Soundview (NASDAQ:SNDV)
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Schwab Gains Control of SoundView Technology Group; Announces Subsequent
Offering Period
SAN FRANCISCO, Jan. 12 /PRNewswire-FirstCall/ -- The Charles Schwab Corporation
, ("Schwab"), and Shakespeare Merger Corporation ("Purchaser"), a wholly owned
subsidiary of Schwab, announced today the expiration of the initial offer period
for Purchaser's cash tender offer to acquire all of the outstanding shares of
common stock and Class B common stock of SoundView Technology Group, Inc.
("SoundView") at a price of $15.50 per share, net to the seller in cash, without
interest thereon (the "Offer Price"). The initial offer period expired at
midnight, New York City time, on January 9, 2004.
According to information received from the depositary, as of the expiration of
the initial offer period, an aggregate of 17,776,486 shares of SoundView common
stock were validly tendered in the offer and not withdrawn, which represents
approximately 85.4% of the shares of SoundView common stock outstanding. In
addition, notices of guaranteed delivery were received with respect to an
additional 1,552,904 shares, which, together with the shares validly tendered in
the offer and not withdrawn, represent approximately 92.9% of the shares of
SoundView common stock outstanding.
Purchaser accepted for payment all shares validly tendered and not withdrawn,
and will accept for payment all shares validly tendered pursuant to notices of
guaranteed delivery. Purchaser will promptly pay the Offer Price for all shares
validly tendered, less any applicable withholding taxes.
At 9:00 a.m., New York City time, on January 12, 2004, Purchaser will commence a
subsequent offering period for all remaining untendered shares. The subsequent
offering period will expire at 5:00 p.m., New York City time, on January 15,
2004. Purchaser will immediately accept all shares properly tendered, as they
are tendered, during the subsequent offering period and will pay the tendering
stockholders promptly after acceptance. The same price offered in the prior
offering period of $15.50 per share, net to the seller in cash, without interest
thereon, will be paid during the subsequent offering period. The subsequent
offer is on the same terms and subject to the same conditions set forth in the
Offer to Purchase dated December 3, 2003, the Letter of Transmittal enclosed
therewith, and the Supplement to the Offer to Purchase dated December 31, 2003,
except that shares tendered during the subsequent offering period may not be
withdrawn.
This news release is for information purposes only. It does not constitute an
offer to purchase shares of SoundView or a Solicitation/Recommendation
Statement, under the rules and regulations of the Securities and Exchange
Commission. The Offer to Purchase, the Letter of Transmittal and the Supplement
to the Offer to Purchase are available from Georgeson Shareholder
Communications, Inc., the Information Agent for the tender offer, at 17 State
Street, Tenth Floor, New York, NY 10007, toll-free 800-213-0473, or from the
Securities and Exchange Commission's web site at http://www.sec.gov/.
Shakespeare Merger Corporation, a wholly owned subsidiary of Schwab, has filed
with the Securities and Exchange Commission a Tender Offer Statement on Schedule
TO and SoundView has filed a Solicitation/Recommendation Statement on Schedule
14D-9, each of which has been amended. These documents contain important
information and security holders of SoundView are advised to read these
documents carefully before making any decision with respect to the tender offer.
These documents may be obtained free of charge at the Securities and Exchange
Commission's web site at http://www.sec.gov/.
About Charles Schwab
The Charles Schwab Corporation, through Charles Schwab & Co., Inc. (member
SIPC/NYSE), U.S. Trust Corporation, CyberTrader, Inc. (member SIPC/NASD), Schwab
Capital Markets L.P. (member SIPC/NASD) and its other operating subsidiaries,
provides a broad range of financial and brokerage services to individual
investors, independent investment managers and institutions.
http://www.schwab.com/.
About SoundView Technology Group, Inc.
SoundView Technology Group, Inc. is the parent of SoundView Technology
Corporation, a research-driven securities firm focused on providing
institutional investors with fundamental research on companies in technology,
media, telecom, healthcare and other growth-related industries. Old Greenwich,
Connecticut-based SoundView produces comprehensive sell-side equity research on
approximately 210 companies. On November 19, 2003, SoundView announced an
agreement to be acquired by The Charles Schwab Corporation. (0104-7214)
DATASOURCE: The Charles Schwab Corporation
CONTACT: Investors - Rich Fowler, +1-415-636-9869, Media - Jennifer
Hallahan +1-212-804-3668, both for The Charles Schwab Corporation
Web site: http://www.schwab.com/