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FXall common stock (excluding shares subject to notices of guaranteed delivery) were validly tendered and not properly withdrawn, representing approximately 72.7% of the outstanding shares of common stock of FXall on a fully diluted basis. All shares that have been validly tendered and not properly withdrawn have been accepted for purchase, and payment for such shares will be made promptly in accordance with the terms of the tender offer and merger agreement at the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.