Thomson Reuters Agrees to Acquire FX Alliance Inc. (FXall), the Leading Multi-Bank Electronic Foreign Exchange Platform
(Thomson Reuters ONE) -
Transaction provides FX community with an integrated end to end solution
NEW YORK, July 9, 2012 - Thomson Reuters (TSX / NYSE: TRI), the world's leading
source of intelligent information for businesses and professionals, has entered
into a definitive agreement to acquire 100% of the shares of FXall for $22 per
share in cash. FXall (NYSE:FX), is the leading independent global provider of
electronic foreign exchange trading solutions to corporations and asset
managers. Under the agreement, Thomson Reuters will launch a tender offer, which
is subject to standard regulatory approvals, for the acquisition in the coming
days. The FXall Board has unanimously resolved to recommend that all
shareholders tender their shares into the offer.
Technology Crossover Ventures, FXall's largest shareholder, Phil Weisberg,
chairman and chief executive officer and John Cooley, chief financial officer,
who collectively own approximately 32.5% of FXall's outstanding shares, have
each agreed to tender their shares into the offer (subject to certain terms and
conditions).
This transaction brings together two leading companies in their respective
segments of the dynamic foreign exchange marketplace, one of the largest and
most liquid asset classes. FXall and Thomson Reuters have complementary customer
bases and long standing relationships with bank liquidity providers.
Thomson Reuters is a key provider of access to market liquidity and workflow
solutions to the inter-bank electronic FX markets. Participants in the FX market
use Thomson Reuters to access content and pre-trade analytics, connect to their
counterparties, find liquidity and trade in regulatory compliant and secure
environments.
FXall's leading trading and workflow processes are used worldwide by over 1,300
institutional clients including asset managers, corporations, banks, broker-
dealers and hedge funds.
"Thomson Reuters and FXall have established leading positions in complementary
aspects of electronic FX trading," said Abel Clark, managing director,
Marketplaces, Thomson Reuters. "This combination will enable us to provide our
customers with integrated management of trades though the entire lifecycle,
delivering the benefits of a more streamlined trading process and more efficient
execution."
"FXall will now have a bigger stage from which to drive greater innovation and
growth, with access to Thomson Reuters global reach, standing in the FX
community and focus on client solutions," said Phil Weisberg, chairman and
chief executive officer, FXall. "The combined platform allows us to deliver
greater value to our clients and employees, building upon the foundation that we
have established over the past twelve years. In addition, we believe this is a
compelling transaction for our shareholders."
Thomson Reuters expects the acquisition to close in the third quarter. FXall
remains fully committed to ensuring a seamless transition and continued quality
of service to its customers.
In connection with the transaction, Barclays is acting as financial advisor to
Thomson Reuters and J.P. Morgan is acting as financial advisor to FXall.
Thomson Reuters
Thomson Reuters is the world's leading source of intelligent information for
businesses and professionals. We combine industry expertise with innovative
technology to deliver critical information to leading decision makers in the
financial and risk, legal, tax and accounting, intellectual property and science
and media markets, powered by the world's most trusted news organization. With
headquarters in New York and major operations in London and Eagan, Minnesota,
Thomson Reuters employs approximately 60,000 people and operates in over 100
countries. Thomson Reuters shares are listed on the Toronto and New York Stock
Exchanges. For more information, go to www.thomsonreuters.com.
FXall
FXall is the leading independent global provider of electronic foreign exchange
trading solutions, with over 1,000 institutional clients worldwide. FXall's
offices in New York, Boston, Washington, London, Zurich, Hong Kong, Tokyo,
Singapore, Sydney and Mumbai serve the needs of active traders, asset managers,
corporate treasurers, banks, broker-dealers and prime brokers. For more
information on FXall, visit www.fxall.com.
Important Information
This press release is for informational purposes only and is not an offer to buy
or the solicitation of an offer to sell any of the FXall common shares. The
tender offer described herein has not yet been commenced. On the commencement
date of the tender offer, an offer to purchase, a letter of transmittal and
related documents will be filed with the Securities and Exchange Commission and
thereafter a solicitation/recommendation statement with respect to the tender
offer will be filed by FXall with the Securities and Exchange Commission. Each
of these documents will be mailed to shareholders of record and will also be
made available for distribution to beneficial owners of common shares. The
solicitation of offers to buy the FXall common shares will only be made pursuant
to the offer to purchase, the letter of transmittal and related documents. When
they are available, shareholders should read the offer to purchase, the letter
of transmittal and related documents, as well as the solicitation/
recommendation statement, carefully because they will contain important
information, including the various terms of, and conditions to, the tender
offer. When they are available, shareholders will be able to obtain the offer to
purchase, the letter of transmittal and related documents and the
solicitation/recommendation statement without charge from the Securities and
Exchange Commission's Website at www.sec.gov. Shareholders will be able to
obtain the offer to purchase, letter of transmittal and related documents
without charge from the information agent that Thomson Reuters selects and will
be able to obtain free copies of FXall's solicitation/recommendation statement
and related documents filed by FXall with the Securities and Exchange Commission
on the Investor Relations section of FXall's website at www.fxall.com.
Shareholders are urged to read carefully those materials when they become
available prior to making any decisions with respect to the tender offer.
FXall Cautionary Note Regarding Forward-Looking Statements
Certain statements in this press release constitute "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or achievements of
FXall to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. Any
statements that refer to expectations or other characterizations of future
events, circumstances or results, including, without limitation, all statements
related to the proposed business combination transaction and related
transactions and the outlook for FXall's businesses, performance and
opportunities and regulatory approvals, the anticipated timing of filings and
approvals relating to the transaction; the expected timing of the completion of
the transaction; the ability to complete the transaction considering the various
closing conditions; and any assumptions underlying any of the foregoing.
Investors are cautioned that any such forward-looking statements are not
guarantees of future performance and involve risks and uncertainties and are
cautioned not to place undue reliance on these forward-looking statements.
Actual results may differ materially from those currently anticipated due to a
number of risks and uncertainties, including uncertainties as to the timing of
the tender offer and business combination; uncertainties as to how many of
FXall's stockholders will tender their stock in the offer; the possibility that
competing offers will be made; the possibility that various closing conditions
for the transaction may not be satisfied or waived, including that a
governmental entity may prohibit, delay or refuse to grant approval for the
consummation of the transaction; the effects of disruption from the transaction
making it more difficult to maintain relationships with employees, customers,
other business partners or governmental entities; other business effects,
including the effects of industry, economic or political conditions outside of
FXall's control; transaction costs; actual or contingent liabilities; and other
risks and uncertainties discussed in documents filed with the Securities and
Exchange Commission by FXall from time to time, as well as the tender offer
documents to be filed by Thomson Reuters and the solicitation/recommendation
statement to be filed by FXall. All of the materials related to the offer (and
all other offer documents filed with the Securities and Exchange Commission)
will be available at no charge from the Securities and Exchange Commission
through its website at www.sec.gov. Investors and security holders will also be
able to obtain free copies of the documents filed with the Securities and
Exchange Commission by FXall on the Investor Relations section of FXall website
at www.fxall.com. FXall does not undertake any obligation to update any
forward-looking statements as a result of new information, future developments
or otherwise, except as expressly required by law.
Thomson Reuters Cautionary Note Regarding Forward Looking Statements
This news release includes "forward-looking statements" within the meaning of
the safe harbor provisions of the United States Private Securities Litigation
Reform Act of 1995. Such statements may include, but are not limited to,
statements about the benefits of combining Thomson Reuters and FXall's,
electronic FX trading activities including future financial and operating
results, the timing for the closing of the acquisition, the combined company's
plans, objectives, expectations and intentions and other statements that are not
historical facts. There can be no assurance that the acquisition of FXall will
be completed. These forward-looking statements are based on certain assumptions
and reflect current expectations. As a result, forward-looking statements are
subject to a number of risks and uncertainties that could cause actual results
or events to differ materially from current expectations. Some of the factors
that could cause actual results to differ materially from current expectations
are discussed in materials that Thomson Reuters from time to time files with, or
furnishes to, the Canadian securities regulatory authorities and the U.S.
Securities and Exchange Commission. Thomson Reuters annual and quarterly reports
are also available in the "Investor Relations" section of
www.thomsonreuters.com. There is no assurance that any forward-looking
statements will materialize. You are cautioned not to place undue reliance on
forward-looking statements, which reflect expectations only as of the date of
this news release.
CONTACTS
Thomson Reuters
Alan Duerden Frank J. Golden
PR Director, Thomson Reuters SVP, Investor Relations, Thomson Reuters
D: +44 20 7542 0561 D: +1 646 223 5288
alan.duerden(at)thomsonreuters.com frank.golden(at)thomsonreuters.com
FXall
Dafina Grapci-Penney Andrew Posen
D: +44 20 7324 5484 Head of Investor Relations, FXall
M: +44 7525335733 D: +1 646 268 9952
dafina.grapci-penney(at)greentarget.co.uk andrew.posen(at)fxall.com
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Thomson Reuters Corporation via Thomson Reuters ONE
[HUG#1625111]
Unternehmensinformation / Kurzprofil:
Datum: 09.07.2012 - 11:01 Uhr
Sprache: Deutsch
News-ID 163072
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Kategorie:
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