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Thomson Reuters (TSX / NYSE: TRI), the world’s leading source of intelligent information for businesses and professionals, today announced that it is extending the previously announced cash tender offer made by its wholly owned, indirect subsidiary, CB Transaction Corp., to purchase all of the outstanding shares of common stock of FXall (NYSE:FX), the leading independent global provider of electronic foreign exchange trading solutions to corporations and asset managers, until 5:00 p.m., New York City time, on Friday, August 17, 2012.
Thomson Reuters and FXall also announced today that they have entered into a Memorandum of Understanding on behalf of themselves and the other defendants outlining the terms of the parties’ agreement in principle to settle the action pending in the Delaware Court of Chancery captioned Michael Rubin vs. FX Alliance Inc., C. A. No. 7730-VCP. The terms of the proposed settlement are subject to approval of the Delaware Court of Chancery. FXall, Thomson Reuters and the other defendants entered into the Memorandum of Understanding solely to avoid the costs, risks and uncertainties inherent in litigation and the Memorandum of Understanding contains no admission of liability or wrongdoing. FXall will file today with the SEC an amendment to its Solicitation/Recommendation Statement on Schedule 14D-9 that will set forth revised disclosures agreed to pursuant to the Memorandum of Understanding.
As announced previously, on Wednesday, July 18, 2012, Thomson Reuters, through CB Transaction Corp., commenced a tender offer for all of the outstanding shares of FXall at $22.00 per common share, net to the seller in cash, without interest and less taxes required to be withheld. The tender offer had been previously scheduled to expire at midnight, New York City time, at the end of Tuesday, August 14, 2012. Except for the extension of the expiration date, all other terms and conditions of the tender offer remain unchanged.
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 http://www.sec.gov.
Based on information received from the Depositary, as of 1:00 p.m., New York City time, on Thursday, August 9, 2012, approximately 10,083,110 shares of FXall common stock had been tendered and not withdrawn from the offer. This amount constitutes approximately 30.11% of FXall’s outstanding shares on a fully diluted basis. Stockholders who have already tendered their shares do not have to re-tender their shares or take any other action as a result of the extension of the expiration date.
