Thomson Reuters and FX Alliance Inc. (FXall) Announce Expiration of Hart-Scott-Rodino Act Waiting Period Relating to Tender Offer for Shares of FXall
(Thomson Reuters ONE) -
NEW YORK, July 31, 2012 - Thomson Reuters (TSX / NYSE: TRI), the world's leading
source of intelligent information for businesses and professionals, and FXall
(NYSE:FX), the leading independent global provider of electronic foreign
exchange trading solutions to corporations and asset managers, today announced
that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended ("HSR Act"), has expired in connection with the previously
announced cash tender offer made by CB Transaction Corp., a wholly owned
indirect subsidiary of Thomson Reuters, to purchase all of the outstanding
shares of common stock of FXall. Expiration of the waiting period under the HSR
Act satisfies one of the conditions necessary for the consummation of the tender
offer.
The tender offer is scheduled to expire at midnight (Eastern Daylight Time) at
the end of Tuesday, August 14, 2012, unless extended in accordance with the
merger agreement and the applicable rules and regulations of the Securities and
Exchange Commission ("SEC"). The closing of the tender offer remains subject to
other customary terms and conditions described in the tender offer statement on
Schedule TO filed with the SEC on July 18, 2012 (as amended), including the
tender of at least a majority of the outstanding shares of FXall common stock on
a fully diluted basis and receipt of regulatory approval from the Financial
Services Authority in the United Kingdom. Following the purchase of the shares
in the tender offer, FXall will become a subsidiary of Thomson Reuters.
The Depositary for the tender offer is Computershare, Inc., c/o Voluntary
Corporate Actions, P.O. Box 43011, Providence, RI 02940-3011. The Information
Agent for the tender offer is Georgeson Inc., 199 Water Street, 26th Floor, New
York, NY 10038. The tender offer materials may be obtained at no charge by
directing a request by mail to Georgeson Inc. or by calling toll-free at (866)
277-8239, and may also be obtained at no charge at the website maintained by the
SEC at www.sec.gov.
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
offer to buy the outstanding shares of common stock of FXall is being made
pursuant to a tender offer statement on Schedule TO containing an offer to
purchase, form of letter of transmittal and related materials filed by CB
Transaction Corp. with the Securities and Exchange Commission on July 18, 2012.
FXall has filed a solicitation/recommendation statement on Schedule 14D-9 with
respect to the tender offer with the Securities and Exchange Commission. The
tender offer statement (including the offer to purchase, related letter of
transmittal and other tender offer documents) and the
solicitation/recommendation statement, as they may be amended from time to time,
contain important information that should be read carefully before making any
decision to tender securities in the tender offer. These materials have been or
will be sent free of charge to all stockholders of FXall. Shareholders may also
obtain a free copy of these materials (and all other tender offer documents
filed with the Securities and Exchange Commission) on the Securities and
Exchange Commission's website at www.sec.gov. The Schedule TO (including the
offer to purchase and related materials) and the Schedule 14D-9 (including the
solicitation/recommendation statement), may also be obtained for free by
contacting Georgeson Inc., the information agent for the tender offer, toll-free
at (866) 277-8239.
Thomson Reuters Cautionary Note Regarding Forward Looking Statements
Certain statements in this press release are forward looking. Such statements
may include, but are not limited to, statements about the benefits of combining
Thomson Reuters and FXall's electronic foreign exchange trading activities
including future financial and operating results, the timing for the closing of
the acquisition, satisfaction of the conditions necessary for the consummation
of the tender offer, 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 SEC. 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 filing.
FXall Cautionary Note Regarding Forward-Looking Statements
Certain statements in this press release constitute forward-looking statements.
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 SEC by FXall from
time to time, as well as the tender offer documents filed by Thomson Reuters and
the solicitation/recommendation statement filed by FXall. Investors and security
holders are able to obtain free copies of the documents filed with the SEC 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.
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
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Datum: 31.07.2012 - 14:00 Uhr
Sprache: Deutsch
News-ID 170757
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