E*TRADE Financial Corporation (NASDAQ: ETFC) announced that its
stockholders have voted to adopt the merger agreement with Morgan
Stanley, a leading global financial services firm. In its special
meeting of stockholders, which was held earlier today, more than
99% of votes were cast in favor of the proposal, based on the
preliminary count of proxies returned prior to its special meeting
of stockholders. The final voting results will be publicly filed
with the Securities and Exchange Commission on a Form 8-K within
four business days.
Completion of the acquisition is subject to additional customary
closing conditions, including receipt of the remaining required
regulatory approvals. The Company expects the acquisition to close
in the fourth quarter of 2020.
About E*TRADE Financial Corporation
E*TRADE Financial Corporation and its subsidiaries provide
financial services including brokerage and related products and
services to traders, investors, stock plan administrators and
participants, and registered investment advisers (RIAs). Securities
products and services are offered by E*TRADE Securities LLC (Member
FINRA/SIPC). Commodity futures and options on futures products and
services are offered by E*TRADE Futures LLC (Member NFA). Managed
Account Solutions are offered through E*TRADE Capital Management,
LLC, a Registered Investment Adviser. Bank products and services
are offered by E*TRADE Bank, and RIA custody solutions are offered
by E*TRADE Savings Bank, both of which are federal savings banks
(Members FDIC). Employee stock and student loan benefit plan
solutions are offered by E*TRADE Financial Corporate Services, Inc.
E*TRADE Securities LLC, E*TRADE Futures LLC, E*TRADE Capital
Management, LLC, E*TRADE Bank, E*TRADE Savings Bank, and E*TRADE
Financial Corporate Services, Inc. are separate but affiliated
companies. For further information about E*TRADE, please visit
www.etrade.com.
About Morgan Stanley
Morgan Stanley is a leading global financial services firm
providing a wide range of investment banking, securities, wealth
management and investment management services. With offices in more
than 41 countries, the Firm’s employees serve clients worldwide
including corporations, governments, institutions and individuals.
For further information about Morgan Stanley, please visit
www.morganstanley.com.
Important Additional Information
In connection with the proposed transaction between Morgan
Stanley (“Morgan Stanley”) and E*TRADE Financial Corporation (the
“Company”), Morgan Stanley and the Company have filed relevant
materials with the Securities and Exchange Commission (the “SEC”),
including a Morgan Stanley registration statement on Form S-4 that
includes a proxy statement of the Company that also constitutes a
prospectus of Morgan Stanley. The registration statement on Form
S-4, as amended, was declared effective by the SEC on June 12, 2020
and the Company mailed the definitive proxy statement/prospectus to
its stockholders on or about June 12, 2020. INVESTORS AND SECURITY
HOLDERS OF MORGAN STANLEY AND THE COMPANY ARE URGED TO READ THE
REGISTRATION STATEMENT, THE DEFINITIVE PROXY STATEMENT/PROSPECTUS
AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED
WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE
DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION
AND RELATED MATTERS. Investors and security holders may obtain free
copies of the registration statement and the definitive proxy
statement/prospectus, as well as other filings containing
information about Morgan Stanley or the Company, without charge at
the SEC’s Internet website (http://www.sec.gov) or by contacting
the investor relations department of Morgan Stanley or the Company
at the following:
Morgan
Stanley
E*TRADE
1585 Broadway
671 North Glebe Road, Ballston Tower
New York, NY 10036
Arlington, VA 22203
Attention: Investor Relations
Attention: Investor Relations
1-212-762-8131
1-646-521-4406
investorrelations@MorganStanley.com
IR@etrade.com
No Offer or Solicitation
This communication is for informational purposes and is not
intended to, and shall not, constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities or a solicitation of any vote of approval, nor
shall there be any sale of securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction.
Forward-Looking Statements
This communication contains “forward-looking statements” within
the meaning of the federal securities laws, including Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. In this context,
forward-looking statements often address expected future business
and financial performance and financial condition, and often
contain words such as “expect,” “anticipate,” “intend,” “plan,”
“believe,” “seek,” “see,” “will,” “would,” “target,” similar
expressions, and variations or negatives of these words.
Forward-looking statements by their nature address matters that
are, to different degrees, uncertain, such as statements about the
consummation of the proposed transaction and the anticipated
benefits thereof. All such forward-looking statements are subject
to risks, uncertainties and assumptions that could cause actual
results to differ materially from those expressed in such
forward-looking statements. Important risk factors that may cause
such a difference include, but are not limited to, (i) the
completion of the proposed transaction on anticipated terms and
timing, including obtaining required stockholder and regulatory
approvals, anticipated tax treatment, unforeseen liabilities,
future capital expenditures, revenues, expenses, earnings,
synergies, economic performance, indebtedness, financial condition,
losses, future prospects, business and management strategies for
the management, expansion and growth of the combined company’s
operations and other conditions to the completion of the
acquisition, including the possibility that any of the anticipated
benefits of the proposed transaction will not be realized or will
not be realized within the expected time period, (ii) the ability
of Morgan Stanley and the Company to integrate the business
successfully and to achieve anticipated synergies, risks and costs,
(iii) potential litigation relating to the proposed transaction
that could be instituted against Morgan Stanley, the Company or
their respective directors, (iv) the risk that disruptions from the
proposed transaction will harm Morgan Stanley’s and the Company’s
business, including current plans and operations, (v) the ability
of Morgan Stanley or the Company to retain and hire key personnel,
(vi) potential adverse reactions or changes to business
relationships resulting from the announcement or completion of the
acquisition, (vii) continued availability of capital and financing
and rating agency actions, (viii) legislative, regulatory and
economic developments, (ix) potential business uncertainty,
including changes to existing business relationships, during the
pendency of the acquisition that could affect Morgan Stanley’s
and/or the Company’s financial performance, (x) certain
restrictions during the pendency of the acquisition that may impact
Morgan Stanley’s or the Company’s ability to pursue certain
business opportunities or strategic transactions, (xi)
unpredictability and severity of catastrophic events, including,
but not limited to, acts of terrorism or outbreak of war or
hostilities, as well as management’s response to any of the
aforementioned factors, (xii) dilution caused by Morgan Stanley’s
issuance of additional shares of its common stock in connection
with the proposed transaction, (xiii) the possibility that the
transaction may be more expensive to complete than anticipated,
including as a result of unexpected factors or events, (xiv) those
risks described in Item 1A of Morgan Stanley’s most recently filed
Annual Report on Form 10-K and subsequent reports on Forms 10-Q and
8-K, (xv) those risks described in Item 1A of the Company’s most
recently filed Annual Report on Form 10-K and subsequent reports on
Forms 10-Q and 8-K and (xvi) those risks described in the proxy
statement/prospectus on Form S-4 available from the sources
indicated above. These risks, as well as other risks associated
with the proposed acquisition, are more fully discussed in the
proxy statement/prospectus included in the registration statement
on Form S-4 filed with the SEC in connection with the proposed
acquisition. While the list of factors presented here is, and the
list of factors presented in the registration statement on Form S-4
are, considered representative, no such list should be considered
to be a complete statement of all potential risks and
uncertainties. Unlisted factors may present significant additional
obstacles to the realization of forward-looking statements.
Consequences of material differences in results as compared with
those anticipated in the forward-looking statements could include,
among other things, business disruption, operational problems,
financial loss, legal liability to third parties and similar risks,
any of which could have a material adverse effect on Morgan
Stanley’s or the Company’s consolidated financial condition,
results of operations, credit rating or liquidity. Neither Morgan
Stanley nor the Company assumes any obligation to publicly provide
revisions or updates to any forward-looking statements, whether as
a result of new information, future developments or otherwise,
should circumstances change, except as otherwise required by
securities and other applicable laws.
Important Notices
E*TRADE, E*TRADE Financial, E*TRADE Bank, E*TRADE Savings Bank,
and the E*TRADE logo are trademarks or registered trademarks of
E*TRADE Financial Corporation. ETFC-G
© 2020 E*TRADE Financial Corporation. All rights reserved.
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E*TRADE Media Relations
646-521-4418 mediainq@etrade.com E*TRADE
Investor Relations 646-521-4406 ir@etrade.com
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