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Press Release
SOURCE: Ashton Technology Group, Inc.
The Ashton Technology Group, Inc. and Subsidiary of OptiMark Holdings, Inc.
Announce Strategic Investment and Bridge Financing
OptiMark Innovations Inc. to Provide Ashton With $30 Million in Intellectual
Property and Operating Capital; Other Parties Provide $500,000 Bridge
Financing
PHILADELPHIA & JERSEY CITY, N.J.--(BUSINESS WIRE)--Feb. 5, 2002-- The Ashton
Technology Group, Inc. (BB: ASTN.OB) and OptiMark Innovations Inc., a
corporation owned by affiliates of SOFTBANK Capital Partners and OptiMark,
Inc. (OptiMark), a wholly owned subsidiary of OptiMark Holdings, Inc.,
announced today the signing of a definitive agreement representing a
strategic investment in Ashton.
Additionally, Ashton announced that HK Weaver Group Limited has agreed to
provide Ashton with up to $500,000 in bridge financing.
As part of the agreement with Ashton, upon closing, OptiMark Innovations
will provide Ashton with assets valued at $30 million, including $10 million
in cash, as well as intellectual property, licenses and management
expertise. In return, OptiMark Innovations will own at least 80% of the
outstanding shares of Ashton. Closing of the transaction is contingent upon,
among other things, shareholder approval to increase the number of Ashton's
authorized shares, completion of certain creditor negotiations, closing of a
private equity investment in OptiMark Innovations and installation of a new
Board of Directors commensurate with OptiMark Innovation's ownership stake
in Ashton.
Upon closing of the strategic investment, Ashton will, through broker-dealer
subsidiaries, offer a unique service for sell-side firms acting as agents,
to offer cost-effective guaranteed Volume Weighted Average Price (VWAP)
orders to their clients. To provide these guaranteed VWAP orders, Ashton
will become a principal trading firm using state-of-the-art electronic
trading algorithms that over the past five years have demonstrated the
viability of this approach by achieving returns approximating VWAP. Ashton
will continue to operate its eVWAP
facility for orders submitted
anonymously from buy-side institutions.
Upon the closing of the transaction, Robert Warshaw, OptiMark's Chief
Executive, will become interim CEO of Ashton, replacing Fred Rittereiser.
Trevor Price, OptiMark's Executive Vice President for Product Strategy and
Marketing, will become Ashton's Chief Operating Officer. James Pak,
OptiMark's Executive Vice President for Strategic Development, will become
Ashton's Chief Financial Officer. Fred Weingard, Ashton's Chief Technology
Officer, will retain that position and his board seat. Additionally, William
Uchimoto will continue as Ashton General Counsel and a member of the
executive management team. Jennifer Andrews will keep her current
responsibilities and will assume the title of Executive Vice President,
Finance.
Mr. Warshaw said, ``Ashton, under Fred Rittereiser's visionary leadership
and innovation, has laid the foundation for what we believe can become a
highly profitable business. We bring, in addition to needed operating
capital, the critical ability as principal traders, to provide liquidity and
guaranteed fills for VWAP orders for the sell-side firms.'' Mr. Warshaw
added that Mr. Rittereiser would serve as a special advisor to the Board of
Directors
Mr. Rittereiser said, ``OptiMark Innovation's intellectual property,
technical support, operating capital and strong Wall Street relationships
were key ingredients in the strategic partnership. The combination will
create a stronger, well-capitalized firm which will accelerate the
implementation of a new competitive business model.''
New Ashton Management Team
As part of the strategic relationship, OptiMark professionals will work with
Ashton to facilitate implementation of the technology, expedite the launch
of Ashton's new business and oversee the steps that the combined management
believes are necessary to make the company profitable.
Mr. Warshaw has spent the last 21 years responsible for delivery of systems
to major trading firms and exchanges in the US, Europe and Japan. He has
been with OptiMark since November 1999 and served as Chief Technology
Officer prior to becoming CEO. Before joining OptiMark, Mr. Warshaw was
Chief Information Officer at Lazard Freres & Co. LLC. During his tenure at
Lazard, Mr. Warshaw was responsible for systems strategy, development and
operations for all of Lazard's Investment Banking, Capital Markets groups in
the U.S., as well as for Lazard's Global Asset Management group. In
addition, he was responsible for many firm-wide administrative functions.
Prior to Lazard, Mr. Warshaw was a partner at McKinsey & Company, in their
financial services practice. Mr. Warshaw has an undergraduate degree from
the University of Pennsylvania and a Masters in Management from Northwestern
University's Kellogg School of Management.
Mr. Price has been responsible for identifying, evaluating and building new
business models that leverage OptiMark's state-of-the-art technology and
patents. Prior to Optimark, Mr. Price was Chairman, CEO and Founder of
SavvyJack, Inc., a business-to-business e-commerce application services
provider that enabled companies to market and sell their intellectual
capital. While at SavvyJack, Mr. Price was responsible for overall corporate
strategy, financing, strategic business development and sales. Prior to
SavvyJack, Mr. Price was Co-Founder, Co-CEO and Director of Pagoda
Corporation, acquired in 2000 by Continuus Software Corporation (NASDAQ:
CNSW <http://finance.yahoo.com/q?s=cnsw&;d=t< - news
<http://biz.yahoo.com/n/c/cnsw.html<;). At Pagoda, he was responsible for
sales and product development. Pagoda was spun-out of Software Services
International, Inc., a global services capital firm with over 400 employees,
where Mr. Price held numerous operational and management positions. Mr.
Price has an undergraduate degree from the University of Pennsylvania.
Mr. Pak, OptiMark's Executive Vice President of Strategic Development, works
closely with the executive management team in the areas of structuring and
negotiating transactions, capital raising efforts and implementing new
business models. Prior to joining OptiMark, Mr. Pak was an investment banker
at Lazard Freres & Co. LLC, focused on Mergers & Acquisitions with
experience in various types of transactions including cross border
acquisitions, leveraged buyouts, special committee assignments and minority
investments. Mr. Pak analyzed cost structures, identified potential
operating synergies and advised on capitalization issues of companies in
various industries. Prior to Lazard, Mr. Pak worked at Merrill Lynch & Co.
in various groups including investment banking and debt capital markets in
New York and London. Mr. Pak has an undergraduate degree from New York
University.
Ashton will immediately commence a search for a permanent CEO and a sales
and marketing executive.
The Ashton Technology Group, Inc.
Ashton is an eCommerce company that develops and operates electronic trading
and intelligent matching systems for the global financial securities
industry. Its focus is to develop and operate alternative trading systems,
serving the needs of exchanges, institutional investors and broker-dealers
in the U.S. and internationally. Its goal is to enable these market
participants to trade in an electronic global trading environment that
provides large order size, absolute anonymity, no market impact and lower
transaction fees.
OptiMark Holdings, Inc.
OptiMark, Inc., a wholly-owned subsidiary of OptiMark Holdings Inc., is a
leading provider of matching, negotiation and exchange technology. OptiMark
designs and implements electronic market solutions for both public and
private enterprise exchanges in the financial services industries.
OptiMark's patented preference-based technology optimizes transactions for
market participants based on multi-attribute matching or traditional
price/quantity matching. OptiMark has successfully delivered its solutions
and exchange platforms to some of the most demanding markets in the world
and has worked with Nasdaq to build Super Montage, its next generation
trading platform. OptiMark's investors include SOFTBANK, Dow Jones & Company
and investment affiliates of AON, American Century, Goldman Sachs, Merrill
Lynch and CSFB. OptiMark is headquartered in Jersey City, New Jersey.
Additional information on the company is available at
<http://www.optimark.com<;.
The foregoing press release contains forward-looking statements based on
current management expectations. A variety of important factors could cause
results to differ materially from such statements. Factors that could cause
actual results to differ from current expectations include unexpected
regulatory filing issues, industry trends, and competition. These and other
risks are described in greater detail in Ashton's filings with the
Securities and Exchange Commission.

Kevin Sluder
OptiMark
ksluder@optimark.com