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8-K - FORM 8-K - optionsXpress Holdings, Inc. | c21428e8vk.htm |
Exhibit 99.1

CHICAGO, IL, August 12, 2011 optionsXpress Holdings, Inc. (NasdaqGS: OXPS) today reported that
optionsXpress and The Charles Schwab Corporation (NYSE: SCHW) have obtained all regulatory
approvals that are required to complete the previously announced transactions contemplated by the
Agreement and Plan of Merger (the Merger Agreement), dated March 18, 2011, by and among
optionsXpress, Schwab and Neon Acquisition Corp., a Delaware corporation and wholly-owned direct
subsidiary of Schwab. This represents a significant step forward towards completion of the
transaction.
The transaction is expected to close in the third quarter of 2011 and is subject to customary
closing conditions, including approval of stockholders of optionsXpress. The special meeting of
stockholders of optionsXpress to vote upon the proposal to approve and adopt the Merger Agreement
is scheduled to occur on August 30, 2011.
Safe Harbor
This communication contains forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking
statements include statements that refer to expectations, projections or other characterizations of
future events or circumstances and are identified by words such as believe, anticipate,
expect, estimate, intend, plan, will, may, aim, target, could, should,
continue, build, improve, growth, increase, and other similar expressions. These
forward-looking statements relate to the business combination transaction involving The Charles
Schwab Corporation (Schwab) and optionsXpress Holdings, Inc. (optionsXpress), including
expected synergies; timing of closing; client and stockholder benefits; management; accretion;
growth; client retention; and merger-related charges which reflect managements beliefs, objectives
and expectations as of the date hereof. Achievement of the expressed beliefs, objectives and
expectations is subject to risks and uncertainties that could cause actual results to differ
materially from those beliefs, objectives or expectations. Important transaction-related factors
that may cause such differences include, but are not limited to, the risk that expected revenue,
expense and other synergies from the transaction may not be fully realized or may take longer to
realize than expected; the parties are unable to successfully implement their integration
strategies; failure of the parties to satisfy the closing conditions in the merger agreement in a
timely manner or at all, including the failure of the optionsXpress stockholders to approve the
merger; and disruptions to the parties businesses as a result of the announcement and pendency of
the merger. Other important factors include general market conditions, including the level of
interest rates, equity valuations and trading activity; the parties ability to attract and retain
clients and grow client assets/relationships; competitive pressures on rates and fees; the level of
client assets, including cash balances; the impact of changes in market conditions on money market
fund fee waivers, revenues, expenses and pre-tax margins; capital needs; the parties ability to
develop and launch new products, services and capabilities in a timely and successful manner; the
effect of adverse developments in litigation or regulatory matters; any adverse impact of financial
reform legislation and related regulations; and other factors set forth in Schwabs and
optionsXpress Annual Reports on Form 10-K for the fiscal year ended December 31, 2010. Schwab and
optionsXpress disclaim any obligation and do not intend to update or revise any forward-looking
statements.
In connection with the proposed transaction, Schwab filed with the Securities and Exchange
Commission (SEC) a registration statement on Form S-4 that included a proxy statement/prospectus
for the stockholders of optionsXpress. optionsXpress mailed the final proxy statement/prospectus
to its stockholders on or about July 29, 2011. Investors and security holders are urged to read
the proxy statement/prospectus regarding the proposed transaction and other relevant documents
filed with the SEC because they contain important information. Copies of all documents filed with
the SEC regarding the proposed transaction may be obtained, free of charge, at the SECs website
(http://www.sec.gov). These documents, when available, may also be obtained, free of charge, from
Schwabs website, www.aboutschwab.com/investor, under the tab Financials and SEC Filings or from
optionsXpress website, www.optionsXpress.com/investor, under the item SEC Filings.
Participants in the Transaction
Schwab, optionsXpress and their respective directors, executive officers and certain other members
of management and employees may be deemed to be participants in the solicitation of proxies from
the optionsXpress stockholders in respect of the proposed transaction. Information regarding the
persons who may, under the rules of the SEC, be deemed to be participants in the solicitation of
the stockholders of optionsXpress in connection with the proposed transaction are set forth in the
proxy statement/prospectus as filed with the SEC on July 27, 2011. Information about Schwabs
executive officers and directors is available in Schwabs Annual Report on Form 10-K filed with the
SEC on February 25, 2011 and Schwabs definitive proxy statement filed with the SEC on March 30,
2011, as amended on May 9, 2011. Information about optionsXpress executive officers and directors
is available in optionsXpress Amendment No. 1 to the Annual Report on Form 10-K filed with the SEC
on April 27, 2011. You can obtain free copies of these documents from Schwab and optionsXpress
using the contact information above.
FOR FURTHER INFORMATION:
optionsXpress Investor Hotline (877) 280-9010