The Ashton Technology Group, Inc. and Subsidiary of OptiMark
Holdings, Inc. Announce Strategic Investment and Bridge
Financing
Optimark Innovations Inc. to Provide Ashton With $30 Million
in Intellectual Property and Operating Capital, Other Parties
Provide $500,000 in Bridge Financing
Philadelphia, PA, Jersey City,
NJ – February 5, 2002
– The Ashton Technology Group, Inc. (Ashton)(BB: ASTN.OB) and
Optimark Innovations Inc., a corporation owned by affiliates
of SOFTBANK Capital Partners and OptiMark, Inc. (OptiMark), a
wholly owned subsidiary of OptiMark Holdings, Inc. announced
today the signing of a definitive agreement representing a
strategic investment in Ashton.
Additionally, Ashton announced
that HK Weaver Group Limited has agreed to provide Ashton with
up to $500,000 in bridge financing.
As part of the agreement with
Ashton, upon closing, OptiMark Innovations will provide Ashton
with assets valued at $30 million, including $10 million in
cash, as well as intellectual property, licenses and
management expertise. In return, OptiMark Innovations will own
at least 80% of the outstanding shares of Ashton. Closing of
the transaction is contingent upon, among other things,
shareholder approval to increase the number of Ashton’s
authorized shares, completion of certain creditor
negotiations, closing of a private equity investment in
OptiMark Innovations and installation of a new Board of
Directors commensurate with OptiMark Innovation’s ownership
stake in Ashton.
Upon closing of the strategic
investment, Ashton, through its broker-dealer subsidiaries,
will offer a unique service for sell-side firms, enabling them
to cost-effectively guarantee Volume Weighted Average Price (VWAP)
orders for their clients. To provide these guaranteed VWAP
orders, Ashton will become a principal trading firm using
state-of-the-art electronic trading algorithms that over the
past five years have demonstrated the viability of this
approach by achieving returns approximating VWAP. Ashton will
continue to operate its eVWAPÒ
facility for orders submitted anonymously from buy-side
institutions.
Upon the closing of the
transaction, Robert Warshaw, OptiMark’s Chief Executive, will
become interim CEO of Ashton, replacing Fred Rittereiser.
Trevor Price, OptiMark’s Executive Vice President for Product
Strategy and Marketing, will become Ashton’s Chief Operating
Officer. James Pak, OptiMark’s Executive Vice President for
Strategic Development, will become Ashton’s Chief Financial
Officer. Fred Weingard, Ashton’s Chief Technology Officer,
will retain that position and his board seat. Additionally,
William Uchimoto will continue as Ashton General Counsel and a
member of the executive management team. Jennifer Andrews
will keep her current responsibilities and will assume the
title of Executive Vice President, Finance.
Mr. Warshaw said, “Ashton,
under Fred Rittereiser’s visionary leadership and innovation,
has laid the foundation for what we believe can become a
highly profitable business. We bring, in addition to needed
operating capital, the critical ability as principal traders,
to provide liquidity and guaranteed fills for VWAP orders for
the sell-side firms.” Mr. Warshaw added that Mr. Rittereiser
would serve as a Special Advisor to the Board of Directors.
Mr. Rittereiser
said, “OptiMark Innovation’s intellectual property, technical
support, operating capital and strong Wall Street
relationships were key ingredients in the strategic
partnership. The combination will create a stronger,
well-capitalized firm which will accelerate the implementation
of a new competitive business model.”
New Ashton
Management Team
As part of the strategic
relationship, OptiMark professionals will work with Ashton to
facilitate implementation of the technology, expedite the
launch of Ashton’s new business and oversee the steps that the
combined management believes are necessary to make the company
profitable.
Mr. Warshaw has spent the last
21 years responsible for delivery of systems to major trading
firms and exchanges in the US, Europe and Japan. He has been
with OptiMark since November 1999 and served as Chief
Technology Officer prior to becoming CEO. Before joining
OptiMark, Mr. Warshaw was Chief Information Officer at Lazard
Frères & Co. LLC. During his tenure at Lazard, Mr. Warshaw was
responsible for systems strategy, development and operations
for all of Lazard's Investment Banking, Capital Markets groups
in the U.S., as well as for Lazard's Global Asset Management
group. In addition, he was responsible for many firm-wide
administrative functions. Prior to Lazard, Mr. Warshaw was a
partner at McKinsey & Company, in their financial services
practice. Mr. Warshaw has an
undergraduate degree from the University of Pennsylvania and a
Masters in Management from Northwestern University's Kellogg
School of Management.
Mr. Price has been responsible
for identifying, evaluating and building new business models
that leverage OptiMark’s state-of-the-art technology and
patents. Prior to Optimark, Mr. Price was Chairman, CEO and
Founder of SavvyJack, Inc., a business-to-business e-commerce
application services provider that enabled companies to market
and sell their intellectual capital. While at SavvyJack, Mr.
Price was responsible for overall corporate strategy,
financing, strategic business development and sales. Prior to
SavvyJack, Mr. Price was Co-Founder, Co-CEO and Director of
Pagoda Corporation, acquired in 2000 by Continuus Software
Corporation (NASDAQ: CNSW). At Pagoda, he was responsible for
sales and product development. Pagoda was spun-out of Software
Services International, Inc., a global services capital firm
with over 400 employees, where Mr. Price held numerous
operational and management positions. Mr. Price has an
undergraduate degree from the University of Pennsylvania.
Mr. Pak, OptiMark’s Executive
Vice President of Strategic Development, works closely with
the executive management team in the areas of structuring and
negotiating transactions, capital raising efforts and
implementing new business models. Prior to joining OptiMark,
Mr. Pak was an investment banker at Lazard Frères & Co. LLC,
focused on Mergers & Acquisitions with experience in various
types of transactions including cross border acquisitions,
leveraged buyouts, special committee assignments and minority
investments. Mr. Pak analyzed cost structures, identified
potential operating synergies and advised on capitalization
issues of companies in various industries. Prior to Lazard,
Mr. Pak worked at Merrill Lynch & Co. in various groups
including investment banking and debt capital markets in New
York and London. Mr. Pak has an undergraduate degree from New
York University.
Ashton will immediately
commence a search for a permanent CEO and a sales and
marketing executive.
The Ashton Technology Group, Inc.
Ashton is an eCommerce company
that develops and operates electronic trading and intelligent
matching systems for the global financial securities
industry. Its focus is to develop and operate alternative
trading systems, serving the needs of exchanges, institutional
investors and broker-dealers in the U.S. and internationally.
Its goal is to enable these market participants to trade in an
electronic global trading environment that provides large
order size, absolute anonymity, no market impact and lower
transaction fees.
OptiMark Holdings, Inc.
OptiMark Holdings, Inc. is a
leading provider of matching, negotiation and exchange
technology. OptiMark designs and implements electronic market
solutions for both public and private enterprise exchanges in
the financial services industries. OptiMark's patented
preference-based technology optimizes transactions for market
participants based on multi-attribute matching or traditional
price/quantity matching. OptiMark has successfully delivered
its solutions and exchange platforms to some of the most
demanding markets in the world and has worked with Nasdaq to
build Super Montage, its next generation trading platform.
OptiMark's investors include SOFTBANK Capital Partners, Dow
Jones & Company and investment affiliates of AON, American
Century, Goldman Sachs, Merrill Lynch and CSFB, as well as
others. OptiMark is headquartered in Jersey City, New Jersey.
Additional information on the company is available at http://www.optimark.com.
***********
The foregoing press release contains forward-looking
statements based on current management expectations. A variety
of important factors could cause results to differ materially
from such statements. Factors that could cause actual results
to differ from current expectations include unexpected
regulatory filing issues, industry trends, and competition.
These and other risks are described in greater detail in
Ashton's filings with the Securities and Exchange Commission.
Media and
Investor Relations
Contact
Fraser P. Seitel
Telephone: (201) 784-8880
Fax: (201) 784-1446.
|
