Ameritrade Holding Corporation
Datek Online Holdings Corp.
Commission File Number 0-22163
[AMERITRADE LOGO] [DATEK LOGO]
At Ameritrade: For Media:
Donna Kush, Ameritrade Ann Pinkerton, Magnet Communications
Director, Corp. Communications (212) 367-6865
(402) 216-5486 apinkerton@magnetcom.com
dkush@ameritrade.com
At Datek: For Investors and Analysts:
Mike Dunn Dave Pleiss, Ameritrade
Vice President, Public Relations Director, Investor Relations
(201) 761-8767 (402) 440-8136
mdunn@datek.com dpleiss@ameritrade.com
AMERITRADE AND DATEK ANNOUNCE LANDMARK MERGER
COMBINATION ESTABLISHES A NEW LEADER IN ONLINE EQUITY TRADES
SELF-DIRECTED INVESTORS BENEFIT FROM
BEST-IN-CLASS TECHNOLOGY, VALUE AND SERVICE
OMAHA, NE AND JERSEY CITY, NJ - MONDAY, APRIL 8, 2002 - Ameritrade Holding
Corporation (NASDAQ: AMTD) and Datek Online Holdings Corp. announced today a
merger agreement that creates the most efficient and one of the largest
brokerages serving self-directed investors. The merger unites the two firms with
the fastest growing account base, lowest cost operations and highest operating
margins in the online brokerage industry. At closing it will be the largest
online brokerage measured by equity trades per day. This combination is expected
to be immediately accretive and cash flow positive, realize significant
financial and business synergies and establish a top-tier industry leader.
Financial synergies should be approximately $100 million after-tax when fully
realized.
Under the agreement, market liquidity will improve when shareholders of the new
Ameritrade receive a single class of common stock, with the owners of Datek
receiving 50 percent of the total outstanding capital stock. The value of the
transaction is approximately $1.289 billion based on the closing price of
Ameritrade stock on April 5, 2002 net of the acquisition of cash plus regulatory
capital valued at $100 million. Principal owners of Datek include the private
equity firms, Bain Capital, TA Associates, Silver Lake Partners, an affiliate of
Groupe Arnault and Advent International.
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Together, the Company will:
- - Have approximately:
- 164,000 trades per day;
- 2.7 million accounts;*
- $43 billion in client assets;*
- $2 billion in client margin balances;*
- Total annual revenues of $800 million;**
- - Form:
- An experienced Board of Directors, with three representatives
recommended by Ameritrade - including Joe Ricketts as chairman, three
representatives recommended by Datek's private equity investors and
three independent members.
"This is a wonderful day for our Company," said J. Joe Ricketts, chairman and
founder of Ameritrade Holding Corporation. "This announcement marks an
extraordinary advancement in Ameritrade's 27-year history of building a premier
financial institution in the online brokerage industry. I am particularly
excited by the strength of the experience, shared vision and financial
sophistication that we expect our new Board of Directors to bring in support of
our management's focus on ensuring that the Company delivers on its full
potential."
"Through this merger, Ameritrade reinforces our commitment to providing optimum
customization and choice at a tremendous value for clients," said Joe Moglia,
chief executive officer of Ameritrade Holding Corporation who will be the CEO of
the combined company. "The realization of significant synergies from operations,
advertising, technology and client service will enable us to accelerate our
complementary growth and profitability strategies thereby creating additional
value for shareholders."
Ed Nicoll, chairman and chief executive officer of Datek Online Holdings Corp.
added, "When we combine Datek's products, tools and technology with Ameritrade's
highly-rated client service, we will establish an unbeatable proposition,
especially for the active trader segment, by delivering a new standard of
service and trading capabilities we know self-directed investors want."
"The great interest Datek generated among potential partners gave the private
investor group a unique opportunity to carefully evaluate a variety of online
brokerage business models and growth strategies," said Steve Pagliuca, a
Managing Director of Bain Capital. "We unanimously concluded that investing in
the market leader of a fast-growing and strategically important segment created
the best long-term value. The new Ameritrade will set the standard of excellence
in the marketplace for self-directed investors. We look forward to putting our
collective skills and experience to work as members of the new Board of
Directors."
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The transaction is expected to close within 90 days, subject to customary
regulatory and shareholder approvals. On completion of the transaction, the
Ricketts family will own 27.6 percent of Ameritrade common stock; Bain Capital
will own approximately 10.7 percent of Ameritrade common stock; TA Associates
will own approximately 9.0 percent of Ameritrade common stock; Silver Lake
Partners will own approximately 7.7 percent of Ameritrade common stock; Group
Arnault will own approximately 4.8 percent; and Advent International will own
approximately 3.1 percent.
Ameritrade will update its current projections in the Investor Relations
"Outlook" section of its corporate Web site located at www.amtd.com after
closing the transaction.
ABOUT AMERITRADE HOLDING CORPORATION
Ameritrade Holding Corporation (www.amtd.com) is a pioneer in the online
brokerage industry with a 27-year history of providing clients a self-directed
approach to investment services. The award-winning Company, through its Private
Client and Institutional Client divisions, provides tiered levels of brokerage
products and services tailored to meet the varying investing, trading and
execution needs of self-directed individual investors, financial institutions
and corporations.
ABOUT DATEK ONLINE HOLDINGS CORP.
Established in 1998, privately held Datek Online Holdings Corp. is one of the
most innovative financial services companies in the United States. The Company's
primary businesses are Datek Online Financial Services LLC, a pioneer in the
online brokerage industry; iClearing LLC, a securities clearing operation; and
iCapital Markets LLC, a provider of execution services. (www.datek.com.)
ABOUT BAIN CAPITAL
Bain Capital is a global private equity firm with over $12 billion in assets
under management. The firm has made investments in more than 225 companies,
across many industries. Headquartered in Boston, Bain Capital has offices in New
York, San Francisco, London and Munich. (www.baincapital.com.)
ABOUT TA ASSOCIATES
TA Associates is one of the oldest buyout and private equity firms in the U.S.
with offices in Boston, Menlo Park and Pittsburgh. TA manages over $5 billion in
capital and has invested in 330 companies. (www.ta.com.)
ABOUT SILVER LAKE PARTNERS
Silver Lake Partners is a private equity investment firm focused on large-scale
investments in technology and related growth companies. Silver Lake has offices
in Menlo Park, California and New York. (www.slpartners.com.)
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ABOUT GROUPE ARNAULT
Groupe Arnault is the private investment vehicle for Bernard Arnault, chairman
and president of LVMH.
ABOUT ADVENT INTERNATIONAL
Advent International has wholly owned and affiliated operations in 30 countries
across Western and Central Europe, the Americas, the Asia Pacific region and the
Middle East. Advent International has particular expertise in chemicals,
business services, healthcare, media, telecommunications and broadcasting, and
information technology. The firm has 126 portfolio companies.
(www.adventinternational.com.)
# # #
*Source: Company reports. Data for the quarter ended December 31, 2001.
**4th calendar quarter annualized
This document contains forward-looking statements regarding future events or the
future performance of Ameritrade. Various factors could cause actual results to
differ materially from those anticipated. Readers of this document are advised
to review the documents filed by Ameritrade with the Securities and Exchange
Commission, including Ameritrade's most recent Form 10-K and 10-Q for
descriptions of risks and uncertainties that could cause actual results to
differ materially from those described in the forward-looking statements.
SHAREHOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS THAT WILL BE
INCLUDED IN THE REGISTRATION STATEMENT ON FORM S-4 CONCERNING THIS TRANSACTION
TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION BECAUSE IT WILL CONTAIN
IMPORTANT INFORMATION. INVESTORS WILL BE ABLE TO OBTAIN THIS DOCUMENT WHEN FILED
FOR FREE FROM THE COMMISSION'S WEB SITE AT WWW.SEC.GOV OR FROM AMERITRADE BY
CONTACTING ITS CORPORATE SECRETARY.