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Published on 1/8/2009 in the Prospect News Special Situations Daily.

TD Ameritrade, thinkorswim to combine in cash-and-stock deal

By Lisa Kerner

Charlotte, N.C., Jan. 8 - TD Ameritrade Holding Corp. agreed to acquire thinkorswim Group Inc. in a cash-and-stock transaction valued at approximately $606 million.

According to TD Ameritrade, each thinkorswim share will be exchanged for $3.34 in cash and 0.398 TD Ameritrade shares.

thinkorswim shareholders will receive a total of $225 million in cash and about 28 million shares of TD Ameritrade.

TD Ameritrade said it will begin a new stock buyback program that will equal the roughly 28 million shares issued in the acquisition.

The transaction is expected to close within the next six months and should be accretive to TD Ameritrade's 2010 GAAP earnings, a TD Ameritrade news release said.

TD Ameritrade said thinkorswim chairman and chief executive officer Lee Barba will have an active role in the transition. thinkorswim founders Tom Sosnoff and Scott Sheridan will join TD Ameritrade.

Merrill Lynch & Co. is advising TD Ameritrade. Paragon Capital Partners LLC is advising thinkorswim. UBS Investment Bank provided an opinion to the thinkorswim board of directors.

TD Ameritrade is an Omaha securities brokerage services and technology-based financial services company.

thinkorswim is an online brokerage and investor education company based in Chicago.

Acquirer:TD Ameritrade Holding Corp.
Target:thinkorswim Group Inc.
Announcement date:Jan. 8
Transaction total:$606 million
Price per share:$3.34 cash and 0.398 TD Ameritrade shares
Expected closing:Within six months
Stock price for acquirer:Nasdaq: AMTD: $13.48 on Jan. 7
Stock price for target:Nasdaq: SWIM: $5.65 on Jan. 7

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