Schwab Gains Control of SoundView Technology Group; Announces Subsequent Offering Period
January 12 2004 - 8:15AM
PR Newswire (US)
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and not withdrawn, which represents approximately 85.4% of the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in the offer and not withdrawn, represent approximately 92.9% of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accepted for payment all shares validly tendered and not withdrawn,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/
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