating officer, Europe and Africa, at DHL
International, based in Brussels. Non-executive
director of SKF AB and a director of Radianz
Limited and Tibco Software, Inc. Member of the
Advisory Board of the London Business School.
Trustee of The London Philharmonic Orchestra.
</Table>
A-1
<Table>
<Caption>
NAME, CITIZENSHIP PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT,
AND BUSINESS ADDRESS OFFICE(S) AT REUTERS MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS
- -------------------- -------------------- --------------------------------------------------
David John Grigson Finance Director and Became a director and Finance Director in 2000.
Director Joined Reuters in August 2000 from Emap plc where
he was group finance director and chairman of Emap
Digital. Formerly held senior finance roles in the
UK and US at Saatchi and Saatchi Plc (1984-1989).
Also a director of Instinet.
Sir John Anthony Craven Director Became a director in 1997. Non-executive Chairman
of Lonmin Plc since 1997. Non-executive director
(United Kingdom/Canada) of Fleming Family & Partners. Former non-executive
Third Floor director of Gleacher & Co. LLC, Rothmans
Cleveland House International BV, Ducati SpA and Societe Generale
33 King Street de Surveillance SA.
London SW1Y 6RJ
England
Niall FitzGerald KBE Director Became a director in 2003. Chairman and Chief
Executive Officer of Unilever PLC since 1996.
(Ireland) Former non-executive director of Merck, Ericsson,
Unilever PLC Bank of Ireland and Prudential plc.
Unilever House
Blackfriars
London EC4P 4BQ
England
Edward Richard Kozel Director Became a director in 2000. Managing Director of
Open Range Ventures LLC, a private venture capital
(United States) firm active in telecom, networking and internet
Open Range Ventures start-ups. Also a director of Yahoo! Inc. and
405 El Camino Real Narus Inc. Formerly, a director of Cisco Systems
Box 610 Inc. (2000-2001), where he worked from 1989-2000
Menlo Park, California 94025 in a number of roles, including chief technology
officer and senior vice president for business
development. Also a former director of Tibco
Software Inc. (2000-2001).
Roberto G. Mendoza Director Became a director in 1998. Chairman of Egg plc and
non-executive director of Prudential plc, Vitro SA
(United States) and The BOC Group PLC. Formerly vice-chairman and
Integrated Finance Limited director of JPMorgan (1990-2000) and managing
c/o Rhone Group director of Goldman Sachs & Co (2000). Joined
630 Fifth Avenue, Suite 2710 JPMorgan in 1967 with successive assignments in
New York, New York 10111 London and New York.
Richard Lake Olver Director Became a director in 1997. Deputy Group Chief
Executive of BP plc since January 2003 and Chief
BP plc Executive Officer of BP Exploration & Production
1 St James Square Division (1998-2002). A governor of New Hall
London SW1Y 4PD School.
England
</Table>
A-2
<Table>
<Caption>
NAME, CITIZENSHIP PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT,
AND BUSINESS ADDRESS OFFICE(S) AT REUTERS MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS
- -------------------- -------------------- --------------------------------------------------
Charles James Francis Sinclair Director Became a director in 1994. Group Chief Executive
of Daily Mail and General Trust plc since 1988.
Daily Mail and General Trust plc Director of Euromoney Institutional Investor PLC
Northcliffe House and Schroders plc.
2 Derry Street
London W8 5TTUK
England
Ian Charles Strachan Director Became a director in 2000. Chairman of Instinet
since January 2003. Non-executive director of
30 Bloomfield Terrace Transocean Inc., Johnson Matthey plc and Harsco
London SW1W 8PQ Corporation. Former deputy chairman of Invensys
England plc (1999-2000) and chief executive officer of BTR
plc (1996-1999).
Devin Wenig President -- Became a director and President -- Customer
Customer Segments Segments in February 2003. Was
(United States) and Director President -- Investment Banking & Brokerage
The Reuters Building Services from September 2001 to February 2003.
Three Times Square Held a number of senior management positions
New York, New York 10036 before being appointed President of the Reuters
Information division of Reuters in January 2001.
Also a director of Instinet, Multex.com, Inc. and
Nastech Pharmaceutical Company.
Graham Albutt President -- Business Became President -- Business Technology Group in
Technology Group 2001. Held various posts in central and frontline
The Reuters Building business functions for Reuters and in May 2001 was
Three Times Square additionally appointed as Business Integration
New York, New York 10036 Executive, developing the structure and business
model for the integration of the recently acquired
Bridge assets. Non-executive director of
Datamonitor PLC.
Christopher Hagman Managing Director -- Became Managing Director -- Europe, Middle East &
Europe, Middle East Africa in April 2001. Held various senior sales
(Sweden) & Africa and general business management positions for
153 Route De Thonon Reuters in Sweden, Netherlands and the UK.
Collonge-Bellerive 1245
Geneva
Switzerland
Alexander Hungate Chief Marketing Became Chief Marketing Officer and
Officer and President -- Focus Group Accounts in September
The Reuters Building President -- Focus 2001. From 1996 to 1998, he was executive vice
Three Times Square Group Accounts president of Reuters Marketing before being
New York, New York 10036 appointed co-chief operating officer, Reuters
America in 1999 and co-chief executive officer,
Reuters America in 2000. Director of British
America Business Inc.
Geert Linnebank Editor-in-Chief Became Editor-in-Chief in 2000, having held
various editorial roles. Director of Dow Jones
(The Netherlands) Reuters Business Interactive LLC (Factiva).
</Table>
A-3
<Table>
<Caption>
NAME, CITIZENSHIP PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT,
AND BUSINESS ADDRESS OFFICE(S) AT REUTERS MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS
- -------------------- -------------------- --------------------------------------------------
Stephen Mitchell Head of Risk Became General Counsel in 1998 and was appointed
Management and Head of Risk Management in 2001. Joined Reuters in
(Australia) General Counsel 1996 as Deputy General Counsel. Company Secretary
from 1998 to 1999.
Michael Sayers Chief Technology Became Chief Technology Officer in 1998. Part of
Officer Reuters London development group since 1977.
Director of Dow Jones Reuters Business Interactive
LLC (Factiva).
David Granger Ure Strategic Advisor to Became Strategic Advisor to the Board of Directors
the Board of in 2000. Non-executive Chairman of Radianz
Directors Limited. Former executive director of Reuters
(1989-2000) responsible for group technical
strategy and Reuters Trading Solutions Division.
From 1992 to 1998, he was responsible for group
marketing and technical policy. Non-executive
director of Multex Investor Japan Limited and
Multex Investor Europe Limited.
</Table>
DIRECTORS AND EXECUTIVE OFFICERS OF PURCHASER
<Table>
<Caption>
NAME, CITIZENSHIP PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT,
AND BUSINESS ADDRESS OFFICE(S) AT PURCHASER MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS
- -------------------- ---------------------- --------------------------------------------------
Christopher John Ahearn President and Director Became President -- Corporates & Media for Reuters
in 2002. In 2001, joined Reuters as Executive Vice
(United States) President. Was a Vice President at JPMorgan from
The Reuters Building 1995 to 2000, and Head of Corporate Development,
3 Times Square LabMorgan, 2000 to 2001. Director of Dow Jones
New York, New York 10036 Reuters Business Interactive LLC (Factiva) and
former director of Intralinks, Inc. (2001-2003).
Eric Bradford Lint Vice President and Executive Vice President -- Business Development,
Director Reuters America since 2002. From 2000 to 2002,
(United States) Eric was Senior Vice President -- Business
The Reuters Building Development, Reuters America, and from 1998 to
3 Times Square 2000 he was Vice President -- Corporate Staff
New York, New York 10036 Mergers and Acquisitions, ABB Ltd. Director of
Riskmetrics Group, Inc. (since 2003) and is a
former director of Mpower.com, Inc. (2001-2002).
</Table>
A-4
SCHEDULE B
SECTION 262 OF THE DELAWARE GENERAL CORPORATION LAW
APPRAISAL RIGHTS
262 APPRAISAL RIGHTS. (a) Any stockholder of a corporation of this State
who holds shares of stock on the date of the making of a demand pursuant to
subsection (d) of this section with respect to such shares, who continuously
holds such shares through the effective date of the merger or consolidation, who
has otherwise complied with subsection (d) of this section and who has neither
voted in favor of the merger or consolidation nor consented thereto in writing
pursuant to Section 228 of this title shall be entitled to an appraisal by the
Court of Chancery of the fair value of the stockholder's shares of stock under
the circumstances described in subsections (b) and (c) of this section. As used
in this section, the word "stockholder" means a holder of record of stock in a
stock corporation and also a member of record of a nonstock corporation; the
words "stock" and "share" mean and include what is ordinarily meant by those
words and also membership or membership interest of a member of a nonstock
corporation; and the words "depository receipt" mean a receipt or other
instrument issued by a depository representing an interest in one or more
shares, or fractions thereof, solely of stock of a corporation, which stock is
deposited with the depository.
(b) Appraisal rights shall be available for the shares of any class or
series of stock of a constituent corporation in a merger or consolidation to be
effected pursuant to Section 251 (other than a merger effected pursuant to
Section 251(g) of this title), Section 252, Section 254, Section 257, Section
258, Section 263 or Section 264 of this title:
(1) Provided, however, that no appraisal rights under this section
shall be available for the shares of any class or series of stock, which
stock, or depository receipts in respect thereof, at the record date fixed
to determine the stockholders entitled to receive notice of and to vote at
the meeting of stockholders to act upon the agreement of merger or
consolidation, were either (i) listed on a national securities exchange or
designated as a national market system security on an interdealer quotation
system by the National Association of Securities Dealers, Inc. or (ii) held
of record by more than 2,000 holders; and further provided that no
appraisal rights shall be available for any shares of stock of the
constituent corporation surviving a merger if the merger did not require
for its approval the vote of the stockholders of the surviving corporation
as provided in subsection (f) of Section 251 of this title.
(2) Notwithstanding paragraph (1) of this subsection, appraisal rights
under this section shall be available for the shares of any class or series
of stock of a constituent corporation if the holders thereof are required
by the terms of an agreement of merger or consolidation pursuant to
Sections 251, 252, 254, 257, 258, 263 and 264 of this title to accept for
such stock anything except:
a. Shares of stock of the corporation surviving or resulting from
such merger or consolidation, or depository receipts in respect thereof;
b. Shares of stock of any other corporation, or depository receipts
in respect thereof, which shares of stock (or depository receipts in
respect thereof) or depository receipts at the effective date of the
merger or consolidation will be either listed on a national securities
exchange or designated as a national market system security on an
interdealer quotation system by the National Association of Securities
Dealers, Inc. or held of record by more than 2,000 holders;
c. Cash in lieu of fractional shares or fractional depository
receipts described in the foregoing subparagraphs a. and b. of this
paragraph; or
d. Any combination of the shares of stock, depository receipts and
cash in lieu of fractional shares or fractional depository receipts
described in the foregoing subparagraphs a., b. and c. of this
paragraph.
B-1
(3) In the event all of the stock of a subsidiary Delaware corporation
party to a merger effected under Section 253 of this title is not owned by
the parent corporation immediately prior to the merger, appraisal rights
shall be available for the shares of the subsidiary Delaware corporation.
(c) Any corporation may provide in its certificate of incorporation that
appraisal rights under this section shall be available for the shares of any
class or series of its stock as a result of an amendment to its certificate of
incorporation, any merger or consolidation in which the corporation is a
constituent corporation or the sale of all or substantially all of the assets of
the corporation. If the certificate of incorporation contains such a provision,
the procedures of this section, including those set forth in subsections (d) and
(e) of this section, shall apply as nearly as is practicable.
(d) Appraisal rights shall be perfected as follows:
(1) If a proposed merger or consolidation for which appraisal rights
are provided under this section is to be submitted for approval at a
meeting of stockholders, the corporation, not less than 20 days prior to
the meeting, shall notify each of its stockholders who was such on the
record date for such meeting with respect to shares for which appraisal
rights are available pursuant to subsection (b) or (c) hereof that
appraisal rights are available for any or all of the shares of the
constituent corporations, and shall include in such notice a copy of this
section. Each stockholder electing to demand the appraisal of such
stockholder's shares shall deliver to the corporation, before the taking of
the vote on the merger or consolidation, a written demand for appraisal of
such stockholder's shares. Such demand will be sufficient if it reasonably
informs the corporation of the identity of the stockholder and that the
stockholder intends thereby to demand the appraisal of such stockholder's
shares. A proxy or vote against the merger or consolidation shall not
constitute such a demand. A stockholder electing to take such action must
do so by a separate written demand as herein provided. Within 10 days after
the effective date of such merger or consolidation, the surviving or
resulting corporation shall notify each stockholder of each constituent
corporation who has complied with this subsection and has not voted in
favor of or consented to the merger or consolidation of the date that the
merger or consolidation has become effective; or
(2) If the merger or consolidation was approved pursuant to section
228 or section 253 of this title, then, either a constituent corporation
before the effective date of the merger or consolidation, or the surviving
or resulting corporation within 10 days thereafter, shall notify each of
the holders of any class or series of stock of such constituent corporation
who are entitled to appraisal rights of the approval of the merger or
consolidation and that appraisal rights are available for any or all shares
of such class or series of stock of such constituent corporation, and shall
include in such notice a copy of this section. Such notice may, and, if
given on or after the effective date of the merger or consolidation, shall,
also notify such stockholders of the effective date of the merger or
consolidation. Any stockholder entitled to appraisal rights may, within 20
days after the date of mailing of such notice, demand in writing from the
surviving or resulting corporation the appraisal of such holder's shares.
Such demand will be sufficient if it reasonably informs the corporation of
the identity of the stockholder and that the stockholder intends thereby to
demand the appraisal of such holder's shares. If such notice did not notify
stockholders of the effective date of the merger or consolidation, either
(i) each such constituent corporation shall send a second notice before the
effective date of the merger or consolidation notifying each of the holders
of any class or series of stock of such constituent corporation that are
entitled to appraisal rights of the effective date of the merger or
consolidation or (ii) the surviving or resulting corporation shall send
such a second notice to all such holders on or within 10 days after such
effective date; provided, however, that if such second notice is sent more
than 20 days following the sending of the first notice, such second notice
need only be sent to each stockholder who is entitled to appraisal rights
and who has demanded appraisal of such holder's shares in accordance with
this subsection. An affidavit of the secretary or assistant secretary or of
the transfer agent of the corporation that is required to give either
notice that such notice has been given shall, in the absence of fraud, be
prima facie evidence of the facts stated therein. For purposes of
determining the stockholders entitled to receive either notice, each
constituent corporation may fix, in advance, a record date that shall be
not more than 10 days prior to the date the notice is given, provided, that
if the notice is given on or after the effective date of the merger or
consolidation, the record date shall
B-2
be such effective date. If no record date is fixed and the notice is given
prior to the effective date, the record date shall be the close of business
on the day next preceding the day on which the notice is given.
(e) Within 120 days after the effective date of the merger or
consolidation, the surviving or resulting corporation or any stockholder who has
complied with subsections (a) and (d) hereof and who is otherwise entitled to
appraisal rights, may file a petition in the Court of Chancery demanding a
determination of the value of the stock of all such stockholders.
Notwithstanding the foregoing, at any time within 60 days after the effective
date of the merger or consolidation, any stockholder shall have the right to
withdraw such stockholder's demand for appraisal and to accept the terms offered
upon the merger or consolidation. Within 120 days after the effective date of
the merger or consolidation, any stockholder who has complied with the
requirements of subsections (a) and (d) hereof, upon written request, shall be
entitled to receive from the corporation surviving the merger or resulting from
the consolidation a statement setting forth the aggregate number of shares not
voted in favor of the merger or consolidation and with respect to which demands
for appraisal have been received and the aggregate number of holders of such
shares. Such written statement shall be mailed to the stockholder within 10 days
after such stockholder's written request for such a statement is received by the
surviving or resulting corporation or within 10 days after expiration of the
period for delivery of demands for appraisal under subsection (d) hereof,
whichever is later.
(f) Upon the filing of any such petition by a stockholder, service of a
copy thereof shall be made upon the surviving or resulting corporation, which
shall within 20 days after such service file in the office of the Register in
Chancery in which the petition was filed a duly verified list containing the
names and addresses of all stockholders who have demanded payment for their
shares and with whom agreements as to the value of their shares have not been
reached by the surviving or resulting corporation. If the petition shall be
filed by the surviving or resulting corporation, the petition shall be
accompanied by such a duly verified list. The Register in Chancery, if so
ordered by the Court, shall give notice of the time and place fixed for the
hearing of such petition by registered or certified mail to the surviving or
resulting corporation and to the stockholders shown on the list at the addresses
therein stated. Such notice shall also be given by 1 or more publications at
least 1 week before the day of the hearing, in a newspaper of general
circulation published in the City of Wilmington, Delaware or such publication as
the Court deems advisable. The forms of the notices by mail and by publication
shall be approved by the Court, and the costs thereof shall be borne by the
surviving or resulting corporation.
(g) At the hearing on such petition, the Court shall determine the
stockholders who have complied with this section and who have become entitled to
appraisal rights. The Court may require the stockholders who have demanded an
appraisal for their shares and who hold stock represented by certificates to
submit their certificates of stock to the Register in Chancery for notation
thereon of the pendency of the appraisal proceedings; and if any stockholder
fails to comply with such direction, the Court may dismiss the proceedings as to
such stockholder.
(h) After determining the stockholders entitled to an appraisal, the Court
shall appraise the shares, determining their fair value exclusive of any element
of value arising from the accomplishment or expectation of the merger or
consolidation, together with a fair rate of interest, if any, to be paid upon
the amount determined to be the fair value. In determining such fair value, the
Court shall take into account all relevant factors. In determining the fair rate
of interest, the Court may consider all relevant factors, including the rate of
interest which the surviving or resulting corporation would have had to pay to
borrow money during the pendency of the proceeding. Upon application by the
surviving or resulting corporation or by any stockholder entitled to participate
in the appraisal proceeding, the Court may, in its discretion, permit discovery
or other pretrial proceedings and may proceed to trial upon the appraisal prior
to the final determination of the stockholder entitled to an appraisal. Any
stockholder whose name appears on the list filed by the surviving or resulting
corporation pursuant to subsection (f) of this section and who has submitted
such stockholder's certificates of stock to the Register in Chancery, if such is
required, may participate fully in all proceedings until it is finally
determined that such stockholder is not entitled to appraisal rights under this
section.
(i) The Court shall direct the payment of the fair value of the shares,
together with interest, if any, by the surviving or resulting corporation to the
stockholders entitled thereto. Interest may be simple or
B-3
compound, as the Court may direct. Payment shall be so made to each such
stockholder, in the case of holders of uncertificated stock forthwith, and the
case of holders of shares represented by certificates upon the surrender to the
corporation of the certificates representing such stock. The Court's decree may
be enforced as other decrees in the Court of Chancery may be enforced, whether
such surviving or resulting corporation be a corporation of this State or of any
state.
(j) The costs of the proceeding may be determined by the Court and taxed
upon the parties as the Court deems equitable in the circumstances. Upon
application of a stockholder, the Court may order all or a portion of the
expenses incurred by any stockholder in connection with the appraisal
proceeding, including, without limitation, reasonable attorney's fees and the
fees and expenses of experts, to be charged pro rata against the value of all
the shares entitled to an appraisal.
(k) From and after the effective date of the merger or consolidation, no
stockholder who has demanded appraisal rights as provided in subsection (d) of
this section shall be entitled to vote such stock for any purpose or to receive
payment of dividends or other distributions on the stock (except dividends or
other distributions payable to stockholders of record at a date which is prior
to the effective date of the merger or consolidation); provided, however, that
if no petition for an appraisal shall be filed within the time provided in
subsection (e) of this section, or if such stockholder shall deliver to the
surviving or resulting corporation a written withdrawal of such stockholder's
demand for an appraisal and an acceptance of the merger or consolidation, either
within 60 days after the effective date of the merger or consolidation as
provided in subsection (e) of this section or thereafter with the written
approval of the corporation, then the right of such stockholder to an appraisal
shall cease. Notwithstanding the foregoing, no appraisal proceeding in the Court
of Chancery shall be dismissed as to any stockholder without the approval of the
Court, and such approval may be conditioned upon such terms as the Court deems
just.
(1) The shares of the surviving or resulting corporation to which the
shares of such objecting stockholders would have been converted had they
assented to the merger or consolidation shall have the status of authorized and
unissued shares of the surviving or resulting corporation.
B-4
Facsimile copies of the Letter of Transmittal, properly executed and
clearly delivered will be accepted. The Letter of Transmittal, certificates for
the shares of Multex Common Stock and any other required documents should be
sent or delivered by each stockholder of Multex or such stockholder's
broker-dealer, commercial bank, trust company or other nominee to the Depositary
as follows:
The Depositary for the Offer is:
AMERICAN STOCK TRANSFER & TRUST COMPANY
<Table>
By Mail: By Overnight Courier: By Hand:
59 Maiden Lane 59 Maiden Lane 59 Maiden Lane
Plaza Level Plaza Level Plaza Level
New York, New York 10038 New York, New York 10038 New York, New York 10038
</Table>
By Facsimile Transmission (For Eligible Institutions Only):
(718) 234-5001
Confirm Receipt of Facsimile by Telephone Only:
(800) 937-5449
Questions and requests for assistance or for additional copies of this
Offer to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery
and other tender offer materials may be directed to the Information Agent or the
Dealer Manager at their respective telephone numbers and addresses listed below.
You may also contact your broker, dealer, commercial bank or trust company or
other nominee for assistance concerning the Offer.
The Information Agent for the Offer is:
[MacKenzie Partners, Inc. Logo]
105 Madison Avenue
New York, New York 10016
(212) 929-5500 (Call Collect)
or
CALL TOLL-FREE (800) 322-2885
E-mail: proxy@mackenziepartners.com
The Dealer Manager for the Offer is:
[J.P. MORGAN CHASE & CO. LOGO]
J.P. Morgan Securities Inc.
277 Park Avenue
New York, New York 10172
Call: (212) 622-2624
Call Toll-Free: (866) 262-0777