- Transaction aims to propel brand awareness of TradeStation’s
online multi-asset trading platform and product offerings as a
self-clearing online broker for the equities, options, futures and
cryptocurrency self-directed investor markets
- $1.43 billion implied pro forma enterprise value at
closing
- Fully committed $115 million PIPE investment by strategic
and institutional investors led by Monex Group, Inc. and Galaxy
Digital LP, $50 million each, and including XBTO Ventures, LLC and
Appian Way Asset Management
- Significant sponsor and shareholder alignment, with 48% of
sponsor-held shares to be converted to unvested performance-based
earn-out shares or forfeited, and remaining sponsor-held shares
subject to lock-up for up to one year
- 750,000 additional shares of common stock will be issued for
no additional consideration pro rata to Quantum FinTech public
shareholders that do not redeem
- TradeStation’s parent, Monex, 100% owner today, to retain
all of its equity in TradeStation, and estimated to own
approximately 80% of company at closing – Monex’s shares in
TradeStation will be subject to lock-ups, some up to three
years
TradeStation Group, Inc. (“TradeStation”) and Quantum FinTech
Acquisition Corporation (NYSE: QFTA), a special purpose acquisition
company (“Quantum FinTech”), announced today that they have
executed a definitive business combination agreement through which
TradeStation will become a publicly traded, NYSE-listed company
under the ticker symbol “TRDE.” The transaction is expected to
close in the first half of 2022. Net proceeds from the transaction
are intended to be used to help fund the company’s plans to
accelerate account and revenue growth through substantially
increased brand-awareness and performance-based marketing spend, as
well as increased product development and IT headcount for
completion of certain new product feature initiatives, and to add
liquidity to support an anticipated larger customer base.
TradeStation’s management team, including John Bartleman,
President, Chief Executive Officer and member of TradeStation’s
Board of Directors, will continue to lead the company following
completion of the transaction.
“This transaction is an exciting new chapter in the ongoing
story of TradeStation as an innovator that supports traders and
investors seeking to claim their financial edge,” Mr. Bartleman
said. “In recent years our appeal has grown from seasoned active
traders to include a new generation of traders and investors who
are drawn to TradeStation’s powerful analytics and order-entry
tools to help them identify opportunities, plot and test trading
strategies and execute those strategies on a trusted, reliable and
versatile platform. Throughout TradeStation’s history, we have
grown by providing our clients with a multi-asset trading platform,
innovative new products and rich educational content that builds
confidence among seasoned and first-time investors alike.”
“There are numerous reasons why TradeStation is, in our
judgment, the most attractive company we looked at in the
fintech/financial services sector, and we looked at quite a few,”
said John Schaible, Chairman and CEO of Quantum FinTech.
“TradeStation owns its core trading platform technology, and it
executes and clears its customer trades across all of the major
asset classes it offers. This high level of control over both its
technology and operations gives TradeStation valuable agility and
flexibility in how it runs and grows its business, as well as the
ability to scale efficiently. And, just as important, TradeStation
has a seasoned and talented management team that is public-company
ready and devotes significant focus and assigns a high priority to
risk management, compliance, and financial and internal controls,
which we deem an essential foundation for success, particularly
when seeking to achieve accelerated account and revenue growth in a
highly regulated environment.”
Self-directed traders and investors are drawn to TradeStation’s
trusted, reliable and versatile platform for equities, options and
futures, as well as for cryptocurrencies, which is enhanced by a
deep and growing learning environment designed to build confidence
among those new to investing and to hone the skills of seasoned
traders. TradeStation’s technology is accessible on desktop, Web,
mobile and via application programming interface (“API”)
technology. TradeStation’s API technology creates opportunities for
TradeStation brokerage customers to access TradeStation’s order
execution, data and other brokerage services from third-party
fintech platforms on which those customers have become comfortable,
which creates another avenue for account growth. More than 70
third-party platforms have been connected to TradeStation’s
brokerage environment through the TradeStation API.
TradeStation can, however, do more with its API technology than
connect to third-party fintech investment analysis platforms.
TradeStation’s API technology may also be used by other brokers, as
well as by cryptocurrency exchanges, to make available to their
customers TradeStation’s robust execution and clearing services
across multiple asset classes. And there are other areas of
opportunity with the TradeStation API, such as exposing and
providing access to TradeStation’s online brokerage environment on
other types of financial sites like wealth management platforms,
neo-banks and payment service platforms.
Assuming no redemptions of any public shares of Quantum FinTech,
the transaction will provide approximately $316 million of cash
prior to payment of expenses, consisting of the contribution of
approximately $201 million of cash held in Quantum FinTech’s trust
account, and $115 million of additional capital through a private
placement of common stock by Quantum FinTech (“PIPE”). The PIPE
includes, as co-anchor investments, $50 million from Monex and $50
million from Galaxy Digital LP, which is affiliated with Galaxy
Digital Holdings Ltd. (“Galaxy Digital”), one of the world’s
leading technology-driven financial services and investment
management firms that provides institutions and direct clients with
a full suite of financial solutions spanning the digital assets
ecosystem.
“TradeStation provides one of the most comprehensive cross-asset
platforms purpose-built to serve and educate the increasingly
sophisticated self-directed investor,” said Chris Ferraro,
Co-President & CIO at Galaxy Digital. “As cryptocurrencies and
digital assets become more ubiquitous in the average investor’s
portfolio, Galaxy looks to partner with trusted and differentiated
platforms like TradeStation, who we expect to rapidly grow its
share of wallet in the market.”
Transaction Overview
The transaction values the combined company at an implied pro
forma enterprise value of approximately $1.43 billion. The
transaction has been approved by the boards of directors of both
TradeStation and Quantum FinTech, as well as by Monex,
TradeStation’s sole shareholder. The transaction is expected to
close in the first half of 2022, subject to the satisfaction of
customary closing conditions, including the approval of Quantum
Fintech’s shareholders.
At closing, 48% of the shares held by Quantum Fintech’s sponsors
will convert to unvested performance-based earn-out shares (798,894
shares) or be forfeited (1,610,554 shares).
The structure of the business combination involves a merger
between a newly-formed subsidiary of TradeStation and Quantum
FinTech, with Quantum FinTech surviving the merger and becoming a
wholly-owned subsidiary of TradeStation. Quantum FinTech’s
shareholders, including the PIPE investors, will receive shares in
TradeStation in exchange for their Quantum FinTech shares. Each
Quantum FinTech share held by the PIPE investors and the sponsors
of Quantum FinTech will be exchanged for one common share of
TradeStation. However, each holder of a Quantum FinTech public
share that has elected not to redeem will receive more than one
common share of TradeStation based on an exchange ratio formula
supported by the issuance of an additional 750,000 shares of
TradeStation common stock. More specifically, the holders of
Quantum FinTech public shares will receive in exchange for each
share they have elected not to redeem a number of shares of
TradeStation common stock equal to (1) the sum of the total number
of non-redeemed Quantum FinTech public shares and 750,000, divided
by (2) the total number of non-redeemed Quantum FinTech public
shares. Under this formula, if zero shares are redeemed each
Quantum Fintech public share will be exchanged for 1.037 shares of
TradeStation common stock and, as another example, if 90% of the
Quantum public shares are redeemed each Quantum FinTech public
share will be exchanged for 1.373 shares of TradeStation common
stock.
Upon closing of the merger, each issued and outstanding Quantum
FinTech warrant will become a warrant to receive the number of
shares of TradeStation common stock that the warrant holder would
have received if the holder had exercised such warrant immediately
prior to the Transaction.
Assuming no redemptions of Quantum FinTech public shares, Monex
will own approximately 80% of TradeStation at closing. All of
Monex’s shares in TradeStation, excluding only the shares it will
acquire in the PIPE, are subject to lockups: one-third until the
earlier of the first anniversary of the closing and TradeStation
achieving a $12.50 per share sustained stock price, one-third until
the earlier of the second anniversary of closing and TradeStation
achieving a $15.00 per share sustained stock price, and one-third
until the earlier of the third anniversary of closing and
TradeStation achieving a $17.50 per share sustained stock price.
For purposes of the lock-ups, a sustained stock price means
achieving the specified price per share or higher, on a last
reported sale price basis, for 20 out of any 30 consecutive trading
days. The lock-ups are subject to customary permitted transferee
exceptions.
Each PIPE investor, other than Monex, that invests at least $5.0
million will receive additional shares of TradeStation common
stock, for no additional consideration, equal to 10% of the shares
it has committed to purchase at $10.00 per share. Additionally, all
PIPE investors, other than Monex, will be entitled to receive for
no additional consideration additional shares of TradeStation
common stock if the volume weighted average price of TradeStation
common stock is less than $10.00 per share during an agreed upon
measurement period. This volume weighted average price for the
measurement period (the “Adjustment Period VWAP”) will be the lower
of the average of the volume weighted average price per share of
TradeStation common stock for (1) the successive 60-trading-day
period that begins on the effectiveness date of the resale shelf
registration statement for the PIPE investors’ TradeStation shares
and (2) the 10-day trading period which ends on the 60th trading
day of such period, subject to a floor of $6.50. The additional
number of shares will equal the number of shares purchased by the
PIPE investors (other than Monex) multiplied by a fraction, the
numerator of which is the difference between $10.00 and the
Adjustment Period VWAP and the denominator of which is the
Adjustment Period VWAP.
Following the closing of the transaction, Monex will receive
earn-out consideration equal to approximately 34.1 million shares
and the sponsors of Quantum FinTech will receive earn-out
consideration equal to 798,894 shares, in each case upon the
following “triggering events”:
- prior to the 5th anniversary of the closing, if TradeStation
achieves a $12.50 per sustained share stock price, 50% of the
earn-out consideration is payable.
- prior to the 5th anniversary of the closing, if TradeStation
achieves a $15.00 per share sustained stock price, the remaining
50% of the earn-out consideration is payable.
- prior to the 5th anniversary of the closing, if a change of
control transaction occurs where the price paid is equal to or in
excess of the applicable hurdle price, the applicable percentage of
the earn-out consideration is payable.
For purposes of the earn-out, a sustained stock price means
achieving the specified price per share or higher, on a volume
weighted average price basis, for 20 out of any 30 consecutive
trading days.
Additional information about the proposed transaction, including
a copy of the business combination agreement and the investor
presentation used for the PIPE, will be provided in a Current
Report on Form 8-K to be filed by Quantum FinTech with the
Securities and Exchange Commission (“SEC”), available at
www.sec.gov.
Investor Presentation Webcast
An investor presentation webcast regarding the transaction,
hosted by the management of TradeStation and Quantum FinTech, will
be posted on TradeStation’s website at about.tradestation.com and
on Quantum FinTech’s website at www.qftacorp.com/investor-relations
on November 4, 2021.
Advisors
Simpson Thacher & Bartlett LLP is acting as legal advisor
and BofA Securities is acting as sole financial advisor and capital
markets advisor to TradeStation. Winston & Strawn LLP is acting
as legal advisor and Piper Sandler & Co. is acting as financial
advisor to Quantum FinTech. Piper Sandler is also acting as lead
placement agent on the PIPE, and Latham & Watkins LLP is acting
as placement agent counsel.
About TradeStation Group, Inc.
TradeStation has, for decades, been a fintech pioneer in its
support of self-directed traders and investors in their journeys to
claim their financial edge. TradeStation provides award-winning
trading and analysis platforms and self-clearing online brokerage
services for stocks, ETFs, equity and index options, commodity and
financial futures, futures options, and cryptocurrencies. These
trading platforms are accessible on desktop, Web and mobile, as
well as via API technologies which seamlessly provide access to
TradeStation’s brokerage environment through third-party platforms.
TradeStation’s offerings also include a deep and growing learning
content designed to build confidence among those new to investing
and hone the skills of seasoned traders.
TradeStation Securities, Inc. (Member NYSE, FINRA, SIPC, NSCC,
DTC, OCC, NFA & CME) offers self-clearing equities, options,
futures and futures options brokerage services as a licensed
securities broker-dealer and futures commission merchant (FCM), and
is a member of major equities and futures exchanges in the United
States. TradeStation Crypto, Inc. offers self-clearing
cryptocurrency brokerage services under federal and state money
services business, money-transmitter and similar registrations and
licenses.
About Quantum Fintech
Quantum FinTech Acquisition Corporation is a blank check
company, also commonly referred to as a special purpose acquisition
company, or SPAC, that was formed for the purpose of entering into
a merger, share exchange, asset acquisition, stock purchase,
recapitalization, reorganization or other similar business
combination with one or more businesses, with a principal focus on
identifying high-growth financial services and fintech businesses
as targets.
Additional Information
In connection with the proposed business combination between
TradeStation and Quantum FinTech, TradeStation intends to file a
registration statement on Form S-4 (the “Registration Statement”)
with the SEC that will include a proxy statement/prospectus
relating to the offer of the securities to be issued to Quantum
FinTech stockholders, and Quantum FinTech intends to file a
preliminary prospectus with the SEC to be used at the meeting of
Quantum FinTech stockholders to approve the proposed business
combination. Investors, security holders and other interested
persons are advised to read, when available, the Registration
Statement and proxy statement/prospectus and any amendments
thereto, and other relevant documents that will be filed with the
SEC carefully and in their entirety when they become available
because they will contain important information about TradeStation,
Quantum FinTech and the proposed business combination. The
definitive proxy statement/prospectus will be mailed to
stockholders of Quantum FinTech as of a record date to be
established for voting on the proposed business combination.
Investors, security holders and other interested persons will also
be able to obtain copies of the Registration Statement and other
documents containing important information about the business
combination and the parties to the business combination once such
documents are filed with the SEC, without charge, at the SEC’s
website at www.sec.gov, or by directing a request to: Quantum
FinTech Acquisition Corp., 4221 W. Boy Scout Blvd., Suite 300,
Tampa, FL 33607, Attention: Investor Relations or by email at
IR@qftacorp.com.
Cautionary Statement Regarding Forward-Looking
Statements
This communication contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995, as amended, that reflect TradeStation and Quantum FinTech’s
current views with respect to, among other things, the future
operations and financial performance of TradeStation, Quantum
FinTech and the combined company. Forward-looking statements in
this communication may be identified by the use of words such as
“anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,”
“expect,” “foreseeable,” “future,” “intend,” “may,” “outlook,”
“plan,” “potential,” “predict,” “project,” “seek,” “should,”
“target,” “trends,” “will,” “would” and similar terms and phrases.
Forward-looking statements contained in this communication include,
but are not limited to, statements as to (i) the consummation of
the transaction, (ii) the use of proceeds from the transaction and
(iii) TradeStation and Quantum FinTech’s expectations as to various
operational results and market conditions.
The forward-looking statements contained in this communication
are based on the current expectations of TradeStation, Quantum
FinTech and their respective management and are subject to risks
and uncertainties. No assurance can be given that future
developments affecting TradeStation, Quantum FinTech or the
combined company will be those that are anticipated. Actual results
may differ materially from current expectations due to changes in
global, regional or local economic, business, competitive, market,
regulatory and other factors, many of which are beyond the control
of TradeStation and Quantum FinTech. Should one or more of these
risks or uncertainties materialize, or should any of the
assumptions prove incorrect, actual results may vary in material
respects from those projected in these forward-looking statements.
Factors that could cause actual results to differ may emerge from
time to time, and it is not possible to predict all of them.
Such factors include, but are not limited to: the risk that the
transaction may not be completed in a timely manner or at all; the
failure to obtain requisite approval for the transaction or meet
other closing conditions; the occurrence of any event, change or
other circumstances that could give rise to the termination of the
definitive agreement in respect of the transaction; failure to
achieve sufficient cash available (taking into account all
available financing sources) following any redemptions of Quantum
FinTech’s public shareholders; failure to obtain the requisite
approval of Quantum FinTech’s shareholders; failure to meet
relevant listing standards in connection with the consummation of
the transaction; the effect of the announcement or pendency of the
transaction on TradeStation’s business; risks that the proposed
transaction disrupts current plans and operations of TradeStation;
failure to recognize the anticipated benefits of the transaction,
which may be affected by, among other things, competition, the
ability of the combined entity to maintain relationships with
customers and suppliers and strategic alliance third parties, and
to retain its management and key employees; potential litigation
relating to the proposed transaction; changes to the proposed
structure of the transaction that may be required or appropriate as
a result of the announcement and execution of the transaction;
unexpected costs and expenses related to the transaction; estimates
of TradeStation and the combined company’s financial performance
being materially incorrect predictions; changes in general economic
or political conditions; changes in the markets that TradeStation
targets or the combined company will target; slowdowns in
securities or cryptocurrency trading or shifting demand for
securities or cryptocurrency trading products; the impact of the
ongoing COVID-19 pandemic; the evolving digital asset market,
including the regulation thereof; possible regulations that further
limit, or eliminate, the ability of TradeStation to accept payment
for order flow or similar rebates; any change in laws applicable to
Quantum FinTech or TradeStation or any regulatory or judicial
interpretation thereof; and other factors, risks and uncertainties,
including those under the heading “Risk Factors” in the investor
presentation that is part of the Form 8-K to be filed today by
Quantum FinTech, as well as those to be included under the heading
“Risk Factors” in the proxy statement/prospectus to be later filed
with the SEC, and those included under the heading “Risk Factors”
in Quantum FinTech’s final prospectus relating to its initial
public offering in February 2021 and its other filings with the
SEC. TradeStation and Quantum FinTech caution that the foregoing
list of factors is not exhaustive. Any forward-looking statement
made in this communication speaks only as of the date of this
communication. Plans, intentions or expectations disclosed in
forward-looking statements may not be achieved and the recipient of
this communication should not place undue reliance on such
forward-looking statements. Neither TradeStation nor Quantum
FinTech undertake any obligation to update, revise or review any
forward-looking statement, whether as a result of new information,
future developments or otherwise, except as may be required by any
applicable securities laws.
Any forward-looking statement made in this communication speaks
only as of the date hereof. Plans, intentions or expectations
disclosed in forward-looking statements may not be achieved and no
one should place undue reliance on such forward-looking statements.
Neither TradeStation nor Quantum FinTech undertake any obligation
to update, revise or review any forward-looking statement, whether
as a result of new information, future developments or otherwise,
except as may be required by any applicable securities laws.
Participants in the Solicitation
Quantum FinTech and TradeStation and their respective directors,
executive officers and certain investors may be considered
participants in the solicitation of proxies with respect to the
proposed business combination described in this communication under
the rules of the SEC. Information about the directors and executive
officers of Quantum FinTech and their ownership is set forth in
Quantum FinTech’s filings with the SEC, including its final
prospectus relating to its initial public offering in February
2021. Additional information regarding the persons who may, under
the rules of the SEC, be deemed participants in the solicitation of
the Quantum FinTech shareholders in connection with the proposed
business combination, including TradeStation’s directors and
executive officers and certain investors, will be contained in the
Registration Statement for the business combination when
available.
No Offer or Solicitation
This communication does not constitute (i) a solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the business combination or (ii) an offer to sell, a
solicitation of an offer to buy, or a recommendation to purchase,
any securities of TradeStation, Quantum FinTech, the combined
company or any of their respective affiliates. No offering of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended, or an exemption therefrom, nor shall any sale of
securities in any states or jurisdictions in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction be
effected. No securities commission or securities regulatory
authority in the United States or any other jurisdiction has in any
way passed upon the merits of the business combination or the
accuracy or adequacy of this communication.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20211104005514/en/
Investors: ir@tradestation.com
Media: Madison Roberts 281-684-9857
madison.roberts@fleishman.com
Grafico Azioni Quantum FinTech Acquisit... (NYSE:QFTA)
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Grafico Azioni Quantum FinTech Acquisit... (NYSE:QFTA)
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Da Gen 2024 a Gen 2025
