LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK
OF
MULTEX.COM, INC.
AT
$7.35 NET PER SHARE
PURSUANT TO THE OFFER TO PURCHASE, DATED FEBRUARY 26, 2003
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 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
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
This Letter of Transmittal is being delivered in connection with the Offer
to Purchase, dated February 26, 2003 (the "Offer to Purchase" and, together with
any amendments or supplements thereto and this Letter of Transmittal, as amended
or supplemented, the "Offer"), relating to the offer by Proton Acquisition
Corporation, a Delaware corporation ("Purchaser") and an indirect wholly owned
subsidiary of Reuters Group PLC, a public limited company organized under the
laws of England and Wales, 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, net to the seller in cash, without interest
thereon, upon the terms and subject to the conditions set forth in the Offer to
Purchase.
WHEN TO USE THIS LETTER OF TRANSMITTAL. In order to effectively tender
shares of Multex Common Stock pursuant to the Offer, this Letter of Transmittal
must be delivered to American Stock Transfer & Trust Company (the "Depositary")
prior to the Expiration Date (as defined in "THE TENDER OFFER -- Terms of the
Offer" in the Offer to Purchase), under either of the following circumstances:
(a) certificates representing the shares of Multex Common Stock are
forwarded herewith (either directly or through delivery of warrants for
shares of Multex Common Stock (the "Warrants")) or
(b) delivery of shares of Multex Common Stock is to be made by
book-entry transfer to an account maintained by the Depositary at the
Book-Entry Transfer Facility (as defined in "THE TENDER OFFER -- Acceptance
for Payment and Payment for Shares of Multex Common Stock" in the Offer to
Purchase), pursuant to the procedures set forth in "THE TENDER
OFFER -- Procedure for Tendering Shares of Multex Common Stock and
Warrants" in the Offer to Purchase, unless an Agent's Message (as defined
in "THE TENDER OFFER -- Procedure for Tendering Shares of Multex Common
Stock and Warrants" in the Offer to Purchase) is utilized.
DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE
WITH BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO
THE DEPOSITARY. See "THE TENDER OFFER -- Procedure for Tendering Shares of
Multex Common Stock and Warrants" in the Offer to Purchase for the procedures
for delivery by book-entry transfer and for more information on the procedure
for tendering shares of Multex Common Stock.
ADDITIONAL REQUIREMENTS. Stockholders 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
their shares of Multex Common Stock in accordance with the guaranteed delivery
procedure set forth in "THE TENDER OFFER -- Procedure for Tendering Shares of
Multex Common Stock and Warrants" in the Offer to Purchase. See Instruction 2.
HOW TO COMPLETE THIS LETTER OF TRANSMITTAL. After carefully reading the
Instructions below, stockholders should:
- indicate in the tables on page 3 the number of shares of Multex Common
Stock they wish to tender,
- check any applicable boxes and provide any required information on page
3,
- provide special payment and/or special delivery instructions, if
necessary, in the space provided on page 8,
- sign the Letter of Transmittal, and procure any required signature
guarantee, in the spaces provided on page 9, and
- complete the Substitute Form W-9 on page 15.
2
I TO BE COMPLETED BY HOLDERS OF SHARES OF MULTEX COMMON STOCK. SEE INSTRUCTION
2.
<Table>
<Caption>
- --------------------------------------------------------------------------------------------------------------
DESCRIPTION OF SHARES OF MULTEX COMMON STOCK TENDERED
- --------------------------------------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED OWNER(S)
(PLEASE FILL IN, IF BLANK, EXACTLY AS SHARES OF MULTEX COMMON STOCK TENDERED
NAME(S) APPEAR(S) ON CERTIFICATE(S)) (ATTACH ADDITIONAL LIST IF NECESSARY)
- --------------------------------------------------------------------------------------------------------------
TOTAL NUMBER OF NUMBER OF
SHARES OF MULTEX SHARES OF
COMMON STOCK MULTEX
CERTIFICATE REPRESENTED BY COMMON STOCK
NUMBER(S)(1) CERTIFICATE(S)(1) TENDERED(2)
- --------------------------------------------------------------------------------------------------------------
---------------------------------------------------
---------------------------------------------------
---------------------------------------------------
---------------------------------------------------
TOTAL NUMBER
OF SHARES OF
MULTEX COMMON
STOCK TENDERED
- --------------------------------------------------------------------------------------------------------------
(1) Need not be completed by stockholders who deliver their shares of Multex Common Stock by book-entry
transfer.
(2) Unless otherwise indicated, it will be assumed that all shares of Multex Common Stock represented by
certificates delivered to the Depositary are being tendered. See Instruction 4.
[ ] CHECK HERE IF A CERTIFICATE HAS BEEN LOST, DESTROYED OR STOLEN. SEE INSTRUCTION 11.
- --------------------------------------------------------------------------------------------------------------
</Table>
II TO BE COMPLETED BY HOLDERS OF WARRANTS ONLY. SEE INSTRUCTION 12.
<Table>
<Caption>
- ----------------------------------------------------------------------------------------------------------------
DESCRIPTION OF SHARES OF MULTEX COMMON STOCK TENDERED
- ----------------------------------------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED OWNER(S)
(PLEASE FILL IN, IF BLANK, EXACTLY AS WARRANTS DELIVERED
NAME(S) APPEAR(S) ON CERTIFICATE(S)) (ATTACH ADDITIONAL LIST IF NECESSARY)
- ----------------------------------------------------------------------------------------------------------------
TOTAL NUMBER OF
SHARES OF MULTEX NUMBER OF
COMMON STOCK SHARES OF
REPRESENTED BY MULTEX
WARRANT WARRANT COMMON STOCK
CERTIFICATE(S)(1) CERTIFICATE(S)(1) TENDERED(2)
- ----------------------------------------------------------------------------------------------------------------
-----------------------------------------------------
-----------------------------------------------------
-----------------------------------------------------
-----------------------------------------------------
TOTAL SHARES OF
MULTEX COMMON
STOCK TENDERED
- ----------------------------------------------------------------------------------------------------------------
(1) The tendering holder of Warrants hereby directs the Depositary to pay an amount equal to the exercise price
per share of Multex Common Stock represented by such Warrant to Multex against delivery by Multex of the
shares of Multex Common Stock issuable upon exercise of the Warrant registered in the name of Purchaser and
to deduct such amount from the amount otherwise payable to the tendering holder. Tendering holders of
Warrants will not be entitled to payment until Multex delivers shares of Multex Common Stock in the name of
Purchaser.
(2) Unless otherwise indicated, it will be assumed that all shares of Multex Common Stock represented by
Warrants delivered to the Depositary are being tendered. See Instruction 4.
- ----------------------------------------------------------------------------------------------------------------
</Table>
3
Owners must tender their shares of Multex Common Stock in accordance with
the guaranteed delivery procedures set forth in "THE TENDER OFFER -- Procedure
for Tendering Shares of Multex Common Stock and Warrants" in the Offer to
Purchase if their certificates for shares of Multex Common Stock are not
immediately available, they cannot comply with the procedures for book-entry
transfer on a timely basis or they cannot deliver all required documents to the
Depositary prior to the Expiration Date. See Instruction 2.
[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH THE BOOK-ENTRY
TRANSFER FACILITY AND THEN COMPLETE THE FOLLOWING (NOTE THAT ONLY
FINANCIAL INSTITUTIONS THAT ARE PARTICIPANTS IN THE SYSTEM OF THE
BOOK-ENTRY TRANSFER FACILITY MAY DELIVER SHARES OF MULTEX COMMON STOCK BY
BOOK-ENTRY TRANSFER):
Name of Tendering Institution:
- ------------------------------------------------------------------------------
Account Number at the Book-Entry Transfer Facility:
- ------------------------------------------------------------------------------
Transaction Code Number:
- -------------------------------------------------------------------------------
[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY, ENCLOSE A PHOTOCOPY
OF SUCH NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:
Name(s) of Registered Owner(s):
- -------------------------------------------------------------------------------
Date of Execution of Notice of Guaranteed Delivery:
- ------------------------------, 2003
Name of Institution which Guaranteed Delivery:
- -------------------------------------------------------------------------------
If delivered by book-entry transfer, check box: [ ]
Name of Tendering Institution:
- -------------------------------------------------------------------------------
Account Number at the Book-Entry Transfer Facility:
- -------------------------------------------------------------------------------
Transaction Code Number:
- -------------------------------------------------------------------------------
4
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The undersigned hereby tenders to Proton Acquisition Corporation, a
Delaware corporation ("Purchaser") and an indirect wholly owned subsidiary of
Reuters Group PLC, a public limited company organized under the laws of England
and Wales ("Reuters"), the above-described shares of common stock, par value
$0.01 per share (the "Multex Common Stock") of Multex.com, Inc., a Delaware
corporation ("Multex"), pursuant to the Offer to Purchase, dated February 26,
2003 (the "Offer to Purchase"), all of the outstanding shares of Multex Common
Stock at a price of $7.35 per share of Multex Common Stock, net to the seller in
cash, without interest thereon, upon the terms and subject to the conditions set
forth in the Offer to Purchase and in this Letter of Transmittal (which,
together with any amendments or supplements hereto or thereto, collectively
constitute the "Offer"), receipt of which is hereby acknowledged. The
undersigned understands that Purchaser reserves the right to transfer or assign,
from time to time, in whole or in part, to one or more of its affiliates, the
right to purchase the shares of Multex Common Stock tendered herewith, 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.
The Offer is being made pursuant to an Amended and Restated Agreement and
Plan of Merger, dated February 24, 2003 (the "Merger Agreement"), among Reuters,
Purchaser and Multex.
On the terms and subject to the conditions of the Offer (including the
conditions set forth in "THE TENDER OFFER -- Certain Conditions of the Offer" in
the Offer to Purchase and together with, if the Offer is extended or amended,
the terms and conditions of any such extension or amendment), subject to, and
effective upon, acceptance for payment of, and payment for, the shares of Multex
Common Stock tendered herewith (including, if shares of Multex Common Stock are
tendered by the delivery of warrants for shares of Multex Common Stock (the
"Warrants"), the shares of Multex Common Stock for which such Warrants are
exercisable) in accordance with the terms of the Offer, the undersigned hereby
sells, assigns and transfers to, or upon the order of, Purchaser, all right,
title and interest in and to all of the shares of Multex Common Stock that are
being tendered hereby (including, if shares of Multex Common Stock are tendered
by Warrants, the shares of Multex Common Stock for which such Warrants are
exercisable) (and 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 17, 2003 (collectively,
"Distributions")), and irrevocably appoints American Stock Transfer & Trust
Company (the "Depositary") the true and lawful agent and attorney-in-fact of the
undersigned with respect to such shares of Multex Common Stock (and any
Distributions), with full power of substitution (such power of attorney being
deemed to be an irrevocable power coupled with an interest), to the fullest
extent of such stockholder's rights with respect to such shares of Multex Common
Stock (and any Distributions) (a) to deliver certificates for such shares of
Multex Common Stock (and any Distributions), or transfer ownership of such
shares of Multex Common Stock (and any Distributions) on the account books
maintained by the Book-Entry Transfer Facility (as defined in "THE TENDER
OFFER -- Acceptance for Payment and Payment for Shares of Multex Common Stock"
in the Offer to Purchase), together, in either such case, with all accompanying
evidences of transfer and authenticity, to or upon the order of Purchaser, (b)
to present such shares of Multex Common Stock (and any Distributions) for
transfer on the books of Multex and (c) to receive all benefits and otherwise
exercise all rights of beneficial ownership of such shares of Multex Common
Stock (and any Distributions), all in accordance with the terms and the
conditions of the Offer.
The undersigned hereby irrevocably appoints Purchaser, its officers and its
designees, and each of them, the attorneys-in-fact and proxies of the
undersigned, each with full power of substitution, to the full extent of such
shareholder's rights with respect to the shares of Multex Common Stock tendered
hereby which have been accepted for payment by Purchaser (including, if shares
of Multex Common Stock are tendered by the delivery of Warrants, the shares of
Multex Common Stock for which such Warrants are exercisable) and with respect to
any Distributions. Purchaser, its officers and its designees will, with respect
to the shares of Multex
5
Common Stock (including, if shares of Multex Common Stock are tendered by the
delivery of Warrants, the shares of Multex Common Stock for which such Warrants
are exercisable) and any Distributions for which the appointment is effective,
be empowered to exercise all voting and any other rights of such stockholder, as
they, in their sole discretion, may deem proper at any annual, special or
adjourned meeting of Multex's stockholders, by written consent in lieu of any
such meeting or otherwise. This proxy and power of attorney shall be irrevocable
and coupled with an interest in the tendered shares of Multex Common Stock
(including, if shares of Multex Common Stock are tendered by the delivery of
Warrants, the shares of Multex Common Stock for which such Warrants are
exercisable). Such appointment is effective when, and only to the extent that,
Purchaser deposits the payment for such shares of Multex Common Stock with the
Depositary. Upon the effectiveness of such appointment, without further action,
all prior powers of attorney, proxies and consents given by the undersigned with
respect to such shares of Multex Common Stock (including, if shares of Multex
Common Stock are tendered by the delivery of Warrants, the shares of Multex
Common Stock for which such Warrants are exercisable) and any Distributions 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 reserves the right to require that, in order for shares of Multex
Common Stock (including, if shares of Multex Common Stock are tendered by the
delivery of Warrants, the shares of Multex Common Stock for which such Warrants
are exercisable) 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), including voting at any
meeting of Multex's stockholders.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the shares of
Multex Common Stock (including, if shares of Multex Common Stock are tendered by
the delivery of Warrants, the Warrants so delivered) tendered hereby and any
Distributions and, when the same are accepted for payment by Purchaser,
Purchaser will acquire good, marketable and unencumbered title thereto, free and
clear of all liens, restrictions, charges and encumbrances, and the same will
not be subject to any adverse claim. The undersigned will, upon request, execute
and deliver any additional documents deemed by the Depositary or Purchaser to be
necessary or desirable to complete the sale, assignment and transfer of the
shares of Multex Common Stock (including, if shares of Multex Common Stock are
tendered by the delivery of Warrants, the Warrants so delivered) tendered hereby
and any Distributions. In addition, the undersigned shall promptly remit and
transfer to the Depositary for the account of Purchaser any and all
Distributions in respect of the shares of Multex Common Stock (including, if
shares of Multex Common Stock are tendered by the delivery of Warrants, the
Warrants so delivered) tendered hereby, accompanied by appropriate documentation
of transfer, and, pending such remittance and transfer or appropriate assurance
thereof, Purchaser shall be entitled to all rights and privileges as owner of
any such Distributions and may withhold the entire purchase price of the shares
of Multex Common Stock or deduct from purchase price the amount or value of such
Distributions, as determined by Purchaser in its sole discretion.
All authority conferred, or agreed to be conferred, pursuant to this Letter
of Transmittal shall not be affected by, and shall survive, the death or
incapacity of the undersigned, and any obligation of the undersigned hereunder
shall be binding upon the heirs, executors, administrators, personal
representatives, trustees in bankruptcy, successors and assigns of the
undersigned. Except as stated in the Offer to Purchase, this tender is
irrevocable.
The undersigned understands that the valid tender of shares of Multex
Common Stock (including, if shares of Multex Common Stock are tendered by the
delivery of Warrants, the shares of Multex Common Stock for which such Warrants
are exercisable) pursuant to any one of the procedures described in "THE TENDER
OFFER -- Procedure for Tendering Shares of Multex Common Stock and Warrants" in
the Offer to Purchase will constitute a binding agreement between the
undersigned and Purchaser upon the terms and subject to the conditions of the
Offer. The undersigned recognizes that under certain circumstances set forth in
the Offer to Purchase, Purchaser may not be required to accept for payment any
of the shares of Multex Common Stock (including, if shares of Multex Common
Stock are tendered by the delivery of Warrants, the shares of Multex Common
Stock for which such Warrants are exercisable) tendered hereby.
6
Unless otherwise indicated herein under "Special Payment Instructions"
please issue the check for the purchase price (or, in the case of a holder of
Warrants, the purchase price as adjusted to reflect the exercise price of such
Warrants) and/or return any certificates for shares of Multex Common Stock not
tendered or accepted for payment in the name(s) of the registered owner(s)
appearing under "Description of Shares of Multex Common Stock Tendered."
Similarly, unless otherwise indicated under "Special Delivery Instructions,"
please mail the check for the purchase price (or, in the case of a holder of
Warrants, the purchase price as adjusted to reflect the exercise price of such
Warrants) and/or return any certificates for shares of Multex Common Stock not
tendered or accepted for payment (and accompanying documents, as appropriate) to
the address(es) of the registered owner(s) appearing under "Description of
Shares Tendered." In the event that both the "Special Delivery Instructions" and
the "Special Payment Instructions" are completed, please issue the check for the
purchase price and/or issue any certificates for shares of Multex Common Stock
not tendered or accepted for payment (and any accompanying documents, as
appropriate) in the name of, and deliver such check and/or return such
certificates (and any accompanying documents, as appropriate) to, the person or
persons so indicated. Unless otherwise indicated under "Special Payment
Instructions," please credit any shares of Multex Common Stock tendered herewith
by book-entry transfer that are not accepted for payment by crediting the
account at the Book-Entry Transfer Facility designated above. The undersigned
recognizes that Purchaser has no obligation pursuant to the "Special Payment
Instructions" to transfer any shares of Multex Common Stock from the name of the
registered owner thereof if Purchaser does not accept for payment any of the
shares of Multex Common Stock so tendered.
7
- -----------------------------------------------------------------------------
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if the check for the purchase price of the shares of
Multex Common Stock accepted for payment is to be issued in the name of
someone other than the undersigned, if certificates for any shares of Multex
Common Stock not tendered or not accepted for payment are to be issued in the
name of someone other than the undersigned or if any shares of Multex Common
Stock tendered hereby and delivered by book-entry transfer that are not
accepted for payment are to be returned by credit to an account maintained at
the Book-Entry Transfer Facility other than the account at the Book-Entry
Transfer Facility indicated above.
Issue check and/or certificates representing shares of Multex Common
Stock to:
Name:
---------------------------------------------------------------------------
PLEASE PRINT OR TYPE
Address:
---------------------------------------------------------------------------
-----------------------------------------------------
INCLUDE ZIP CODE
-----------------------------------------------------
TAX IDENTIFICATION OR SOCIAL SECURITY NO.
(SEE SUBSTITUTE FORM W-9)
- Credit shares of Multex Common Stock delivered by book-entry transfer and
not purchased to the following Book-Entry Transfer Facility account.
Account No.:
-----------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5 AND 7)
To be completed ONLY if certificates for any shares of Multex Common
Stock not tendered or not accepted for payment and/or the check for the
purchase price of any shares of Multex Common Stock accepted for payment is to
be sent to someone other than the undersigned, or to the undersigned at an
address other than that shown under "Description of Shares of Multex Common
Stock Tendered."
Mail check and/or certificates representing shares of Multex Common Stock
to:
Name:
---------------------------------------------
PLEASE PRINT OR TYPE
Address:
- ---------------------------------------------------
-----------------------------------------------------
INCLUDE ZIP CODE
-----------------------------------------------------
TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER
(SEE SUBSTITUTE FORM W-9)
- ------------------------------------------------------
8
IMPORTANT
STOCKHOLDER: SIGN HERE
(ALSO COMPLETE SUBSTITUTE FORM W-9 BELOW)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SIGNATURE(S) OF OWNER(S):
Dated:
- ------------------------ , 2003
(Must be signed by registered owner(s) exactly as name(s) appear(s) on
certificate(s) for shares of Multex Common Stock tendered or on a security
position listing or by person(s) authorized to become registered owner(s) by
certificates and documents transmitted herewith. If signature is by a trustee,
executor, administrator, guardian, attorney-in-fact, officer of a corporation or
other person acting in a fiduciary or representative capacity, please set forth
full title and see Instruction 5.)
Name(s):
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PLEASE PRINT OR TYPE
Capacity (Full Title):
- --------------------------------------------------------------------------------
Daytime Area Code and Telephone Number:
- --------------------------------------------------------------------------------
Address:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
INCLUDE ZIP CODE
Tax Identification or Social Security Number:
- --------------------------------------------------------------------------------
(SEE SUBSTITUTE FORM W-9)
GUARANTEE OF SIGNATURE(S)
(IF REQUIRED -- SEE INSTRUCTIONS 1 AND 5)
FOR USE BY FINANCIAL INSTITUTIONS ONLY.
PLACE MEDALLION GUARANTEE IN SPACE BELOW.
Authorized Signature:
- --------------------------------------------------------------------------------
Name:
- --------------------------------------------------------------------------------
PLEASE TYPE OR PRINT OR TYPE
Full Title and Name of Firm:
- --------------------------------------------------------------------------------
Address:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
INCLUDE ZIP CODE
Daytime Area Code and Telephone Number:
- --------------------------------------------------------------------------------
Dated:
- ------------------------ , 2003
9
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. Except as otherwise provided below, all
signatures on this Letter of Transmittal must be guaranteed by a financial
institution (including most commercial banks, savings and loan associations and
brokerage houses) which is a participant in the Securities Transfer Agents
Medallion Program, the New York Stock Exchange Medallion Signature Guarantee
Program or the Stock Exchange Medallion Program (an "Eligible Institution").
Signatures on this Letter of Transmittal need not be guaranteed (a) if this
Letter of Transmittal is signed by the registered owners (which term, for
purposes of this document, includes any participant in the Book-Entry Transfer
Facility's system 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
herewith and such registered owner has NOT completed the "Special Payment
Instructions" or the "Special Delivery Instructions" on this Letter of
Transmittal or (b) if such shares of Multex Common Stock are tendered for the
account of an Eligible Institution. See Instruction 5.
2. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES OR BOOK-ENTRY
CONFIRMATIONS. This Letter of Transmittal is to be used if certificates are to
be forwarded herewith or, unless an Agent's Message is utilized, if tenders are
to be made pursuant to the procedures for tender by book-entry transfer set
forth in "THE TENDER OFFER -- Procedure for Tendering Shares of Multex Common
Stock and Warrants" in the Offer to Purchase.
For a stockholder to validly tender shares of Multex Common Stock pursuant
to the Offer, either (a) a properly completed and duly executed Letter of
Transmittal (or a manually signed facsimile thereof), together with any required
signature guarantees and any other required documents, must be received by the
Depositary at one of its addresses set forth herein prior to the Expiration Date
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 in "THE TENDER
OFFER -- Procedure for Tendering Shares of Multex Common Stock and Warrants" in
the Offer to Purchase (and the Book-Entry Confirmation of such delivery received
by the Depositary, including an Agent's Message 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 and in "THE
TENDER OFFER -- Procedure for Tendering Shares of Multex Common Stock and
Warrants" in the Offer to Purchase.
Stockholders whose certificates are not immediately available or who cannot
deliver all other required documents to the Depositary on or prior to the
Expiration Date or who cannot comply with the procedures for book-entry transfer
on a timely basis may nevertheless tender their shares of Multex Common Stock by
properly completing and duly executing a Notice of Guaranteed Delivery (or a
manually signed facsimile thereof) pursuant to the guaranteed delivery procedure
set forth below and in "THE TENDER OFFER -- Procedure for Tendering Shares of
Multex Common Stock and Warrants" in the Offer to Purchase.
Pursuant to such guaranteed delivery procedures, (i) such tender must be
made by or through an Eligible Institution, (ii) a properly completed and duly
executed Notice of Guaranteed Delivery (or a manually signed facsimile thereof),
substantially in the form provided by Purchaser, must be received by the
Depositary prior to the Expiration Date and (iii) the certificates for all
tendered shares of Multex Common Stock, in proper form for transfer (or a
confirmation of the book-entry transfer into the Depositary's account at the
Book-Entry Transfer Facility of shares of Multex Common Stock tendered by
book-entry transfer), as well as this Letter of Transmittal properly completed
and duly executed (or a manually signed facsimile thereof) with any required
signature guarantees (or, in the case of a book-entry transfer, an Agent's
Message), and all other documents required by this Letter of Transmittal, must
be 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.
10
If certificates are forwarded at different times to the Depositary, a
properly completed and duly executed Letter of Transmittal must accompany each
such delivery.
THE METHOD OF DELIVERY OF SHARES OF MULTEX COMMON STOCK, THIS 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. SHARES OF MULTEX COMMON STOCK WILL BE DEEMED DELIVERED 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.
No alternative, conditional or contingent tenders will be accepted and no
fractional shares of Multex Common Stock will be purchased. All tendering
stockholders, by executing this Letter of Transmittal (or a manually signed
facsimile thereof), waive any right to receive any notice of the acceptance of
their shares of Multex Common Stock for payment.
3. INADEQUATE SPACE. If the space provided under "Description of Shares
of Multex Common Stock Tendered" is inadequate, the certificate numbers and/or
the number of shares of Multex Common Stock should be listed on a separate
signed schedule attached hereto.
4. PARTIAL TENDERS (APPLICABLE TO CERTIFICATE STOCKHOLDERS ONLY). If
fewer than all the shares of Multex Common Stock evidenced by any certificate
delivered to the Depositary are to be tendered, fill in the number of shares of
Multex Common Stock that are to be tendered in the box entitled "Number of
Shares of Multex Common Stock Tendered." In such cases, new certificate(s) for
the remainder of the shares of Multex Common Stock that were evidenced by the
old certificate(s) will be sent to the registered owner, unless otherwise
provided in the appropriate box on this Letter of Transmittal, as soon as
practicable after the expiration or termination of the Offer. All shares of
Multex Common Stock represented by certificates delivered to the Depositary will
be deemed to have been tendered unless otherwise indicated.
5. SIGNATURES ON LETTER OF TRANSMITTAL; STOCK POWERS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by the registered owner(s) of the shares of
Multex Common Stock tendered hereby, the signature(s) must correspond with the
name(s) as written on the face of the certificate(s) without alteration,
enlargement or any other change whatsoever.
If any of the shares of Multex Common Stock tendered hereby are owned of
record by two or more joint owners, all such owners must sign this Letter of
Transmittal.
If any of the tendered shares of Multex Common Stock are registered in
different names on several certificates, it will be necessary to complete, sign
and submit as many separate Letters of Transmittal as there are different
registrations of certificates.
If this Letter of Transmittal or any certificates or stock powers are
signed by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or representative
capacity, such person should so indicate when signing, and proper evidence
satisfactory to Purchaser of the authority of such person to so act must be
submitted.
If this Letter of Transmittal is signed by the registered owner(s) of the
shares of Multex Common Stock listed and transmitted hereby, no endorsements of
certificates or separate stock powers are required unless payment is to be made
to, or certificates for shares of Multex Common Stock not tendered or not
accepted for payment are to be issued in the name of, a person other than the
registered owner(s). Signatures on such certificates or stock powers must be
guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered owner of the certificates(s) listed, the certificate(s) must be
endorsed or accompanied by the appropriate stock power(s), in either case
11
signed exactly as the name(s) of the registered owner(s) appear on the
certificate(s). Signature(s) on such certificate(s) or stock power(s) must be
guaranteed by an Eligible Institution. See Instruction 1.
6. STOCK TRANSFER TAXES. Except as otherwise provided in this Instruction
6, Purchaser will pay any stock transfer taxes with respect to the transfer and
sale of shares of Multex Common Stock to it or its order pursuant to the Offer.
If, however, payment of the purchase price of any shares of Multex Common Stock
is to be made to, or (in the circumstances permitted hereby) if certificates for
shares of Multex Common Stock not tendered or not accepted for payment are to be
registered in the name of, any person other than the registered owner(s), or if
tendered certificates are registered in the name of any person other than the
person(s) signing this Letter of Transmittal, the amount of any stock transfer
taxes (whether imposed on the registered owner(s) or such other person) payable
on account of the transfer to such other person will be deducted from the
purchase price of such shares of Multex Common Stock purchased if evidence
satisfactory to Purchaser of the payment of such taxes, or exemption therefrom,
is not submitted.
EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE NECESSARY FOR
TRANSFER TAX STAMPS TO BE AFFIXED TO THE CERTIFICATES EVIDENCING THE SHARES OF
MULTEX COMMON STOCK TENDERED HEREBY.
7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If a check for the purchase
price of any shares of Multex Common Stock accepted for payment is to be issued
in the name of, and/or certificates for shares of Multex Common Stock not
tendered or accepted for payment are to be issued or returned to, a person other
than the signer(s) of this Letter of Transmittal or if a check and/or such
certificates are to be sent to a person other than the signer(s) of this Letter
of Transmittal or to an address other than that shown above, the appropriate
boxes on this Letter of Transmittal should be completed. Any stockholder(s)
delivering shares of Multex Common Stock by book-entry transfer may request that
shares of Multex Common Stock not purchased be credited to such account
maintained at the Book-Entry Transfer Facility as such stockholder(s) may
designate under "Special Payment Instructions." If no such instructions are
given, any such shares of Multex Common Stock not purchased will be returned by
crediting the account at the Book-Entry Transfer Facility designated above as
the account from which such shares of Multex Common Stock were delivered.
8. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions or requests
for assistance may be directed to the Information Agent or the Dealer Manager at
their respective telephone numbers and addresses set forth below or from your
broker, dealer, commercial bank or trust company. Additional copies of the Offer
to Purchase, this Letter of Transmittal, the Notice of Guaranteed Delivery and
other tender offer materials may be obtained from the Information Agent or the
Dealer Manager.
9. SUBSTITUTE FORM W-9. Each tendering stockholder is required to provide
the Depositary with a correct taxpayer identification number ("TIN"), generally
the stockholder's U.S. social security or U.S. federal employer identification
number, on Substitute Form W-9 below. Failure to provide the information on the
form may subject the tendering stockholder to 30% U.S. federal income tax backup
withholding on the payment of the purchase price. The box in Part 3 of the form
may be checked if the tendering stockholder has not been issued a TIN and has
applied for a TIN or intends to apply for a TIN in the near future.
10. WAIVER OF CONDITIONS. The conditions of the Offer may be waived by
Purchaser (subject to certain limitations), in whole or in part, at any time or
from time to time, in Purchaser's sole discretion.
11. LOST, DESTROYED OR STOLEN CERTIFICATES. If any certificate(s)
representing shares of Multex Common Stock has been lost, destroyed or stolen
the holder should promptly notify Multex's transfer agent for the shares of
Multex Common Stock, American Stock Transfer & Trust Company at (800) 937-5449
and check the box under "Description of Shares of Multex Common Stock Tendered"
indicating that shares of Multex Common Stock have been lost, destroyed or
stolen. The holder will then be instructed as to the procedure to be followed in
order to replace the certificate(s). This Letter of Transmittal and related
documents cannot be processed until the procedures for replacing lost, destroyed
or stolen certificates have been followed.
12. WARRANTS. If a tender of shares of Multex Common Stock is being made
by delivery of Warrants, the tendering holder of Warrants thereby makes all the
representations, warranties and agreements about the Warrants that a holder of
shares of Multex Common Stock makes about the shares of Multex Common
12
Stock. Each such tendering holder of Warrants also irrevocably agrees to
exercise such Warrants and authorizes and directs the Depositary to pay to
Multex on behalf of the tendering holder of Warrants an amount equal to the
exercise price per share of Multex Common Stock represented by any Warrant
tendered against delivery by Multex to the Depositary of the shares of Multex
Common Stock issuable upon exercise of the Warrant registered in the name of
Purchaser and to deduct such amount from the amount otherwise payable in respect
of the shares of Multex Common Stock issuable upon exercise of the Warrant. Like
holders of shares of Multex Common Stock who tender pursuant to procedures for
guaranteed delivery, tendering holders of Warrants shall not be entitled to
receive payment for shares of Multex Common Stock until Multex delivers to the
Depositary such shares of Multex Common Stock registered in the name of
Purchaser. The procedures described below are the only means to tender shares of
Multex Common Stock through the delivery of Warrants.
To tender Shares of Multex Common Stock through the delivery of
certificates representing Warrants pursuant to the Offer, a holder of Warrants
must submit (a) a properly completed and duly executed Letter of Transmittal (or
a manually signed facsimile thereof), together with any other required signature
guarantees and any other required documents, (b) certificates for the Warrants
and (c) a completed Subscription Form (in the form attached to each Warrant as
Exhibit A) for each Warrant, 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 at one of its
addresses set forth herein prior to the Expiration Date. Holders of Warrants who
wish to tender shares of Multex Common Stock pursuant to the procedures for
book-entry transfer or guaranteed delivery procedures must first exercise their
Warrants for shares of Multex Common Stock.
IMPORTANT: THIS LETTER OF TRANSMITTAL OR A MANUALLY SIGNED FACSIMILE
THEREOF (TOGETHER WITH THE APPLICABLE CERTIFICATES OR CONFIRMATION OF BOOK-ENTRY
TRANSFER AND ALL OTHER REQUIRED DOCUMENTS) OR THE NOTICE OF GUARANTEED DELIVERY
MUST BE RECEIVED BY THE DEPOSITARY PRIOR TO THE EXPIRATION DATE.
IMPORTANT TAX INFORMATION
Under the U.S. federal income tax law, a stockholder whose tendered shares
of Multex Common Stock (including through the delivery of Warrants) are accepted
for purchase is required by law to provide the Depositary (as payer) with such
stockholder's correct TIN on Substitute Form W-9 below and to certify that such
TIN is correct (or that such stockholder is awaiting a TIN) or otherwise
establish a basis for exemption from backup withholding. If such stockholder is
an individual, the TIN is generally his or her U.S. social security number. If a
stockholder fails to provide a TIN to the Depositary, such stockholder may be
subject to a $50 penalty imposed by the Internal Revenue Service. In addition,
payments that are made to such stockholder with respect to shares of Multex
Common Stock purchased pursuant to the Offer may be subject to backup
withholding at 30% (see below).
Certain stockholders (including, among others, all corporations and certain
foreign individuals and entities) are not subject to these backup withholding
and reporting requirements. In order for a foreign individual to qualify as an
exempt recipient, that stockholder must generally submit a Form W-8, signed
under penalties of perjury, attesting to that individual's exempt status. A Form
W-8 can be obtained from the Depositary. See the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 for
additional instructions.
If backup withholding applies, the Depositary is required to withhold 30%
of any payments made to the stockholder or payee pursuant to the Offer. Backup
withholding is not an additional tax. Rather, the tax liability of persons
subject to backup withholding will be reduced by the amount of tax withheld. If
withholding results in an overpayment of taxes, a refund may be obtained from
the Internal Revenue Service provided certain conditions are met.
13
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on payments made to a stockholder whose
tendered shares of Multex Common Stock (including through the delivery of
Warrants) are accepted for purchase, the stockholder is required to notify the
Depositary of its correct TIN by completing Substitute Form W-9 certifying (1)
that the TIN provided on such Form is correct (or that such stockholder is
awaiting a TIN, in which case the stockholder should check the box in Part 3 of
the Substitute Form W-9), (2) that such stockholder is a U.S. person and (3)
that (A) such stockholder is exempt from backup withholding, (B) such
stockholder has not been notified by the Internal Revenue Service that such
stockholder is subject to backup withholding as a result of failure to report
all interest or dividends or (C) the Internal Revenue Service has notified the
stockholder that the stockholder is no longer subject to backup withholding. The
stockholder must sign and date the Substitute Form W-9 where indicated,
certifying, under penalties of perjury, that the information on such Form is
correct.
A nonexempt stockholder may check the box in Part 3 of the attached
Substitute Form W-9 if such stockholder has not been issued a TIN and has
applied for a TIN or intends to apply for a TIN in the near future. If a
nonexempt stockholder checks the box in Part 3, such stockholder must also sign
the attached Certification of Awaiting Taxpayer Identification Number in order
to prevent backup withholding. Notwithstanding that a stockholder complies with
the foregoing, the Depositary will backup withhold at 30% on payments made to
such stockholder pursuant to the Offer prior to the time a properly certified
TIN is provided to the Depositary.
Alternatively, a stockholder that qualifies as an exempt recipient (other
than a shareholder required to complete Form W-8 as described above) should
write "Exempt" in Part 1 of the Substitute Form W-9, enter his correct TIN and
sign and date such Form where indicated.
14
TO BE COMPLETED BY ALL TENDERING STOCKHOLDERS
(SEE INSTRUCTION 9)
PAYOR: AMERICAN STOCK TRANSFER & TRUST COMPANY
<Table>
<Caption>
- ---------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
SUBSTITUTE PART 1 -- PLEASE PROVIDE YOUR TIN IN THE BOX Social security number OR
FORM W-9 AT RIGHT AND CERTIFY BY SIGNING AND DATING Employer Identification Number
BELOW.
---------------------------------
---------------------------------------------------------------------------------
</Table>
<Table>
<Caption>
DEPARTMENT OF THE PART 2 -- CERTIFICATION -- UNDER PENALTIES OF PERJURY, I CERTIFY THAT:
TREASURY (1) The number shown on this form is my correct taxpayer identification number
INTERNAL REVENUE (or I am waiting for a number to be issued to me);
SERVICE (2) I am not subject to backup withholding because (i) I am exempt from backup
withholding, (ii) I have not been notified by the Internal Revenue Service
PAYOR'S REQUEST FOR (the "IRS") that I am subject to backup withholding as a result of a failure
TAXPAYER to report all interest and dividend income or (iii) the IRS has notified me
IDENTIFICATION that I am no longer subject to backup withholding; and
NUMBER (TIN) (3) I am a U.S. person (including a U.S. resident alien).
--------------------------------------------------------------------------------
CERTIFICATION INSTRUCTIONS -- You must cross out item (2) PART 3 --
in Part 2 above if you have been notified by the IRS that Awaiting TIN [ ]
you are subject to backup withholding because you have
failed to report all interests and dividends on your tax
return. However, if after being notified by the IRS that
you were subject to backup withholding you received another
notification from the IRS stating that you are no longer
subject to backup withholding, do not cross out item (2).
SIGNATURE ------------------ DATE ------------, 2003
NAME (Please
Print) --------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
</Table>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 30% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE
ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON
SUBSTITUTE FORM W-9 FOR ADDITIONAL INFORMATION.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU
CHECKED THE BOX IN PART 3 OF SUBSTITUTE FORM W-9.
CERTIFICATION OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (i) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or (ii)
I intend to mail or deliver an application in the near future. I understand that
if I do not provide a taxpayer identification number, 30% of all reportable
payments made to me thereafter will be withheld until I provide a taxpayer
identification number to the Depositary.
Signature ------------------------------ Date ------------------------ , 2003
- -----------------------------------------------------
Name (Please Print )
15
Manually signed facsimile copies of this Letter of Transmittal will be
accepted. The Letter of Transmittal, applicable certificates for 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 at one of its addresses
set forth below.
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
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE TO A NUMBER OTHER
THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY.
Questions and request for assistance or for additional copies of this
Letter of Transmittal, the Offer to Purchase, 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, 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
February 26, 2003