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Mergers can result in even more confusion and delay.........Omega is clearly
getting scattered badly.....and not able to focus on the critical problem
areas....TS2000i and Historybank.com.
> -----Original Message-----
> From: Howard Jackson [mailto:hrjf4@xxxxxxxxx]
> Sent: Thursday, January 20, 2000 8:53 AM
> To: omega-list@xxxxxxxxxx
> Subject: Omega Research and OnlineTrading.com Agree to $300 Million
> Merger
>
>
> Omega Research and OnlineTrading.com Agree to $300
> Million Merger To Create World's First Institutional
> Level Trading Platform For the Active Online Trader
> Combination Heralds Next Phase of Online Trading
> Revolution
> MIAMI and BOCA RATON, Fla., Jan. 20 /PRNewswire/ --
> Omega Research, Inc. (Nasdaq: OMGA - news), a leading
> provider of real-time analytical tools for active
> traders, and OnlineTradinginc.com Corp. (Nasdaq: LINE
> - news), a leading direct ECN access online broker for
> active traders, today announced a definitive agreement
> to merge the two companies in an all-stock combination
> valued at approximately $300 million. The combination
> will create the world's first institutional level
> trading platform for the active trader.
>
> The strategic combination of these companies will
> create a seamlessly-integrated trading platform that
> will for the first time, deliver a complete solution
> to the active trader: powerful decision-support
> analytics, streaming real-time market quotes and news,
> and direct ECN online order execution.
>
> The agreement calls for Omega Research shareholders to
> receive one share of common stock of a newly-formed
> holding company, Online Trading Group, Inc., for each
> share of Omega Research currently held. The exchange
> ratio for OnlineTrading.com shareholders will range
> from 1.3817 to 1.7172 shares of Online Trading Group
> common stock for each share of OnlineTrading.com. The
> exchange ratio for OnlineTrading.com decreases to the
> extent, if any, that the average last sale price of
> Omega Research stock for the 10-day trading period
> ending on the third trading day prior to the closing
> of the merger has appreciated. The 1.3817 exchange
> ratio is reached if the average last sale price of
> Omega Research common stock has appreciated to $8.01
> per share. At the 1.7172 exchange ratio, Online
> Trading Group will be owned approximately 57% by Omega
> Research shareholders and 43% by OnlineTrading.com
> shareholders. At the 1.3817 exchange ratio, Online
> Trading Group will be owned 62% by Omega Research
> shareholders and 38% by OnlineTrading.com
> shareholders. Omega Research currently has 26.4
> million shares outstanding on a fully-diluted basis,
> and OnlineTrading.com currently has 11.7 million
> shares outstanding on a fully-diluted basis. The
> merger will be accounted for as a pooling-of-interests
> and constitute a tax-free reorganization.
>
> Bill Cruz, co-chairman of the board and co-chief
> executive officer of Omega Research, said, ``This
> strategic merger will position us at the forefront of
> the online trading revolution. The online brokerage
> business is expanding at an accelerating pace, but
> what most observers lose sight of is that about 20
> percent of online traders represent about 80 percent
> of online trading volume. By integrating Omega
> Research's best-of-breed analytics technology with
> OnlineTrading.com's state-of-the-art order execution,
> we believe that we will be offering a unique and
> compelling solution to that 20 percent.''
>
> Steven zum Tobel, president of OnlineTrading.com,
> said, ``With over 40,000 users world-wide, Omega
> Research's TradeStation has clearly established itself
> as the industry-leading decision support tool for the
> active trader. Its ability to empower a user to
> design, historically test and automate custom trading
> strategies is unmatched. Seamlessly integrating this
> powerful tool with OnlineTrading.com's order-execution
> technology will, we believe, create a complete
> solution that will appeal not only to the tens of
> thousands of TradeStation users, but to all active
> online traders who are searching for a better
> solution.''
>
> Closing of the transaction, which is currently
> expected to occur in May, is subject to customary
> closing conditions, as well as NASD approval of a
> change of control of OnlineTrading.com, a licensed
> broker-dealer, and the filing with the SEC and
> effectiveness of a registration statement for Online
> Trading Group's shares and the listing of such shares
> on The Nasdaq National Market. While the merger is
> also subject to approval by shareholders of both
> companies, managements of the two companies each
> represent more than the requisite majority of shares
> required to approve the merger.
>
> Online Trading Group Management
>
> While the individual businesses will continue to be
> run by their pre-merger management teams, the
> companies disclosed the proposed structure of Online
> Trading Group, the new holding company formed to
> facilitate the merger. Omega Research executives
> William R. Cruz and Ralph L. Cruz will serve as
> co-chairmen and co-chief executive officers; Salomon
> Sredni has been named president and chief operating
> officer; Marc J. Stone will be the company's vice
> president, general counsel and secretary; Gregg F.
> Stewart will serve as chief financial officer and vice
> president of finance and treasurer; and Janette Perez
> has been named vice president of advertising and
> sales. OnlineTrading.com executives Farshid Tafazzoli
> and Steven zum Tobel will be named vice presidents of
> Online Trading Group. Andrew A. Allen, Chairman and
> CEO of OnlineTrading.com, has announced that upon
> completion of the merger he has decided to leave the
> management team to devote time to his family. The
> board of directors of Online Trading Group will
> initially consist of eight members: Five members,
> including two independent directors, designated by
> Omega Research; and three members, including one
> independent director, designated by OnlineTrading.com.
>
> About OnlineTrading.com
>
> OnlineTrading.com offers real-time direct ECN trading
> over the Internet and through traditional brokers. The
> firm caters to a client base of active traders
> composed of high net worth individuals and small to
> mid-size financial institutions. It has approximately
> $750 million in customer assets. The firm's customers
> can choose the exchange, market maker or ECN that
> executes their trade. OnlineTrading.com's policy of
> not accepting payment for order flow helps ensure that
> customers receive the best available execution. The
> company maintains a clearing and custodial
> relationship with Bear Stearns.
>
> About Omega Research
>
> Founded in 1982, Omega Research, Inc. is a leading
> provider of branded real-time trading tools for the
> active trader.
>
> Omega Research's principal products currently include
> TradeStation®2000i, OptionStation®2000i,
> RadarScreen(TM)2000i, and Omega Research
> ProSuite(TM)2000i. Omega Research's 2000i line of
> software products is compatible with the following
> real-time Internet and broadcast data services: Data
> Broadcasting Corporation's (Nasdaq: DBCC - news)
> eSignal (Internet), InSite (Internet), and BMI
> (Broadcast); Data Transmission Network (Nasdaq: DTLN -
> news) DTN Real Time and DTNstant (Broadcast); and
> Hyperfeed Technologies, Inc.'s (formerly PC Quote,
> Inc.) (Nasdaq: HYPR - news) Hyperfeed(TM) (Internet
> and Broadcast). With the click of a mouse, the 2000i
> products can use the Internet to access the on-line
> brokerage services of E*Trade (Nasdaq: EGRP - news)
> and Wall Street Access.
>
> WindowOnWallStreet.com, the company's new Internet
> service, due to be launched next week, offers traders
> award-winning tools as well as streaming real-time
> charts, quotes, news, portfolio updates and more. For
> additional information about the service, visit
> http://www.WindowOnWallstreet.com.
>
> Later this year, Omega Research intends to launch
> TradeStation.com, which the company believes will be
> the Internet's first decision support portal dedicated
> to serving the needs of the active trader.
> TradeStation.com will combine all the strategy
> development, back-testing and automation of
> TradeStation with the streaming real-time delivery of
> market information and all other features and
> functions incorporated in WindowOnWallStreet.com.
> Omega Research intends to support the launch of
> TradeStation.com with aggressive advertising and use
> the company's experienced direct sales force to market
> it to active traders.
>
> The company plans to offer WindowOnWallStreet.com to
> third-party partners as a business-to-business
> solution.
>
> Conference Call:
>
> Today at 11:00 AM EST, Omega Research will host an
> analyst conference call to discuss the Company's
> strategic merger with OnlineTradinginc.com Corp. The
> conference call will be broadcast live, on-line from
> the Company's ``corporate'' page at
> http://www.omegaresearch.com and at
> http://www.streetfusion.com . A rebroadcast of the
> call will be accessible at these websites from
> approximately 3:00 p.m., January 20, 2000, to
> approximately 11:45 p.m., January 25, 2000.
>
> Visit the Omega Research web site at
> www.OmegaResearch.com.
>
> This press release contains statements that are
> forward-looking and are made pursuant to the safe
> harbor provisions of the Private Securities Litigation
> Reform Act of 1995. When used in this press release
> the words ``believes,'' ``plans,'' ``estimates,''
> ``expects,'' ``intends,'' ``anticipates,'' ``may,''
> ``will,'' ``should,'' ``could,'' ``upcoming'' and
> similar expressions, to the extent used, are intended
> to identify forward-looking statements. All
> forward-looking statements are based largely on
> current expectations and beliefs concerning future
> events that are subject to substantial risks and
> uncertainties. Actual results may differ materially
> from the results suggested herein. Factors that may
> cause or contribute to such differences include, but
> are not limited to, the failure to consummate the
> merger at all (or on a timely basis) due to regulatory
> issues or other reasons; difficulty integrating the
> companies from technology, operational and marketing
> aspects; potential NASD or other regulatory issues
> arising from the merger, the integration of the
> technologies, the anticipated co-marketing of the
> companies' respective products and services, and the
> planned resignation of Andrew Allen upon closing of
> the merger; the success (and cost) of marketing
> strategies; the new company's ability to effectuate
> and further develop its Internet strategies and to
> develop and market the products and services described
> in this press release at all or on a timely basis (and
> the costs associated therewith); their acceptance in
> the marketplace; technical difficulties or errors in
> the products and/or services; market pressure to lower
> substantially or eliminate pricing on the types of
> Omega Research Internet subscription services
> described as a result of such services being provided
> at low or no additional costs by brokerages, financial
> institutions and other financial companies to their
> customers, or for other market reasons; Omega
> Research's customer and active prospect base
> containing a substantially lower number of interested
> subscribers than the company anticipates;
> OnlineTrading.com's client base not growing to the
> extent anticipated or not being desirous of Omega
> Research's analytical tools to the extent anticipated;
> the new company's future participation in any merger
> or other strategic alliance; unfavorable critical
> reviews; increased competition (including product and
> price competition); the level of market demand for
> real-time decision support tools, real-time data
> and/or on-line brokerage services and/or website
> services generally; the scalability, performance
> failures and reliability of the Financial Data Cast
> Network; the entrance of new competitors into the
> market; Omega Research's ability to develop
> relationships with third parties to execute its
> business-to-business strategy; timing and significance
> of additional new product and service introductions by
> Omega Research and OnlineTrading.com and their
> competitors; general economic and market factors,
> including changes in securities and financial markets;
> the adequacy of working capital, cash flows and
> available financing to fund the business models
> described; and other risks and uncertainties indicated
> from time to time in the companies' filings with the
> Securities and Exchange Commission as well as their
> other press releases.
>
>
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