Thomson Reuters Successfully Completes FXall Tender

New Post Public Reply Private Reply Replies (0) Message Board
Serial Investor
Thomson Reuters Successfully Completes FXall Tender Offer

NEW YORK - 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FXall common stock (excluding shares subject to notices of guaranteed delivery) were validly tendered and not properly withdrawn, representing approximately 72.7% of the outstanding shares of common stock of FXall on a fully diluted basis. All shares that have been validly tendered and not properly withdrawn have been accepted for purchase, and payment for such shares will be made promptly in accordance with the terms of the tender offer and merger agreement at the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 http://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
PR Director, Thomson Reuters
Tel: +44 20 7542 0561
Email

FXall
Dafina Grapci-Penney
Tel: +44 20 7324 5484
M: +44 7525335733
Email

Frank J. Golden
Senior Vice President,
Investor Relations
Tel: +1 646 223 5288
Email

Andrew Posen
Head of Investor Relations, FXall
Tel: +1 646 268 9952
Email

Thomson Reuters Corp (TRI) Stock Research Links

TRI Board Company Profile Buy Rating Time & Sales News Filings Financials
Scroll down for more posts ▼

Top 10 Most Recent News Articles

Celebree Elevates Early Ed with New Certification Push

Updated Category News Views 3

A New Standard in Early Childhood Education In the cutthroat world of childcare and early education, just meeting the state standards ain't cutting it anymore. Celebree School, known for its infant, toddler, and preschool programs, is shaking things up with its 'Celebree Certified' initiative, setting a brand-new benchmark for teacher readiness that's far beyond the usual...

Continue Reading
Goodwill's ReThink Fashion: Textiles to Runway Art

Updated Category News Views 3

Transforming Old to New on the Runway Right when you think fashion's all about the next shiny thing, here comes Goodwill of Delaware & Delaware County flipping the script. Their ReThink Fashion Show - the ECO Edit teaches us a thing or two about what giving old clothes a new life truly means. It's not just about tossing a used tee onto a catwalk but a whole rebirth...

Continue Reading
MADD, Uber Rally at Capital Invitational for Safe Choices

Updated Category News Views 3

Driving Change at the Capital Invitational Let's talk about a powerhouse collaboration aiming to do more than just thrill basketball fans. We're looking at MADD Sports, Uber, and the Capital Invitational joining forces at The St. James in Springfield, Virginia, on December 10, 2026. This is not your average sporting event; it's a gathering with a bigger purpose. The...

Continue Reading
Tiger Group to Auction Huge Window Manufacturing Plant

Updated Category News Views 3

Glass & Vinyl Ambitions: A New Chapter Who would have guessed? The seasoned window maker Showcase Window and Door Company is putting its prime manufacturing facility up for grabs. The online auction, orchestrated by Tiger Group, kicks off September 10, and it's sure to stir up some excitement in the industry. With picking up operations now within reach, it feels like...

Continue Reading
Webinar Highlights Workforce Skills and AI Tools

Updated Category News Views 3

The Shift Towards Skills-Based Talent Development The labor market's in a whirl, folks. Employers are scrambling to adapt to rapid changes, chasing after 'skills intelligence' like it's going out of style. On September 24, University of Phoenix, with its band of partners including Jobs for the Future and Skillmore™, will dig into this very topic. This upcoming webinar...

Continue Reading
AllyGPO Shines as Top Innovator in Health Tech

Updated Category News Views 3

Innovative Excellence in Healthcare Tech It's not every day you see a specialty group purchasing organization like AllyGPO snagging a spot on Fast Company's esteemed list of Best Workplaces for Innovators. Making it into the top half at number 40 in 2026, it’s a testament to a company really leaning into employee-driven innovation. And, buddy, this ain't just corporate...

Continue Reading
Intellectia.AI Transforming Trading with AI Upgrades

Updated Category News Views 2

Intellectia.AI Sparks New Trading Era Intellectia.AI, from the bustling streets of New York, is cutting through the noise with a flashy update to its AI-powered trading setup. They've thrown a heap of new toys into the ring, letting folks piggyback on high-grade stock moves in the blink of an eye. Gone are the days of fumbling with cumbersome data and execution. Breaking...

Continue Reading
How Timekettle Is Bridging Language Gaps at IFA 2026

Updated Category News Views 4

Pioneering AI Innovations in Language Translation Timekettle is making some serious waves at IFA 2026, throwing its hat in the ring with innovations that redefine multilingual interaction. From sleek translation earbuds to full-blown meeting hubs, each gadget screams one thing loud and clear—communication sans language barriers. Centered in the tech extravaganza of...

Continue Reading
Drunk Angel Celebrates First Year in Crystal Jewelry

Updated Category News Views 3

One Year Down, A Unique Path Forward It's been a year since Drunk Angel jumped into the online jewelry scene, and they're setting themselves apart in their own glittery lane. Imagine starting a brand that's not just about pretty trinkets, but about linking those tiny treasures to timeless traditions. They've got their sights set on blending the deep tales of gemstones...

Continue Reading
Spot the Signs: Early Gum Disease Insights from Experts

Updated Category News Views 2

Why Early Detection of Gum Disease Matters Let's dive right into the crux of things. Gum disease, that sneaky antagonist of oral health, starts unassumingly. You brush, you floss, but those gums might still bleed—ever noticed? Dr. Marian Burgard of Fairport Family Dental has a thing or two to say about this, enlightening us through an insightful piece by HelloNation....

Continue Reading

Top 5 Most Recently Viewed Articles

U.S. Energy Department Unveils $22.92 Billion Loan Program

Updated Category News Views 361

U.S. Energy Department's Major Loan Announcement The U.S. Energy Department's loan office has made waves by announcing a substantial $22.92 billion in conditional financing aimed at various energy utilities across numerous states. This impressive funding initiative underscores the government's commitment to enhancing energy infrastructure as part of a broader strategy to...

Continue Reading
Groupon, Inc. Under Investigation for Potential Fraud Issues

Updated Category News Views 252

Groupon, Inc. Investigation Overview Pomerantz LLP is currently investigating claims involving Groupon, Inc. (NASDAQ: GRPN) on behalf of its investors. If you are an investor in Groupon, it is important to be aware of the ongoing investigation into the company's practices. Details of the Investigation The main focus of this investigation is to determine whether Groupon...

Continue Reading
Gold Discovery Breakthrough at Madsen Mine Enhances Value

Updated Category News Views 317

Impressive Gold Intersections at Madsen Mine VANCOUVER, British Columbia, West Red Lake Gold Mines Ltd. (“West Red Lake Gold” or “WRLG”) (TSX-V: WRLG) (OTCQB: WRLGF) is excited to share remarkable drill results from its fully owned Madsen Mine located in one of the most productive gold districts in Ontario. Unlocking Underground Potential CEO Shane Williams...

Continue Reading
RPC, Inc. Set to Announce First Quarter Financial Outcomes Soon

Updated Category News Views 190

RPC, Inc. Prepares to Announce First Quarter Financial Results RPC, Inc. (NYSE: RES) is gearing up to reveal its financial results for the first quarter of 2025. This announcement is anticipated to occur before the market opens on a Thursday in late April. The company expresses enthusiasm about sharing its financial discoveries with shareholders and stakeholders alike....

Continue Reading
Vital Farms Enhances 2024 Financial Forecast with Strong Q3 Results

Updated Category News Views 35

Vital Farms Reports Strong Financial Results for Q3 2024 AUSTIN, Texas — Vital Farms (NASDAQ: VITL), renowned for its ethically produced food products, is thrilled to announce its impressive financial outcomes for the third quarter of 2024. The company reported a net revenue of $145 million, marking a notable 31.3% increase compared to the same quarter last year....

Continue Reading