Thomson Reuters Successfully Completes FXall Tender Offer
(Thomson Reuters ONE) -
NEW YORK, August 20, 2012 - Thomson Reuters (TSX / NYSE: TRI), the world's
leading source of intelligent information for businesses and professionals,
announced today that its subsidiary, CB Transaction Corp. ("CB"), has
successfully completed its cash tender offer for all of the outstanding shares
of common stock of FX Alliance Inc. ("FXall") (NYSE: FX).
The tender offer expired as scheduled at 5:00 p.m., New York City time, on
August 17, 2012, and was not extended. The depositary for the tender offer has
advised that as of the expiration time, approximately 24,334,133 shares of FXall
common stock (excluding shares subject to notices of guaranteed delivery) were
validly tendered and not properly withdrawn, representing approximately 72.7% of
the outstanding shares of common stock of FXall on a fully diluted basis. All
shares that have been validly tendered and not properly withdrawn have been
accepted for purchase, and payment for such shares will be made promptly in
accordance with the terms of the tender offer and merger agreement at the offer
price of $22.00 per share, net to the seller in cash, without interest and less
any applicable withholding taxes.
Thomson Reuters expects to complete the acquisition of FXall promptly through a
"short-form" merger of CB with and into FXall, with FXall as the surviving
corporation. Pursant to the terms and conditions of the merger agreement, CB
will exercise its "top-up" option to purchase directly from FXall an additional
number of shares for $22.00 per share (the same per share price paid in the
tender offer) so that CB owns at least 90% of the outstanding shares of FXall
common stock, which will allow CB to complete and close the merger without a
vote or meeting of FXall's stockholders through the "short-form" merger
provisions of Delaware law.
At the effective time of the merger, all remaining FXall shares (other than
shares owned by Thomson Reuters or any of its subsidiaries or held by FXall or
any of its subsidiaries as treasury shares or shares held by FXall's
stockholders who are entitled to and properly demand appraisal rights for their
shares under Delaware law) will be canceled and converted into the right to
receive the same $22.00 per share in cash paid in the tender offer, without
interest and less any applicable withholding taxes. In addition, upon the
completion of the merger, FXall's common stock will cease to be traded on the
New York Stock Exchange and FXall will become a wholly owned indirect subsidiary
of Thomson Reuters.
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.
Thomson Reuters Special Note Regarding Forward Looking Statements
Certain statements in this news release and Thomson Reuters expectations
regarding the timing for the closing of the transaction are forward-looking.
These forward-looking statements are based on certain assumptions and reflect
Thomson Reuters 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. Except as may
be required by applicable law, Thomson Reuters disclaims any obligation to
update or revise any forward-looking statements. Some of the material risk
factors that could cause actual results or events to differ materially from
those expressed in or implied by forward-looking statements in this news release
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 thomsonreuters.com.
FXall Cautionary Note Regarding Forward-Looking Statements
Certain statements in this news 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, the anticipated timing of filings relating to the transaction;
the expected timing of the completion of the transaction; 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 SVP, Investor Relations, Thomson
Reuters 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#1634916]
Unternehmensinformation / Kurzprofil:
Datum: 20.08.2012 - 13:00 Uhr
Sprache: Deutsch
News-ID 175965
Anzahl Zeichen: 9549
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Kategorie:
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