e425
Filed by TD Ameritrade Holding Corporation Pursuant to Rule 425
Under the Securities Act of 1933
And Deemed Filed Pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Subject Company: TD Ameritrade Holding Corporation
Commission File No.: 0-49992
This filing relates to the proposed transactions pursuant to the terms of that certain Agreement
and Plan of Merger, dated as of January 8, 2009 (the Merger Agreement), by and among TD
AMERITRADE Holding Corporation (TD Ameritrade), Tango Acquisition Corporation One (Merger Sub
One), a wholly owned subsidiary of TD Ameritrade, Tango Acquisition Corporation Two (Merger Sub
Two), a wholly owned subsidiary of TD Ameritrade, and thinkorswim Group, Inc. (thinkorswim).
thinkorswim Associates:
On behalf of TD AMERITRADE, I want to take this opportunity to let you know how much we are looking
forward to having you join our firm. We recognize that you are part of an extremely talented team
that has successfully built thinkorswim into an industry leader.
We are excited about the opportunities ahead as we combine the best of both companies. Together, by
combining our complementary businesses, we will be a leader in daily average revenue trades and
retail options trades per day. By joining TD AMERITRADE your advanced trading technology and
state-of-the-art Investools education program will be available to nearly 7 million retail client
accounts. We also plan to leverage your education program as a client acquisition channel and
expand it over time to include programs for long-term investing.
I hope you are as excited as we are about these future opportunities. TD AMERITRADE is a strong and
stable company with a healthy cash flow and the resources we need to succeed, even in tough
markets. The addition of thinkorswim will make us even stronger.
We expect the deal to close within the next six months. I understand that this delay may create
uncertainty for you, both personally and professionally, and I want you to know that TD AMERITRADE
and thinkorswim are committed to doing everything we can to help you through this transition. Until
close, we must operate as separate companies, but we plan to communicate frequently so that you
have the most up-to-date information about the status of the transaction, and we want you to feel
free to express your concerns and ask questions.
To get the process started, I plan to attend your town hall meetings next week in Chicago and Salt
Lake City, and I am looking forward to meeting as many of you as possible. In the meantime, we have
compiled some questions and answers that we think may answer some of your initial questions. These
are attached below.
In closing, I want to ask for your patience as we work to close this deal and finalize details of
the integration. We are extremely pleased that Tom Sosnoff and Scott Sheridan will be staying with
us to lead the active trader business, and that Lee Barba has also agreed to help us with the
integration of the education business. All of us are committed to ensuring a smooth transition for
you and your clients.
This transaction clearly positions us for greater success and enhanced growth opportunities.
Together we will create a clear leader in the industry with a best-in-class platform for traders,
investors and registered investment advisors.
Thank you,
Fred Tomczyk
CEO, TD AMERITRADE
QUESTIONS & ANSWERS
For associates of thinkorswim Group Inc.
January 8, 2009
OVERVIEW
The Questions & Answers below provide information for employees of thinkorswim related to the
acquisition by TD AMERITRADE. The information is organized to assist you in answering general
questions about the agreement and questions specifically related to how the agreement may affect
you.
Note: Specific questions from thinkorswim clients should be directed to client service
representatives at your company. Specific highlights and terms of the deal can be found in the
press release and additional FAQs available on www.thinkorswim.com or www.AMTD.com.
KEY MESSAGES REGARDING THE DEAL
For additional information related to highlights of the deal, please see the press release and Web
FAQs.
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TD AMERITRADE has announced plans to acquire thinkorswim Group Inc., including its
brokerage and education businesses, in a cash and stock deal valued at approximately $606
million. |
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The deal, which will require regulatory and thinkorswim shareholder approval, is expected
to close within the next six months. |
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thinkorswim is an industry leader in trader technology, and this acquisition will bring
thinkorswims innovative and advanced trader technology to nearly seven million TD AMERITRADE
retail client accounts. |
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The combined company, in bringing together its complementary platforms, will be a leader in
both retail options trades per day and daily average revenue trades (DARTs). |
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TD AMERITRADE plans to leverage thinkorswims state-of-the-art Investools trader education
program as an acquisition channel and expand it over time to include programs for long-term
investing, helping to drive our asset gathering strategy. |
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Clients should expect no immediate impact to their accounts or the way they trade. All
clients will receive more detailed information about what they can expect from the combined
company after the acquisition is completed. |
INTERNAL ASSOCIATE QUESTIONS
Note: The following questions and answers are for internal use only.
How will this deal affect me?
The thinkorswim team is very talented, and we look forward to having most of you join our firm. For
the near-term, until the deal closes, we continue to operate as separate companies and there will
be no change in any thinkorswim employees job status as a result of this transaction. Once the two
companies are combined, of course, there will be changes. TD AMERITRADE is committed to doing
whatever we can to help make this integration and transition as easy as possible for you. You are
part of a very successful company and we are excited to have this opportunity to combine the best
of both of our teams.
Will there be job loss as a result of this deal?
Again, we look forward to having most of the thinkorswim team join our firm. There will be no
change in any thinkorswim employees job status as a result of this transaction until the deal
closes, and in addition everyone will be needed for at least 60 days after the closing date.
Longer term, while we will work to minimize job loss through attrition and by limiting external
hiring, the reality is that we expect there will be staff reductions where necessary, such as where
duplication and overlap exist.
We and thinkorswim are committed to treating all associates fairly, honestly and with respect. We
are committed to communicating with you frequently, so that you have the most up-to-date
information to answer your questions.
Between now and the close of the deal, an integration team of senior management from both companies
will begin planning at a high level while still respecting the fact that we remain two publicly
traded companies who are competitors. The expertise, skills and the relationships youve built will
be invaluable as we move forward, and clients will continue to need the high level of service you
provide.
Will employees whose jobs are eliminated be eligible for severance?
Yes. Non-executive employees whose positions are eliminated as a result of this deal will be
eligible for a severance package. If your job is eliminated and you stay in your position until
your release date, you will be paid three weeks of severance for each completed year of service, up
to a maximum of 52 weeks. Years of completed service are based on your most recent hire date. The
minimum amount of severance would be four weeks. During the severance period, you are eligible for
health benefits, and TD AMERITRADE will pay the employer portion of the premiums. Supplemental
severance may be available to some associates whose positions are being eliminated but who are
needed beyond the 60-day transition period. Terms of the severance package for senior management
individuals with employment agreements and senior executives will be communicated individually.
Additional
terms and conditions regarding your eligibility to receive this severance package will be provided
once details are finalized.
When do you think employees will know about future plans?
As weve said, there will be no change in any thinkorswim employees job status as a result of this
transaction until the deal closes, and for at least 60 days after the close date. Within the first
30 days after the closing, we hope to establish and communicate organizational plans and notify any
associate whose job is impacted.
BENEFITS
Will our insurance benefits change?
Your current health benefits will continue at least through the end of the 2009 calendar year.
Going forward, all TD AMERITRADE insurance programs and policies will be adopted. We are planning
to have everything integrated by January 2010.
What will happen to my 401(k) account?
TD AMERITRADE has a very competitive 401(k) program and you will be eligible to participate in that
program. We are reviewing the thinkorswim 401(k) plan, but no decisions have been made regarding
the transition. We will follow up with detailed information once these decisions are made.
What kind of benefits program does TD AMERITRADE have?
TD AMERITRADE offers a competitive benefits package that includes medical, vision, dental, short-
and long-term disability, accidental death and dismemberment and life insurance coverage, along
with dependent and health care spending accounts, a 401(k) plan with corporate matching, annual
profit sharing, and a tuition reimbursement program. TD AMERITRADE also offers a Paid Time Off
program, which gives associates flexibility in how they spend their paid time outside of work.
Other programs include Wellness, including gym membership reimbursement, a Service Recognition
Program, and a Flexible Work Arrangement policy. Details of all of these plans will be communicated
in the very near future.
How will you recognize years of service with thinkorswim?
For purposes of vesting, paid time off, severance and other benefits, you will receive credit for
completed years of service (from your most recent hire date) at thinkorswim.
What happens to my thinkorswim stock options?
All stock options that are at or in-the-money based on the per-share acquisition price will be
assumed and converted to TD AMERITRADE options using an option exchange ratio, and current vesting
terms and conditions will remain the same. Employees will have the opportunity to tender any
out-of-the-money options for cancellation and replacement with an equivalent fair value of
THINKORSWIM restricted stock units, which will be converted to TD AMERITRADE restricted stock units
upon closing. Terms and plan details will be communicated in the near future once details are
finalized.
What holidays does TD AMERITRADE observe?
TD AMERITRADE recognizes all holidays that are observed by the markets. This includes New Years
Day, Martin Luther King Jr.s birthday, Presidents Day, Good Friday, Memorial Day, Independence
Day, Labor Day, Thanksgiving Day and Christmas Day. However, our client service centers are open 24
hours a day, seven days a week, so associates working within those organizations may have a
slightly different schedule. Any work on a market holiday is considered overtime, so appropriate
adjusted compensation for hourly associates would apply.
Will I have to move to another location?
It is too early in the process to determine long-term plans. Right now, we dont foresee the need
to move associates from their current locations.
GENERAL
Where is TD AMERITRADEs headquarters?
TD AMERITRADEs headquarters is in Omaha, Neb. We also operate from large facilities in Jersey
City, NJ, Columbia, MD, Fort Worth, Texas, and San Diego, CA, and we have a network of more than
100 branches across the country.
How will the company be organized?
We are pleased to announce that Tom Sosnoff and Scott Sheridan, founders of thinkorswim will join
TD AMERITRADE and continue to lead the active trader side of the business. Tom Sosnoff will report
directly to TD AMERITRADE CEO Fred Tomczyk. Lee Barba has also agreed to join TD AMERITRADE to help
us through integration of the education business. He will also report to Fred.
Will thinkorswim brokerage clients be converted to the TD AMERITRADE system?
Until the transaction closes, it will be business as usual for thinkorswim brokerage clients. An
integration team made up of representatives from both companies will begin working on a high-level
integration plan. We believe right now that we will transition thinkorswim options trades to route
through TD AMERITRADEs proprietary clearing platform, and we will integrate existing TD AMERITRADE
trader tools, starting with our desktop applications, into thinkorswims application architecture.
Futures and FX will continue to execute through Penson.
What are the plans for thinkorswims education business?
thinkorswim has built a premier education offering. Once the transaction closes, we will begin
offering this program to our large and diverse client base. We will add content over time,
including programs focused on long-term investing topics, to help even more of our clients to trade
and invest with confidence. Until the transaction closes, it will be business as usual for
thinkorswims education business.
What ticker symbol will the combined company trade under?
TD AMERITRADE will continue to trade under the symbol AMTD. Once the transaction has closed, shares
of SWIM will no longer be available.
What will happen to the thinkorswim brand?
Post-integration, we anticipate the company will operate under the TD AMERITRADE brand.
TD AMERITRADE Holding Corporation. TD AMERITRADE, Inc., member FINRA/SIPC. TD AMERITRADE is a
trademark jointly owned by TD AMERITRADE IP Company, Inc. and The Toronto-Dominion Bank.
Forward-looking Statements
Information in this document contains forward-looking statements, which involve a number of risks
and uncertainties. thinkorswim Group Inc. (thinkorswim) and TD AMERITRADE Holding
Corporation (TD AMERITRADE) caution readers that any forward-looking information is not a
guarantee of future performance and that actual results could differ materially from those
contained in the forward-looking information. All such forward-looking statements include, but are
not limited to, statements about the benefits of the business combination transaction involving
thinkorswim and TD AMERITRADE, including future financial and operating results, the new companys
plans, objectives, expectations and intentions and other statements that are not historical facts.
The following factors, among others, could cause actual results to differ from those set forth in
the forward-looking statements: the ability to obtain regulatory approvals of the transaction on
the proposed terms and schedule; the failure of thinkorswim stockholders to approve the
transaction; the risk that the businesses will not be integrated successfully; the risk that the
cost savings and any other synergies from the transaction may not be fully realized or may take
longer to realize than expected; disruption from the transaction making it more difficult to
maintain relationships with customers, employees or suppliers; competition and its effect on
pricing, spending, third-party relationships and revenues. Additional factors that may affect
future results are contained in thinkorswims and TD AMERITRADEs filings with the SEC, which are
available at the SECs web site http://www.sec.gov. thinkorswim and TD AMERITRADE disclaim
any obligation to update and revise statements contained in these materials based on new
information or otherwise.
Additional Information and Where to Find It
In connection with the proposed merger, TD AMERITRADE will file with the Securities and Exchange
Commission (the SEC) a Registration Statement on Form S-4 that will include a proxy statement of
thinkorswim that also constitutes a prospectus of TD AMERITRADE. thinkorswim will mail the proxy
statement/prospectus to its stockholders. TD AMERITRADE and thinkorswim urge investors and
security holders to read the proxy statement/prospectus regarding the proposed merger when it
becomes available because it will contain important information. You may obtain a free copy of the
proxy statement/prospectus (when available) and other related documents filed by thinkorswim and TD
AMERITRADE with the SEC at the SECs website at www.sec.gov. The proxy
statement/prospectus (when it is available) and the other documents may also be obtained for free
by accessing thinkorswims website at www.thinkorswim.com by clicking on the link for Investors,
then clicking on the link for Financial Reports and then clicking on the link for SEC Filings
or by accessing TD AMERITRADEs website at www.amtd.com and clicking on the Investor Relations
link and then clicking on the link for SEC Filings.
Participants in this Transaction
thinkorswim, TD AMERITRADE and their respective directors, executive officers and certain other
members of management and employees may be soliciting proxies from thinkorswim stockholders in
favor of the merger. Information regarding the persons who may, under the rules of the SEC, be
considered participants in the solicitation of thinkorswim stockholders in connection with the
proposed merger will be set forth in the proxy statement/prospectus when it is filed with the
SEC. You can find information about thinkorswims executive officers and directors in thinkorswims
definitive proxy statement filed with the SEC on April 29, 2008. You can find information about TD
AMERITRADEs executive officers and directors in their definitive proxy statement filed with the
SEC on Jan. 6, 2009. You can obtain free copies of these documents from thinkorswim or TD
AMERITRADE using the contact information above.