Thomson Reuters (TSX / NYSE: TRI) is commencing today, through its indirect wholly-owned subsidiary CB Transaction Corp, a cash tender offer to purchase all outstanding shares of common stock of FX Alliance Inc. (FXall) (NYSE:FX). Thomson Reuters announced its intention to acquire FXall on Monday, July 9, 2012. Upon the successful closing of the tender offer, stockholders of FXall will receive $22.00 in cash for each share of FXall common stock validly tendered and not validly withdrawn in the offer, without interest and less any applicable withholding taxes.
As previously disclosed, 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).
Thomson Reuters will file today with the U.S. Securities and Exchange Commission (SEC) a tender offer statement on Schedule TO which sets forth in detail the terms of the tender offer. Additionally, FXall will file with the SEC a solicitation/recommendation statement on Schedule 14D-9 that includes the unanimous recommendation of FXall’s board of directors that FXall stockholders accept the tender offer and tender their FXall shares.
The tender offer will 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 SEC. The closing of the tender offer is subject to customary terms and conditions, including the acquisition by Thomson Reuters of a majority of the outstanding shares of FXall common stock on a fully diluted basis, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act 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.