30.06.2006 11:34:00
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The Bank of New York, Eze Castle Software and GTCR Golder Rauner Join Forces to Form New Company Focused on Trade Execution, Order Management and Related Services
The Bank of New York Company, Inc. is joining forces with EzeCastle Software and GTCR Golder Rauner, LLC, a private equity firm, toform a new company that will bring together BNY Securities Group'strade execution, commission management, independent research andtransition management businesses with Eze Castle Software, a leadingprovider of trade order management and related investmenttechnologies.
The new firm, to be called BNY ConvergEx Group, is expected to beestablished by the end of September, pending regulatory approval. Thenew company will be a leading global agency brokerage and technologycompany offering a complete spectrum of pre-trade, trade, andpost-trade solutions for traditional money managers, hedge funds,broker-dealers, corporations and plan sponsors. The company'scomprehensive suite of services, advanced technology offerings andbreadth of distribution channels will enable its customers to manageall aspects of the trade life-cycle, including idea generation,research, analysis, trading and execution, risk management, complianceand portfolio management. It will also have a strong capital base tosupport its future growth.
The Bank of New York Company and GTCR Golder Rauner will each holda 35.4 percent stake in the new company, with the balance held by EzeCastle Software's investors and BNY ConvergEx Group's management team.The new company, with proforma 2005 revenues of approximately $340million, will be an affiliate of The Bank of New York and will bereflected on the Company's financial statements as an equityinvestment. The transaction is not expected to result in any net gainor loss for The Bank of New York and is expected to be neutral toearnings.
In addition to Eze Castle Software, the BNY Securities Groupbusinesses to be included in BNY ConvergEx Group will be BNYBrokerage, Lynch, Jones & Ryan, G-Port, Westminster Research and BNYJaywalk. Each business will retain its respective brand name andcontinue to operate as it does today, while taking advantage of thecombined capabilities of BNY ConvergEx Group. In addition, The Bank ofNew York's B-Trade and G-Trade businesses are expected to become partof BNY ConvergEx Group in 2008, although in the interim they willcontinue to be owned by The Bank of New York. The Bank of New YorkCompany's Pershing subsidiary, a leading global provider of clearingand financial services outsourcing, is not included in thetransaction.
"The formation of BNY ConvergEx Group creates a new, more powerfulorganization that combines our current capabilities with one of theleading trade order management providers, backed by a leading privateequity firm," said Thomas A. Renyi, chairman and chief executiveofficer of The Bank of New York Company. "By establishing BNYConvergEx Group, we will be well positioned to accelerate the capitalinvestments needed for expanding the products and services that willallow us to win and grow in a rapidly changing marketplace. As anaffiliate, BNY ConvergEx Group will continue to be an integral part ofThe Bank of New York's offerings, providing a broader array of agencybrokerage, order management and global transition management solutionsto our institutional clients worldwide. In addition, the new firm willrepresent an attractive equity investment for us."
The BNY ConvergEx Group brand name was chosen to reflect theconvergence of technologies required to provide open solutions thatspan the investment cycle. Approximately 635 employees from BNYSecurities Group and Eze Castle Software will become part of BNYConvergEx Group. BNY ConvergEx Group will have a global presence inNew York, Boston, San Francisco, Chicago, Dallas, Stamford, London,Bermuda, Tokyo, Hong Kong, and Sydney.
"The dynamic, ongoing evolution of the financial marketplace hascreated the need for flexible, innovative technology solutionsproviders," said Joseph M. Velli, senior executive vice president ofThe Bank of New York and the future chairman and chief executiveofficer of BNY ConvergEx Group. "BNY ConvergEx Group will provideintegrated trade execution, independent research, commissionmanagement and trade order management services. This will be anentrepreneurial organization that will move quickly to enhance andexpand our product offerings, leveraging our collective experience andmarket leadership to create superior growth. Additionally, as anaffiliate of the Bank, BNY ConvergEx Group will enable The Bank of NewYork to strengthen its technologies and service offerings to its coreclient base."
"I am very excited that Eze Castle Software will become part of anew, leading-edge business model that will combine the power oftechnology with the execution and research capabilities of BNYSecurities Group," said Sean McLaughlin, founder and chairman of EzeCastle Software. "Many of our clients have been demanding betterintegration across the investment and trading workflow. BNY ConvergExGroup will be uniquely positioned to deliver the solutions thatclients require."
"Our team at Eze Castle Software is pleased to be joining with BNYSecurities Group to harness the combined power of our two firms," saidThomas P. Gavin, chief executive officer of Eze Castle Software. "Ourindustry-leading trade order management capabilities have helpedinvestment management firms worldwide to automate their investmentprocesses, and we look forward to providing an even broader suite ofinvestment technology solutions as part of BNY ConvergEx Group."
Conference Call Information
The Bank of New York Company will hold a webcast and conferencecall for analysts and investors to discuss the details of thisannouncement on Friday, June 30, 2006, at 8:30 a.m. EDT. Thepresentation will be accessible from the Company's website atwww.bankofny.com/presentations and also by telephone at 888-677-2456within the United States or 517-623-4161 internationally. The passcodeis "The Bank of New York." A recorded replay of the presentation willalso be available on the Company's website and by telephone at866-436-9402 within the United States or 203-369-1043 internationallyafter the presentation's conclusion.
About GTCR Golder Rauner, LLC
Founded in 1980, GTCR Golder Rauner, LLC is a leading privateequity investment firm and long-term strategic partner for outstandingmanagement teams. The Chicago-based firm pioneered the investmentstrategy of identifying and partnering with exceptional executives tobuild leading companies through a combination of acquisitions andstrong internal growth. GTCR currently manages more than $8 billion ofequity capital invested in a wide range of companies and industries.GTCR is the leading private equity investor in transaction processingand payments companies. For more information, visit www.gtcr.com.
About Eze Castle Software
Since 1995, Eze Castle Software has provided investment managementfirms with cutting-edge technology solutions to automate theinvestment process. With over 270 clients and offices in Boston, NewYork, San Francisco, Stamford, and London, Eze Castle Software is oneof the largest order management product firms in the industry. EzeCastle Software's Product Suite provides multi-strategy globalinvestment managers with the technology to support multi-asset-classorder management, compliance, portfolio modeling, electronic trading,third-party data integration, mobile connectivity, real-time p/l, andcommission management.
About The Bank of New York Company
BNY Securities Group is the global institutional agency brokerageorganization of The Bank of New York Company, Inc. BNY SecuritiesGroup businesses to be included in BNY ConvergEx Group are BNYBrokerage Inc. (member NYSE, NASD, SIPC), Lynch, Jones & Ryan, Inc.(member NASD, SIPC), G-Port, Westminster Research Associates, Inc.(member NASD, SIPC) and BNY Jaywalk, Inc. BNY Brokerage is a premierinstitutional agency brokerage firm that provides full-value brokeragesolutions to institutional asset owners, asset managers, andbroker-dealers worldwide. It offers a full range of executionservices, including specialized global transition managementcapabilities, commission management services, research and wholesaleservices. Lynch, Jones & Ryan, a subsidiary of BNY Brokerage, is apioneer and global leader in commission recapture, providing servicesto over 2,000 funds worldwide with assets totaling more than $3trillion. G-Port provides electronic global trading, liquidations andtransitions. Westminster Research is a broker-dealer providing accessto independent research coupled with a unique multiple tradingapproach to execution. BNY Jaywalk is a leading provider of investmentresearch.
The Bank of New York Company, Inc. (NYSE: BK) is a global leaderin providing a comprehensive array of services that enableinstitutions and individuals to move and manage their financial assetsin more than 100 markets worldwide. The Company has a long traditionof collaborating with clients to deliver innovative solutions throughits core competencies: securities servicing, treasury management,asset management, and private banking. The Company's extensive globalclient base includes a broad range of leading financial institutions,corporations, government entities, endowments and foundations. Itsprincipal subsidiary, The Bank of New York, founded in 1784, is theoldest bank in the United States and has consistently played aprominent role in the evolution of financial markets worldwide.Additional information is available at www.bankofny.com.
Forward Looking Statements
All statements in this press release other than statements ofhistorical fact are forward looking statements including, among otherthings, statements about the expected effect of the transaction,projections with respect to revenue and earnings and the Company'splans and objectives and as such are subject to risks anduncertainties that could cause actual results to differ materiallyfrom those expressed in the forward looking statements. These includelower than expected performance or higher than expected costs inconnection with the transaction, inaccuracies in managementprojections or market forecasts, the actions that management couldtake in response to these changes and other factors described underthe heading "Forward Looking Statements and Factors That Could AffectFuture Results" in the Company's 2005 Form 10-K, which has been filedwith the SEC and is available at the SEC's website (www.sec.gov).
Forward looking statements speak only as of the date they aremade. The Company will not update forward looking statements toreflect factual assumptions, circumstances or events that have changedafter a forward looking statement was made.
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