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City time, on Tuesday, August 14, 2012, approximately 15,379,573 shares of FXall common stock had been tendered and not withdrawn from the offer.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.