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ITG Europe In Talks To Acquire E-Crossnet

LONDON, 6 December 2004 - ITG Europe, the technology-based equity trading services group, announced today that is has entered into exclusive negotiations to acquire E-Crossnet (EXN) and offer professional investors in Europe an integrated equities crossing system with access to a greatly expanded liquidity pool. ITG Europe is a wholly-owned subsidiary of NYSE-listed Investment Technology Group, Inc. (ITG).

ITG Europe, which operates POSIT® - the intraday equities crossing system - and offers a range of transaction analysis tools such as TCA® and ITG ACE® said this will be a strategic acquisition aimed at strengthening POSIT's position as the pre-eminent equities crossing platform in Europe and believes this transaction will act as a catalyst to increase its growth momentum. ITG Europe added that it expects to make some economies of scale and that EXN clients would gain access to more trading and analytical products. It is anticipated that a definitive purchase agreement will be executed by the year-end, subject to completion of due diligence.

Alasdair Haynes, CEO of ITG Europe, said:
"ITG Europe pioneered the intraday equities crossing business in Europe and we have made it a success in the last six years. Crossing is now an integral part of the trading landscape and forms a key component of the Best Execution process. In seeking to add EXN to POSIT we will be able to give all clients a single and enhanced liquidity pool and access to ITG Europe's professional trading desk and other tools and services."

Raymond Killian, President and CEO of ITG, added:
"A deal with EXN will give ITG Europe access to new client relationships. We believe this transaction will be beneficial to all our clients and is a very exciting development for the European marketplace."

All EXN's 13 shareholders would be selling their stakes. Commenting on the proposed deal, the three major shareholders - Barclays Global Investors (BGI), Merrill Lynch Investment Managers (MLIM) and State Street - said:

"Combining the liquidity pool of EXN with the global leader ITG will provide a highly attractive crossing venue for all professional investors." Lindsay Tomlinson, Vice-Chairman, BGI

"We fully support the creation of a single crossing network. By increasing liquidity, more trades will be matched and investors will see the benefit in lower transaction costs." Peter Gibbs, CIO MLIM EMEA Pacific

"We're a firm believer in the power of crossing networks for institutional investors to reduce trading costs and ensure best execution through transparency and efficiency. This deal will enhance liquidity and so enable more access to this network and that can only be a good thing." Alan Brown, Group CIO and Co-head State Street Global Advisors

NOTES TO EDITORS

About ITG

ITG is headquartered in New York with offices in Boston, Los Angeles, Dublin, Hong Kong, London, Melbourne, Sydney, Tel Aviv and Toronto. As a leading provider of technology-based equity-trading services and transaction research to institutional investors and brokers, ITG helps clients to access liquidity, execute trades more efficiently and make better trading decisions. ITG generates superior trading results for its clients through three lines of business. POSIT, the world's largest equity matching system, allows clients to trade confidentially. The Electronic Trading Desk is recognized as one of the leading program trading operations in the U.S. ITG's leading-edge Client Site Trading Products allow users to implement their own trading strategies by providing direct electronic access to most sources of market liquidity. For additional information, visit http://www.itginc.com

In addition to historical information, this press release may contain "forward-looking" statements, as defined in the Private Securities Litigation Reform Act of 1995, that reflect management's expectations for the future. A variety of important factors could cause results to differ materially from such statements. These factors include the company's ability to achieve expected future levels of sales; the actions of both current and potential new competitors; rapid changes in technology; financial market volatility; general economic conditions in the United States and elsewhere; evolving industry regulation; cash flows into or redemption from equity funds; effects of inflation; customer trading patterns; and new products and services. These and other risks are described in greater detail in the company's Annual Report on Form 10-K for the fiscal year ended December 31, 2003, and other documents filed with the Securities and Exchange Commission and available on the company's web site.

About ITG Europe

ITG Europe offers clients a range of trading services covering all aspects of the execution cycle from pre- and post-trade analysis, to crossing and portfolio trading. ITG Europe is a registered trademark of Investment Technology Group Limited (ITGL) and refers to ITGL and/or its wholly owned subsidiary, Investment Technology Group Europe Limited (ITGEL). ITGL and ITGEL are authorised by the Irish Financial Services Regulatory Authority under the Investment Intermediaries Act, 1995. The Financial Services Authority regulates ITGEL London Branch for the conduct of investment business in the U.K. ITGL is a member of the London Stock Exchange, Deutsche Boerse and Euronext. ITG Europe does not offer services to private customers. Website: www.itgeurope.com

POSIT®
POSIT is the world's largest intraday electronic equities crossing system, which matches buy and sell orders at predetermined times in the day. It is designed for use by institutional investors, both fund managers and broker dealers. POSIT reduces transaction costs by using midmarket pricing and eliminating market impact. The system is totally anonymous and helps increase liquidity. POSIT is owned by the POSIT Joint Venture, a joint venture between a subsidiary of Investment Technology Group, Inc. and a subsidiary of Barra, Inc. ITG Europe runs eight daily POSIT matches dealing in equities from the UK, France, Germany, Switzerland, the Netherlands, Spain, Italy, Belgium, Sweden, Finland and Ireland. POSIT has been functioning in the U.S. for some 17 years.

Analytical Products
ITG Europe also offers clients a range of analytical products, including its trade impact measurement system Transaction Cost Analysis (TCA®) and its pre-trade tool Agency Cost Estimator (ITG ACE®).

E-Crossnet (EXN)
EXN is an equities crossing network operating in Europe and used by the investment community for the trading of European stocks. EXN's shareholders are: Barclays Global Investors, Baring Asset Management, Cazenove Fund Management Ltd, Deutsche Asset Management, Henderson Global Investors, Hermes Investment Management Limited, Legal & General Investment Management, Merrill Lynch Investment Managers, Schroder Investment Management, Standard Life Investments, State Street Corporation, UBS Global Asset Management, and West LB Asset Management.

For more information contact:
Belinda Keheyan (UK) 020 7670 4000
Maureen Murphy (US) 212 444 6323

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