optionsXpress and Schwab Receive Necessary Regulatory Approvals
August 12 2011 - 5:02PM
optionsXpress Holdings, Inc. (Nasdaq:OXPS) today reported that
optionsXpress and The Charles Schwab Corporation (NYSE:SCHW) have
obtained all regulatory approvals that are required to complete the
previously announced transactions contemplated by the Agreement and
Plan of Merger (the "Merger Agreement"), dated March 18, 2011, by
and among optionsXpress, Schwab and Neon Acquisition Corp., a
Delaware corporation and wholly-owned direct subsidiary of Schwab.
This represents a significant step forward towards completion of
the transaction. The transaction is expected to close in the third
quarter of 2011 and is subject to customary closing conditions,
including approval of stockholders of optionsXpress. The special
meeting of stockholders of optionsXpress to vote upon the proposal
to approve and adopt the Merger Agreement is scheduled to occur on
August 30, 2011.
The optionsXpress Holdings, Inc. logo is available at
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Safe Harbor
This communication contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934.
Forward-looking statements include statements that refer to
expectations, projections or other characterizations of future
events or circumstances and are identified by words such as
"believe," "anticipate," "expect," "estimate," "intend," "plan,"
"will," "may," "aim," "target," "could," "should," "continue,"
"build," "improve," "growth," "increase," and other similar
expressions. These forward-looking statements relate to the
business combination transaction involving The Charles Schwab
Corporation ("Schwab") and optionsXpress Holdings, Inc.
("optionsXpress"), including expected synergies; timing of closing;
client and stockholder benefits; management; accretion; growth;
client retention; and merger-related charges which reflect
management's beliefs, objectives and expectations as of the date
hereof. Achievement of the expressed beliefs, objectives and
expectations is subject to risks and uncertainties that could cause
actual results to differ materially from those beliefs, objectives
or expectations. Important transaction-related factors that
may cause such differences include, but are not limited to, the
risk that expected revenue, expense and other synergies from the
transaction may not be fully realized or may take longer to realize
than expected; the parties are unable to successfully implement
their integration strategies; failure of the parties to satisfy the
closing conditions in the merger agreement in a timely manner or at
all, including the failure of the optionsXpress stockholders to
approve the merger; and disruptions to the parties' businesses as a
result of the announcement and pendency of the merger. Other
important factors include general market conditions, including the
level of interest rates, equity valuations and trading activity;
the parties' ability to attract and retain clients and grow client
assets/relationships; competitive pressures on rates and fees; the
level of client assets, including cash balances; the impact of
changes in market conditions on money market fund fee waivers,
revenues, expenses and pre-tax margins; capital needs; the parties'
ability to develop and launch new products, services and
capabilities in a timely and successful manner; the effect of
adverse developments in litigation or regulatory matters; any
adverse impact of financial reform legislation and related
regulations; and other factors set forth in Schwab's and
optionsXpress' Annual Reports on Form 10-K for the fiscal year
ended December 31, 2010. Schwab and optionsXpress disclaim
any obligation and do not intend to update or revise any
forward-looking statements.
In connection with the proposed transaction, Schwab filed with
the Securities and Exchange Commission ("SEC") a registration
statement on Form S-4 that included a proxy statement/prospectus
for the stockholders of optionsXpress. optionsXpress mailed
the final proxy statement/prospectus to its stockholders on or
about July 29, 2011. Investors and security holders are urged
to read the proxy statement/prospectus regarding the proposed
transaction and other relevant documents filed with the SEC because
they contain important information. Copies of all documents
filed with the SEC regarding the proposed transaction may be
obtained, free of charge, at the SEC's website
(http://www.sec.gov). These documents, when available, may also be
obtained, free of charge, from Schwab's website,
www.aboutschwab.com/investor, under the tab "Financials and SEC
Filings" or from optionsXpress' website,
www.optionsXpress.com/investor, under the item "SEC Filings."
Participants in the Transaction
Schwab, optionsXpress and their respective directors, executive
officers and certain other members of management and employees may
be deemed to be participants in the solicitation of proxies from
the optionsXpress stockholders in respect of the proposed
transaction. Information regarding the persons who may, under
the rules of the SEC, be deemed to be participants in the
solicitation of the stockholders of optionsXpress in connection
with the proposed transaction are set forth in the proxy
statement/prospectus as filed with the SEC on July 27,
2011. Information about Schwab's executive officers and
directors is available in Schwab's Annual Report on Form 10-K filed
with the SEC on February 25, 2011 and Schwab's definitive proxy
statement filed with the SEC on March 30, 2011, as amended on May
9, 2011. Information about optionsXpress' executive officers
and directors is available in optionsXpress' Amendment No. 1 to the
Annual Report on Form 10-K filed with the SEC on April 27,
2011. You can obtain free copies of these documents from
Schwab and optionsXpress using the contact information above.
CONTACT: optionsXpress Investor Hotline
(877) 280-9010
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