thinkorswim Group in Cash/Stock Merger with TD Ameritrade

January 12, 2009

Cleary Gottlieb is representing thinkorswim Group, Inc. in its cash/stock merger with TD Ameritrade. The consideration, representing a 54% premium for thinkorswim stockholders based on the last trading day before announcement, consists of a combination of $3.34 in cash and 0.3980 of an Ameritrade share. The merger is expected to close over the next six months after the receipt of FINRA, HSR and other regulatory clearances and the approval by the stockholders of thinkorswim.

TD Ameritrade, through its brokerage subsidiaries, provides investment products and services for millions of retail investor and independent registered investment advisor clients.

thinkorswim Group offers market-leading online brokerage, investor education and related financial products and services for self-directed investors and active traders. The award-winning online brokerage division of thinkorswim provides a suite of trading platforms serving self-directed and institutional traders and money managers. thinkorswim customers trade a broad range of products including stock and stock options, index options, futures and futures options, forex, mutual funds and fixed income. Investools’ Education Group, a subsidiary of thinkorswim Group, offers a full range of investor education products and services that provide lifelong learning in a variety of interactive delivery formats. Investools’ graduates can then apply what they’ve learned by trading with thinkorswim’s online brokerage platforms.