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).
May 26, 2009
Building an Educational Platform like No Other
With the acquisition of thinkorswim Group Inc., and the market-leading
educational tools offered by Investools and Option Planet, following close, TD
AMERITRADE is poised to become a leader in client education.
John Bunch
Theres no question that the success of this integration starts with our people and our
ability to learn each others business. Over the last few weeks, my team has begun the
process of getting to know the Investools and Option Planet Associates, as well as
introducing them to the TD AMERITRADE team through town halls. These town halls will
continue to take place before and after closing to ensure all Associates have the
opportunity to participate.
The town halls have provided an outlet for Associates to voice their concerns and have given the
integration team a chance to address and begin work on several issues. As a result, we have
identified several work streams ranging from human resources to educational content and tools.
A second area of focus is Associate training. The integration team is working on plans to train TD
AMERITRADE, Investools, and Option Planet Associates on each others businesses. TD AMERITRADE
managers have also attended sessions, including an event on April 28 in Omaha, where they learned
about the Investools Investor toolbox and education workshops while establishing solid
relationships with their peers from Salt Lake City and Chicago. Option Planet Associates have also
had a chance to preview the TD AMERITRADE website, with much more planned in the weeks and months
ahead.
Looking Forward
The Education business will continue to run out of the Salt Lake City office following the close of
the acquisition. Over time, we will likely expand our Salt Lake City presence. Live events,
workshops and courses under the Investools name will continue. We will
also begin to integrate the offerings by rolling out a series of tests to define the best approach
for the future.
TD AMERITRADEs large client base creates a tremendous business opportunity as it relates to
education. Right now, the Branch Network, Centralized Sales and Investor Services have a great
business lead referral program. Expanding that program to include Investools and Option Planet is
an absolute priority following close, and were working hard to put the pieces in place to make
that happen. That includes Investools Associates beginning to identify asset-gathering
opportunities for our sales teams.
Another important short-term win will be developing a plan for marketing education to client
segments who traditionally may not have taken advantage of these tools, especially
long-term investors. TD AMERITRADEs 7 million clients are hungry for education, and we see
tremendous opportunity here, which is why we plan to test an integrated educational offering for
long-term investors after close.
Of course, a great deal of research is also taking place as it relates to pricing, including how we
plan to segment free and fee-based offerings, as well as how to brand this piece of the business.
Well have much more to share in future Integration Updates, including how we intend to use the
educational component of this acquisition to differentiate ourselves from key competitors.
As we approach the close of the acquisition, we will continue to keep everyone informed. By working
together, we can achieve much more than the sum of our parts all it takes is a commitment to pool
the combined talent and energy of both firms.
Thanks,
John Bunch
As always, we want to address your questions and concerns about the
integration. To the right, youll find a Submit Question link. Just click on
the green box and send us your question. Well address as many questions as
possible in future issues.
What happens to TD AMERITRADEs current educational content following close?
A major component of the integration is creating an educational offering that combines Investools
award-winning educational tools with existing educational content on TD AMERITRADEs brokerage
site. The integration team is working on ways to integrate the offerings in a way that adds value
for our clients and helps us to grow the brokerage business.
Additional Information and Where to Find It
In connection with the proposed acquisition of thinkorswim Group Inc., TD AMERITRADE has filed with
the Securities and Exchange Commission (the SEC) a Registration Statement on Form S-4 containing
a Proxy Statement/Prospectus of thinkorswim Group Inc. TD AMERITRADE and thinkorswim each plan to
file with the SEC other documents regarding the proposed transaction. The definitive Proxy
Statement/Prospectus will be mailed to shareholders of thinkorswim. INVESTORS AND SECURITY HOLDERS
OF THINKORSWIM ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE
SEC CAREFULLY IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain
free copies of the Registration Statement and the Proxy Statement/Prospectus and other documents
filed with the SEC by TD AMERITRADE and thinkorswim through the Web site maintained by the SEC at
www.sec.gov. In addition, investors and security holders may obtain free copies of the Registration
Statement and the Proxy Statement/Prospectus from TD AMERITRADE by contacting TD AMERITRADE
Investor Relations at www.amtd.com under the Investor Relations heading, or by mail at TD
AMERITRADE Investor Relations, 4211 S. 102 Street, Omaha, NE 68124, or by telephone at (800)
237-8692 or from thinkorswim by contacting thinkorswim Investor Relations at www.thinkorswim.com
under the Investor Relations heading, or by mail at thinkorswim Group Inc., Investor Relations,
13947 Minuteman Drive, Draper, UT 84020, or by telephone at (612) 201-2363.
Participants in the thinkorswim Acquisition
TD AMERITRADE and thinkorswim, and their respective directors and executive officers, may be deemed
to be participants in the solicitation of proxies in respect of the proposed transaction.
Information regarding the special interests of these directors and executive officers in the
proposed transaction will be included in the
Proxy Statement/Prospectus described above. Additional information regarding TD AMERITRADEs
directors and executive officers is contained in TD AMERITRADEs proxy statement for its 2009
Annual Meeting of Stockholders, which was filed with the SEC on January 6, 2009. Additional
information regarding thinkorswims directors and executive officers is contained in thinkorswims
annual report on form 10-K, which was filed with the SEC on March 16, 2009. These documents are
available free of charge at the SECs Web site at www.sec.gov and from TD AMERITRADE by contacting
TD AMERITRADE Investor Relations at www.amtd.com under the Investor Relations heading, or by mail
at TD AMERITRADE Investor Relations, 4211 S. 102 Street, Omaha, NE 68124, or by telephone at (800)
237-8692 or from thinkorswim by contacting thinkorswim Investor Relations at www.thinkorswim.com
under the Investor Relations heading, or by mail at thinkorswim Group Inc., Investor Relations,
13947 Minuteman Drive, Draper, UT 84020, or by telephone at (612) 201-2363.
TD AMERITRADE, Inc., member FINRA/SIPC is a subsidiary of TD AMERITRADE Holding Corporation.
thinkorswim, Inc., member FINRA/SIPC/NFA is a subsidiary of thinkorswim Holdings, Inc., which
is a subsidiary of thinkorswim Group, Inc.