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.
