Morgan Stanley to Acquire Solium, Creating a Leading Provider of Stock Plan Administration and Workplace Wealth Solutions

Strategy complements core Financial Advisor channel as source of new
clients

NEW YORK & CALGARY, Alberta–(BUSINESS WIRE)–Morgan Stanley (NYSE:MS) has entered into a definitive agreement to
acquire Solium Capital Inc. (TSX: SUM) (“Solium”), a leading global
provider of software-as-a-service (SaaS) for equity administration,
financial reporting and compliance. With this acquisition, Morgan
Stanley is positioned to be an industry leader in Workplace Wealth
Solutions, bringing together a major stock plan administration platform
with a leading Wealth Management business.

Solium’s 3,000 stock plan clients, with one million participants,
include Instacart, Levi Strauss, Shopify and Stripe and a range of fast
growing private companies, as well as newly public companies. Morgan
Stanley has 320 stock plan clients, with 1.5 million participants, of
which a quarter are in the Fortune 500. This combination will create a
leading provider of stock plan administration services and Workplace
Wealth. Solium has a strong business-to-business salesforce, an
industry-leading cloud-based service platform and is a leader in private
company equity administration, which will complement and strengthen
Morgan Stanley’s offering.

Morgan Stanley has been building a comprehensive suite of digital tools
that will support expansion within the Workplace Wealth marketplace.
Morgan Stanley entered into a partnership with Solium in 2016 to
administer equity compensation plans for Morgan Stanley’s corporate
clients and their employees.

“The acquisition provides Morgan Stanley with broader access to
corporate clients and a direct channel to their employees, as well as a
greater opportunity to establish and develop relationships with a
younger demographic and service this population early in their wealth
accumulation years,” said James Gorman, Chairman and CEO.

This is expected to enhance Morgan Stanley’s client acquisition efforts
in a manner that complements the Financial Advisor channel, which
constitutes the core of Morgan Stanley’s strategy. As plan participants
build their wealth, and their needs become more complex, there is a
natural transition to an Advisor-based relationship. Younger plan
participants in the earlier stages of their careers can elect to be
served by the Firm’s Morgan Stanley Access Investing and Morgan Stanley
Virtual Advisor channels.

Marcos Lopez, CEO of Solium, will remain with the company and be based
in Calgary.

“We view this acquisition as part of our broader, longer-term strategy,
leveraging our digital capabilities in the workplace,” said Andy
Saperstein, Co-Head of Wealth Management. “By combining stock plan
administration, 401(k), other forms of deferred compensation, employee
Financial Wellness education and our core Goals-Based Planning
technology, we plan to create an integrated ‘Morgan Stanley Wealth
Portal,’ which will offer employers the opportunity to deliver tailored
financial counseling and industry leading advice to their employees.”

Morgan Stanley will acquire all of the issued and outstanding common
shares of Solium for CAD 19.15 per share in cash, representing a total
equity value of approximately CAD 1.1 billion ($0.9 billion). The
transaction is expected to have a minimal impact on the Firm’s earnings
and capital ratios. Morgan Stanley does not anticipate any adjustments
to the share repurchases in the first or second quarter of 2019 that
were included as part of the Firm’s 2018 Capital Plan. The transaction
is expected to close in the second quarter of 2019, subject to court,
Solium shareholder and regulatory approvals, and other customary closing
conditions.

Davis Polk & Wardwell LLP and Osler, Hoskin & Harcourt LLP are serving
as legal advisors to Morgan Stanley in connection with the transaction.

About Solium

Solium provides cloud-enabled services for global equity administration,
financial reporting and compliance. From offices in the United States,
Canada, the United Kingdom, Europe and Australia, Solium’s innovative
software-as-a-service (SaaS) technology powers share plan administration
and equity transactions for more than 3,000 corporate clients with
employee participants in more than 100 countries. For more information
about Solium, please visit Solium.com.

About Morgan Stanley

Morgan Stanley is a leading global financial services firm providing
investment banking, securities, investment management and wealth
management services. With offices in more than 41 countries, the Firm’s
employees serve clients worldwide including corporations, governments,
institutions and individuals. For more information about Morgan Stanley,
please visit www.morganstanley.com.

This press release may contain forward-looking statements, including the
attainment of certain financial and other targets, objectives and goals.
Readers are cautioned not to place undue reliance on forward-looking
statements, which speak only as of the date on which they are made,
which reflect management’s current estimates, projections, expectations,
assumptions, interpretations or beliefs and which are subject to risks
and uncertainties that may cause actual results to differ materially.
For a discussion of risks and uncertainties that may affect the future
results of the Firm, please see “Forward-Looking Statements” immediately
preceding Part I, Item 1, “Competition” and “Supervision and Regulation”
in Part I, Item 1, “Risk Factors” in Part I, Item 1A, “Legal
Proceedings” in Part I, Item 3, “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” in Part II, Item 7 and
“Quantitative and Qualitative Disclosures about Market Risk” in Part II,
Item 7A in the Firm’s Annual Report on Form 10-K for the year ended
December 31, 2017 and other items throughout the Form 10-K, the Firm’s
Quarterly Reports on Form 10-Q and the Firm’s Current Reports on Form
8-K, including any amendments thereto.

Contacts

Morgan Stanley
David P. Walker, 914.225.1010
Susan Siering,
212.761.6030