Citi to Acquire ATD

Addition of Automated Trading Innovator To Create Top-Tier Liquidity Aggregator

NEW YORK--()--Citi Markets & Banking today announced it has agreed to acquire Automated Trading Desk (ATD), a leader in electronic market making and proprietary trading for approximately $680 million in cash and stock. The addition of ATD will make Citi a top-tier aggregator of equity order flow and will provide institutional, broker/dealer and retail clients with access to deeper pools of liquidity.

ATD will operate as a unit of Citis Global Equities business and complement the significant investment in electronic trading and execution the firm has made as well as enhance its traditional equities sales and trading capabilities. ATD adds a network of broker/dealer customers to Citis diverse base of institutional, broker/dealer and retail customers. Citi intends to leverage its global capabilities and expand ATDs technology and trading expertise to markets around the world which are experiencing similar growth in trading volume and electronic execution.

ATDs strong management team and the companys market-leading technology will help us provide best execution to all of our clients by enhancing liquidity through the aggregation of greater flow, said James Forese, Head of Global Equities at Citi. The combination of Citis Global Equities business and ATD will create a leading U.S. stock trading platform.

ATD will maintain its headquarters in Mount Pleasant, South Carolina. ATDs Chief Executive Officer Steven Swanson will retain his role as CEO of ATD and lead the global expansion and development of Citis electronic market making capabilities.

Citi offers ATD a unique opportunity to utilize our technology in both domestic and international markets. The combination of our businesses will position us as a leader amid the rapid evolution of global market structure, Swanson said. This combination will be an outstanding opportunity for our customer base.

The acquisition of ATD is the latest in a series of acquisitions and investments Citi has made in recent years to strengthen its electronic and alternative execution business. These acquisitions include Lava Trading, Knights options market making business, TD Waterhouse Capital Markets and the OnTrade ECN.

ATD has about 120 broker/dealer customers and trades, on average, more than 200 million shares a day. The company presently handles approximately 6 percent of NMS trading volume.

Total consideration for the purchase includes $102.6 million in cash and approximately 11.17 million shares of Citi stock. The transaction is expected to close in the third quarter and is subject to regulatory approval.

Citi Markets & Banking acted as financial advisor and Skadden, Arps, Slate, Meagher & Flom LLP served as primary legal counsel to Citi. Financial Technology Partners LP and FTP Securities LLC (together "FT Partners") acted as the exclusive strategic and financial advisors to ATD in this transaction and provided a fairness opinion to ATDs Board of Directors. Blank Rome LLP served as primary legal counsel for ATD in the transaction.

Citi, the leading global financial services company, has some 200 million customer accounts and does business in more than 100 countries, providing consumers, corporations, governments and institutions with a broad range of financial products and services, including consumer banking and credit, corporate and investment banking, securities brokerage, and wealth management. Citis major brand names include Citibank, CitiFinancial, Primerica, Citi Smith Barney and Banamex. Additional information may be found at www.citigroup.com or www.citi.com.

Certain statements in this document are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act. These statements are based on management's current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from those included in these statements due to a variety of factors. More information about these factors is contained in Citigroup's filings with the Securities and Exchange Commission.

ATD is a technology company specializing in the creation of systems for automated trading and customized equity execution solutions through its broker-dealer subsidiaries. ATD offers automated execution solutions in all domestic equity markets, including the listed, over-the-counter, exchange traded fund and bulletin board marketplaces. In 2006, ATD accounted for approximately 6% of all NYSE volume and 6% of all NASDAQ volume. ATD is the sole owner of Automated Trading Desk Financial Services, LLC and Automated Trading Desk Brokerage Services, LLC, both members NASD/SIPC.

Contacts

Citi
Media:
Stephen Cohen, 212-816-5300
Mobile: 347-489-6602
stephen1.cohen@citi.com
or
Equity Investors:
Arthur Tildesley, 212-559-2718
or
Fixed Income Investors:
Maurice Raichelson, 212-559-5091
or
ATD:
Media:
Mary Waggoner 843-789-2031
mwaggoner@atdesk.com

Contacts

Citi
Media:
Stephen Cohen, 212-816-5300
Mobile: 347-489-6602
stephen1.cohen@citi.com
or
Equity Investors:
Arthur Tildesley, 212-559-2718
or
Fixed Income Investors:
Maurice Raichelson, 212-559-5091
or
ATD:
Media:
Mary Waggoner 843-789-2031
mwaggoner@atdesk.com