Thomson Reuters and FXall Announce FSA Approval
NEW YORK - 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 Thomson Reuters and all relevant affiliates
have received formal approval from the Financial Services
Authority in the United Kingdom (the "FSA") to the change
of control of a subsidiary of FXall. Approval from
the FSA satisfies one of the conditions necessary for the
consummation of the tender offer. Thomson Reuters and
FXall previously announced the satisfaction of the
condition relating to the expiration or termination of the
waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976. Accordingly, all of the
regulatory conditions of the tender offer, as described in
the merger agreement, have been satisfied.
The tender offer is scheduled to expire at 5:00 p.m., New
York City time, on Friday, August 17, 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. 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.
Based on information received from the Depositary, as of
5:00 p.m., New York City time, on Tuesday, August 14, 2012,
approximately 15,379,573 shares of FXall common stock had
been tendered and not withdrawn from the offer. This
amount constitutes approximately 45.95% of FXall's
outstanding shares on a fully diluted basis.
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 www.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.
Important Information
This news release is for informational purposes only and is
not an offer to buy or the solicitation of an offer to sell
any of the FXall common shares. The offer to buy the
outstanding shares of common stock of FXall is being made
pursuant to a tender offer statement on Schedule TO
containing an offer to purchase, form of letter of
transmittal and related materials filed by CB Transaction
Corp. with the Securities and Exchange Commission on July
18, 2012. FXall has filed a
solicitation/recommendation statement on Schedule 14D-9
with respect to the tender offer with the Securities and
Exchange Commission. The tender offer statement (including
the offer to purchase, related letter of transmittal and
other tender offer documents) and the
solicitation/recommendation statement, as they may be
amended from time to time, contain important information
that should be read carefully before making any decision to
tender securities in the tender offer. These materials have
been or will be sent free of charge to all stockholders of
FXall. Shareholders may also obtain a free copy of
these materials (and all other tender offer documents filed
with the Securities and Exchange Commission) on the
Securities and Exchange Commission's website at www.sec.gov. The Schedule TO
(including the offer to purchase and related materials) and
the Schedule 14D-9 (including the
solicitation/recommendation statement), may also be
obtained for free by contacting Georgeson Inc., the
information agent for the tender offer, toll-free at (866)
277-8239.
Thomson Reuters Cautionary Note Regarding Forward Looking
Statements
Certain statements in this press release are forward
looking. Such statements may include, but are not limited
to, statements about the benefits of combining Thomson
Reuters and FXall's electronic foreign exchange trading
activities including future financial and operating
results, the timing for the closing of the acquisition,
satisfaction of the conditions necessary for the
consummation of the tender offer, the combined company's
plans, objectives, expectations and intentions and other
statements that are not historical facts. There can be no
assurance that the acquisition of FXall will be completed.
These forward-looking statements are based on certain
assumptions and reflect 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. Some of the
factors that could cause actual results to differ
materially from current expectations are discussed in
materials that Thomson Reuters from time to time files
with, or furnishes to, the Canadian securities regulatory
authorities and the SEC. Thomson Reuters annual and
quarterly reports are also available in the "Investor
Relations" section of www.thomsonreuters.com.
There is no assurance that any forward-looking statements
will materialize. You are cautioned not to place undue
reliance on forward-looking statements, which reflect
expectations only as of the date of this filing.
FXall Cautionary Note Regarding Forward-Looking Statements
Certain statements in this press 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 and regulatory approvals, the anticipated
timing of filings and approvals relating to the
transaction; the expected timing of the completion of the
transaction; the ability to complete the transaction
considering the various closing conditions; 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.
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