November 21, 2006 07:30 AM Eastern Time
Penson Worldwide, Inc.
Announces Acquisition of Clearing Business of Schonfeld Securities
Transaction expected to
be accretive in 2007
DALLAS--(BUSINESS WIRE)--Penson
Worldwide, Inc. (NASDAQ: PNSN), a leading provider of execution, clearing,
settlement and custody and technology products and services to the securities
industry, announced today that it has signed an agreement to acquire the
clearing business of privately-held Schonfeld Securities, LLC, a New York-based
securities firm, primarily on an earn-out basis. Penson anticipates that the
acquired Schonfeld business should be accretive to earnings at approximately
fourteen cents per share in 2007 for the nine month period following March 31,
2007, when conversions of Schonfeld accounts are currently anticipated to be
complete.
Pursuant to the terms of
the Asset Purchase Agreement, the purchase price will be paid in five payments,
the first of which will consist of an issuance of 1,085,294 shares of Penson
Worldwide.s common stock on January 2, 2007 (currently valued at approximately
$24.5 million based on the closing price on November 17, 2006). The remaining
four payments will be made annually in shares of Penson common stock or, under
certain circumstances, cash. The value of these payments will be based upon the
cash flow calculation set forth in the Asset Purchase Agreement for net income
that is realized by Penson from the acquired business which is inclusive of
certain synergies. Cash flow and net income anticipated from the acquired
business is partially dependent on the future performance of the securities
markets overall as well as a number of other factors.
The purchase also
includes the sublicensing to Schonfeld of certain products of Nexa
Technologies, Inc., Penson.s trading technology subsidiary. The transaction is
subject to customary conditions to closing, including regulatory and other
approvals.
In connection with the
acquisition of Schonfeld.s clearing business, Penson has signed long-term
contracts with Schonfeld Securities and the six correspondent firms for which
Schonfeld Securities provides clearing services. Schonfeld Securities and five
of the six correspondents have signed 10-year contracts, although two
correspondents may terminate their contracts after five years, subject to a
payment to be made by Schonfeld Securities or other parties in accordance with
the transaction documents should either correspondent elect to terminate its contract
before the full ten-year term. These firms provide proprietary trading, active
retail trading and institutional trading services to more than 1,100 traders.
The transaction is expected to add more than $270,000,000 in balance sheet
assets, and more than $245,000,000 in customer and proprietary deposits, based
upon Schonfeld.s September 30, 2006 balance sheet, although the amount of such
deposits that in fact transfer to Penson at conclusion of all future
conversions for Schonfeld.s correspondents will likely vary.
Philip A. Pendergraft,
CEO and co-founder of Penson, said the acquisition demonstrates the increasing
value of outsourced clearing services to the securities industry. .We.re
particularly gratified that Schonfeld, which has self-cleared trades since
1991, chose Penson as the best fit for its clearing and settlement needs
because of our efficiency and technology,. Pendergraft said. .And we.re
delighted that the acquisition provides strong performance incentives for both
parties over the term of the agreement..
Steven Schonfeld, CEO
and Founder of Schonfeld Group Holdings, LLC, parent company of Schonfeld
Securities, said, .This transaction enables our company to focus more closely
on our core trading business, while at the same time bringing Schonfeld Group
and our clearing customers the inherent advantages of working with a company
focused exclusively on the clearing business. In fifteen-plus years we have now
come full circle, believing that clearing firms have become highly efficient in
driving down the cost of transactions and can clear and settle multiple
products and markets better than we can internally. We look forward to
strengthening our industry leadership in proprietary trading and to further
expanding our asset management businesses..
Andrew Fishman,
Schonfeld Group President, added, .The most important aspect of this
transaction is that our traders will see significant benefits. Along with the
ability to clear equities, options and futures at one company, Penson also
offers a much more extensive and readily available stock borrow list. By
aligning with a firm dedicated to clearing, we can much better serve the
evolving needs of the trading marketplace..
Daniel P. Son, President
and co-founder of Penson, said Schonfeld began its search for a clearing
provider about a year ago. .While Schonfeld looked at other firms in the
industry, our commitment to the clearing business together with our advanced
technology won the day. The fact that Penson is a leader in the active trading
market makes this a great fit for both firms..
With roots going back to
1988, and as one of the active trading industry pioneers, NY-based Schonfeld
Group Holdings, LLC, today includes businesses with leadership positions in the
proprietary trading, institutional brokerage services and retail trading
communities. Schonfeld recently announced the merger of its retail trading
operations with Lightspeed Holdings, LLC, which will represent one of the
largest companies dedicated to the professional trader. The company.s
fast-growing asset management business includes a fund-of-funds and a
multi-strategy hedge fund. Schonfeld traders routinely trade up to two percent
of all the daily volume on the NYSE and Nasdaq stock markets.
Schonfeld Securities,
LLC, or one or more of its affiliates, is a member of the NYSE, the NASD, Inc.,
the PHLX, PCX, NFA and CME.
Penson Worldwide was
founded in 1995 and became a publicly traded company on May 17, 2006
(NASDAQ:PNSN).
Conference Call
Penson will host a conference call to discuss
this news release today, November 21, 2006, at 11:30 AM Eastern Time (10:30 AM
Central Time). The call will be accessible live via a webcast on the Investor
Relations section of Penson.s website located at www.penson.com. Institutional Investors can
access call details via Thomson Financial StreetEvents at www.streetevents.com. A webcast replay
will be available for a limited time shortly thereafter.
About Penson Worldwide: www.penson.com
The Penson Worldwide group of companies includes
Penson Financial Services, Inc., Penson Financial Services Canada, Inc., Penson
Financial Services, Ltd., Nexa Technologies, Inc. and Penson Financial Futures,
Inc. among other companies. The Penson Worldwide group of companies provides
execution, clearing, settlement custody and technology infrastructure products
and services to financial services firms and others servicing the financial
services industry. Penson Financial Services, Inc., headquartered in Dallas,
Texas, has served the clearing needs of all types of broker/dealers since 1995.
Penson is the flexible choice in global securities services(TM).
Penson Financial Services, Inc. is a member of
the Chicago Stock Exchange, the NASD, Inc., the Chicago Board Options Exchange,
OneChicago, the International Securities Exchange, the NYSE Arca Exchange, the
Options Clearing Corp, the MSRB, NSCC, ICMA, DTC, Euroclear, SIPC and is a
participant of the Boston Options Exchange (BOX). Penson Financial Services
Canada, Inc. is a participating organization with the Toronto Stock Exchange,
the Montreal Exchange, the TSX Venture Exchange, is regulated by the Investment
Dealers Association of Canada, and is a member of the CIPF. Penson Financial
Services, Ltd. is a member of the London Stock Exchange and is authorized and
regulated by the Financial Services Authority. Penson Financial Futures, Inc.
is a Futures Commission Merchant member of the National Futures Association.
Forward-Looking Statements
Statements contained in this news release that
are not based on current or historical fact are forward-looking in nature. Such
forward-looking statements are based on current plans, estimates and
expectations. Forward-looking statements are based on known and unknown risks,
assumptions, uncertainties and other factors. Penson's actual results,
performance, or achievements may differ materially from any future results,
performance, or achievements expressed or implied by such forward-looking
statements. Penson undertakes no obligation to publicly update or revise any
forward-looking statement.