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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
(RULE 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
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MULTEX.COM, INC.
(Name of Subject Company)
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MULTEX.COM, INC.
(Name of Person(s) Filing Statement)
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Common Stock, par value $.01 per share
(Title of Class of Securities)
625367
(CUSIP Number of Class of Securities)
Edward C. Fargis, Esq.
Multex.com, Inc.
100 William Street, 7th Floor
New York, New York 10038
212-607-2400
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
With a Copy to:
Phillip R. Mills, Esq.
Davis Polk & Wardwell
450 Lexington Avenue
New York, NY 10017
(212) 450-4000
[X] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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18 February 2003
REUTERS TO ACQUIRE MULTEX
London - Reuters Group PLC (LSE: RTR, NASDAQ: RTRSY), the global information
company, and Multex.com, Inc. (Nasdaq: MLTX), a premier provider of global
financial information, have entered into a definitive agreement for Reuters to
acquire Multex for $7.35 ((pound)4.56) per share in cash.
Based in New York, Multex offers comprehensive financial information on over
25,000 active companies worldwide and earnings estimate data on over 16,000
companies in 60 countries. It reported 2002 revenue of $92.4 million
((pound)57.4 million), EBITDA of $11.5 million ((pound)7.1 million) and a net
loss of $7.4 million ((pound)4.6 million), in accordance with US GAAP. The
acquisition covers net assets with a book value at 31 December 2002 of $109.0
million ((pound)68.0 million), including $50.6 million ((pound)31.0 million) of
cash.
Reuters currently owns 6% (1.94 million) of Multex's 32.5 million outstanding
shares. Senior management of Multex, who own approximately 5% of Multex not
including options, have committed to support the deal by tendering their shares.
Under the agreement, Reuters will begin a tender offer within the next few days
for all outstanding shares of Multex. The tender offer will be followed by a
merger in which all remaining Multex shareholders will receive the same per
share price. Net of Multex's estimated cash and the 6% interest already held by
Reuters, and taking account of transaction expenses, the cash cost to Reuters
will be approximately $195.0 million ((pound)121.0 million).
The acquisition agreement has been approved by the boards of directors of both
companies and is subject to customary conditions, including standard regulatory
approvals.
Multex possesses significant content assets, access to the research community
and market experience that are expected to bring substantial benefits to Reuters
and its customers. It strengthens the Group's financial information products
with the addition of deeper global company information and estimates as well as
global research content. Reuters will combine these assets with its own to offer
the producers and consumers of investment research innovative, cost-effective
solutions. Outside of the professional financial markets, Reuters will use these
assets to create segmented online financial news, data and research products for
retail consumers as well as corporate and media customers.
Tom Glocer, Reuters Group Chief Executive, said: "Multex will play an important
part in "Fast Forward," our drive to become a more competitive, focused and
profitable information company. We know this company well. It offers compelling
information and products that are valued by financial professionals and
consumers alike. At a time of structural change in the financial markets, its
investment research assets and relationships are particularly attractive.
"We plan a quick and full integration that we expect to yield cost savings
within both organisations and that will enable us to take Multex's business to
scale with the help of Reuters global distribution infrastructure.
Multex and its talented staff will add lasting value to Reuters."
Isaak Karaev, Chairman and Chief Executive Officer of Multex, said: "Our
dedicated employees have worked extremely hard to make our company such a
success, and I am very excited by the possibilities of the combined
organisation. Since our inception, Multex has developed outstanding products and
has established solid relationships with our clients and partners. During these
years, we enjoyed an excellent working relationship with Reuters across both our
institutional and retail products and are familiar with each other's business.
"Reuters leading brand, scale, and market reach are exceptionally valuable
assets that will allow us to deepen our penetration into the markets we each
serve. I look forward to fully integrating our products and relationships with
Reuters. Together, we will enhance our competitive position, open up areas for
growth, and maximise our ability to offer high value products to our clients."
Karaev will become President of Reuters Investment Banking and Brokerage segment
after the acquisition closes.
The offer requires that sufficient shares be tendered for Reuters to obtain at
least a majority of Multex's fully diluted shares when added to the 6% interest
it already holds. Subject to satisfaction of its conditions, the tender offer is
expected to be completed by the end of March. Following the subsequent merger,
Multex will become a wholly-owned subsidiary of Reuters.
Under UK GAAP, Reuters expects the acquisition to reduce normalised profit
before tax by approximately (pound)10.0 million ($16.0 million) in 2003 as a
result of integration and financing costs. The acquisition is expected to have a
positive impact thereafter.
J.P. Morgan plc acted as financial advisor and Sullivan & Cromwell LLP served as
legal counsel to Reuters. Bear, Stearns & Co. Inc. acted as financial advisor
and Davis, Polk & Wardwell served as legal counsel to Multex. In addition,
MacKenzie Partners, Inc. has been retained by Reuters to act as Information
Agent for its tender offer.
Ends
Contact
Reuters:
Nancy Bobrowitz Tel: +1 917 662 9279
Corporate Communications - US
nancy.bobrowitz@reuters.com
Susan Allsopp Tel: +44 207 542
8404
Corporate Communicate - UK
susan.allsopp@reuters.com
Multex:
Deborah Lipson Hochberg Tel: +1 212 607 2601
Investor Relations & Corporate Strategy
lipsond@multex.com
Samantha Topping Tel: +1 646 576 5584
Director Global Media Relations
s.topping@multex.com
NOTE TO EDITORS:
MULTEX'S STOCKHOLDERS ARE ADVISED TO READ REUTERS TENDER OFFER STATEMENT ON
SCHEDULE TO AND MULTEX'S SOLICITATION/ RECOMMENDATION STATEMENT ON SCHEDULE
14D-9 WHEN THEY ARE AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
THE OFFER TO PURCHASE, THE RELATED LETTER OF TRANSMITTAL, AND CERTAIN OTHER
OFFER DOCUMENTS, AS WELL AS THE SOLICITATION/ RECOMMENDATION STATEMENT, WILL BE
MADE AVAILABLE TO SHAREHOLDERS OF MULTEX, AT NO EXPENSE TO THEM. THE SCHEDULE
TO, THE SCHEDULE 14D-9 AND OTHER FILED DOCUMENTS WILL ALSO BE AVAILABLE WITHOUT
CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT WWW.SEC.GOV.
COPIES OF THE TENDER OFFER MATERIALS AND THE SCHEDULE 14D-9 WILL ALSO BE ABLE TO
BE OBTAINED BY CONTACTING MACKENZIE PARTNERS AT (800) -322-2885 TOLL-FREE OR BY
EMAIL TO proxy@mackenziepartners.com. THIS PRESS RELEASE IS NEITHER AN OFFER TO
PURCHASE NOR A SOLICITATION OF AN OFFER TO SELL SECURITIES OF MULTEX. THE TENDER
OFFER WILL BE MADE SOLELY BY AN OFFER TO PURCHASE AND RELATED LETTER OF
TRANSMITTAL TO BE DISSEMINATED UPON THE COMMENCEMENT OF THE TENDER OFFER.
Reuters Forward-Looking Statements Disclaimer
This document contains certain forward-looking statements within the meaning of
the United States Private Securities Litigation Reform Act of 1995 with respect
to Reuters and Multex's financial condition, results of operations and business,
and management's strategy, plans and objectives for Reuters and Multex. In
particular, statements regarding the consummation of the transaction are subject
to risks that the closing conditions to the
transaction will not be satisfied, including the risks that sufficient tenders
by Multex shareholders are not received or that necessary regulatory approvals
are not obtained. In addition, statements regarding the expected benefits of the
transaction are subject to the risk that expected synergies will not be
achieved, risks related to the integration of the companies' operations and
products, and general risks associated with the companies' businesses. These
statements involve risk and uncertainty because they relate to events and depend
on circumstances that may occur in the future. There are a number of factors
that could cause actual results and developments to differ materially from those
expressed or implied by these forward-looking statements. For additional
information regarding such factors, please see the press release issued by
Reuters 18 February 2003 regarding its Strategy Update and 2002 Results
Highlight as well as "Risk Factors" in the Reuters Annual Report and Form 20-F
for the year ended 31 December 2002, and "Risk Factors" in the Multex Quarterly
Report on Form 10-Q for the quarterly period ended 30 September 2002. Copies of
the press release and Annual Report and Form 20-F, in the case of Reuters, and
the Quarterly Report on Form 10-Q, in the case of Multex, are available on
request from Reuters, 85 Fleet Street, London EC4P 4AJ and Multex, 100 William
Street, New York, 10038 respectively. Any forward-looking statements made by or
on behalf of Reuters speak only as of the date they are made. Reuters does not
undertake to update any forward-looking statements.
Multex Forward-Looking Statements Disclaimer
This press release includes forward-looking statements made under the safe
harbor provisions of The Private Securities Litigation Reform Act of 1995. Words
such as "anticipates," "expects," "intends," "plans," "believes," "seeks,"
"estimates," and similar expressions identify such forward-looking statements.
These statements are not guarantees of future performance. They are based on our
current expectations and projections about future events, and are subject to a
number of risks, uncertainties and assumptions about Multex that could cause
actual results to differ materially from those expressed herein. Such risks and
uncertainties are described in the periodic reports Multex files with the
Securities and Exchange Commission, including under the caption "Risk Factors
that May Affect Future Results" in our Annual Report on Form 10-K. Such risks
and uncertainties include, but are not limited to: Changing Internet markets and
economic conditions; downturns in the financial services industry; increasing
competition in our investment research, earnings estimates and ASP businesses;
the loss of existing customers or channel partners; our ability to attract and
retain highly skilled employees; uncertainty as to future U.S. and international
regulations governing the Internet; and potential failures of our network
infrastructure. Our reported results should not be considered an indication of
future performance. Unless required by law, Multex undertakes no obligation to
update forward-looking statements.
About Reuters
Reuters (www.about.reuters.com), the global information company, provides
indispensable information tailored for professionals in the financial services,
media and corporate markets. Our information is trusted and drives decision
making across the
globe based on our reputation for speed, accuracy and independence. We have
16,000 staff in 94 countries, including some 2,400 editorial staff in 197
bureaux serving approximately 130 countries, making Reuters the world's largest
international multimedia news agency. In 2002, the Reuters Group had revenues of
(pound)3.6 billion.
Reuters and the sphere logo are the trade marks of the Reuters group of
companies.
About Multex
Founded in 1993, Multex is a leading provider of global broker and independent
research, consensus and detailed analyst estimates, and comprehensive
fundamental and business information on more than 25,000 active companies
worldwide. Through multiple delivery channels, we serve the information needs of
investment management firms, broker-dealers, corporations and individuals. Based
in New York, Multex has over 550 employees in offices across North America,
Europe and Asia.
J.P. Morgan plc, which is regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for Reuters Group PLC as financial
adviser (within the meaning of the Rules of the Financial Services Authority)
and for no one else in connection with the proposed acquisition of Multex.com,
Inc. and will not be responsible to anyone other than Reuters Group PLC for
providing the protections afforded to clients of J.P. Morgan plc or for giving
advice in relation to the proposed acquisition of Multex.com, Inc.