![](/cdn/assets/images/search/clock.png)
We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
FX Alliance Com USD0.0001 | NYSE:FX | NYSE | Ordinary Share |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 22.01 | 0.00 | 01:00:00 |
Transaction Valuation*
|
Amount of Filing Fee**
|
|
$679,000,373.00
|
$77,813.45
|
|
|
||
*
|
Estimated for purposes of calculating the filing fee only. This amount is based on the offer to purchase at a purchase price of $22.00 cash per share (i) all 28,419,880 outstanding shares of common stock, par value $0.0001 per share, of FX Alliance Inc.; (ii) all 24,061 shares of restricted common stock, par value $0.0001 per share, of FX Alliance Inc.; and (iii) 5,047,850 shares of common stock, par value $0.0001 per share, of FX Alliance Inc., issuable pursuant to outstanding options with an exercise price less than $22.00 per share, which is calculated by multiplying the number of shares underlying an outstanding option with an exercise price less than $22.00 by an amount equal to $22.00 minus the exercise price for such option, in each case as of June 30, 2012, the most recent practicable date
.
|
**
|
The amount of the filing fee is calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, by multiplying the transaction valuation by 0.0001146.
|
x
|
Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
|
Amount Previously Paid:
|
$77,813.45
|
Filing Party:
|
CB Transaction Corp.,
Thomcorp Holdings Inc. and
Thomson Reuters Corporation
|
|||
Form or Registration No.:
|
Schedule TO
|
Date Filed:
|
July 18, 2012
|
|||
o
|
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
|
Fiscal Year
|
Fiscal Year
|
|
2012
|
2013
|
|
($U.S. in millions)
|
||
Operating expenses (GAAP)
|
$84.4
|
$89.8
|
Less: Depreciation and amortization
|
11.9
|
14.3
|
Less: Stock-based compensation expense
|
4.4
|
4.8
|
Less: Initial public offering expenses
|
1.4
|
-
|
Operating Expenses (Non-GAAP)
|
$66.7
|
$70.7
|
Fiscal Year
|
Fiscal Year
|
|
2012
|
2013
|
|
($U.S. in millions)
|
||
Net income (GAAP)
|
$24.7
|
$32.9
|
Provision for income taxes
|
16.4
|
21.8
|
Interest and other income (expense), net
|
(0.1)
|
-
|
Depreciation and amortization
|
11.9
|
14.3
|
Stock-based compensation expense
|
4.4
|
4.8
|
Initial public offering expenses
|
1.4
|
-
|
Adjusted EBITDA (Non-GAAP)
|
$58.7
|
$73.8
|
Fiscal Year
|
Fiscal Year
|
|
2012
|
2013
|
|
($U.S. in millions)
|
||
Net income (GAAP)
|
$24.7
|
$32.9
|
Provision for income taxes
|
16.4
|
21.8
|
Interest and other income (expense), net
|
(0.1)
|
-
|
Stock-based compensation expense
|
4.4
|
4.8
|
Initial public offering expenses
|
1.4
|
-
|
Adjusted EBIT (Non-GAAP)
|
$46.8
|
$59.5
|
Fiscal Year
|
Fiscal Year
|
|
2012
|
2013
|
|
($U.S. in millions)
|
||
Net income (GAAP)
|
$24.7
|
$32.9
|
Stock-based compensation expense, net of tax
|
2.7
|
2.9
|
Initial public offering expenses, net of tax
|
0.8
|
-
|
Adjusted Net Income (Non-GAAP)
|
$28.2
|
$35.8
|
●
|
the Offer is being made for all outstanding Shares solely for cash, and if the holders of Shares tender their Shares, following the Merger, they will not have any continuing interest in FX, Thomson Reuters or Thomcorp; |
●
|
consummation of the Offer is not subject to any financing condition;
|
●
|
if we consummate the Offer, we expect to acquire all remaining Shares in the Merger, in cash, for the same price per share paid in the Offer; and
|
●
|
we, through our direct parent company, Thomcorp, our public parent company, Thomson Reuters, and other subsidiaries of Thomson Reuters, will have sufficient funds to purchase all Shares validly tendered, and not properly withdrawn, in the Offer and to provide funding for the Merger, which is expected to follow the successful completion of the Offer.”
|
Exhibit
Number
|
Document
|
|
(a)(5)(H)
|
Joint Press Release, dated July 31, 2012, issued by Thomson Reuters and FX.
|
|
(a)(5)(I)
|
Stipulation of Voluntary Discontinuance Without Prejudice, dated July 26, 2012 (Michael Rubin, on Behalf of Himself and All Others Similarly Situated vs. FX Alliance Inc., et al.).
|
|
(a)(5)(J)
|
Stipulation of Voluntary Discontinuance Without Prejudice, dated July 26, 2012 (Dart Seasonal Products Retirement Plan, on Behalf of Itself and All Others Similarly Situated vs. FX Alliance Inc., et al.).
|
|
(a)(5)(K)
|
Class Action Complaint, dated July 27, 2012 (Michael Rubin, on Behalf of Himself and All Others Similarly Situated vs. FX Alliance Inc., et al.).
|
|
(d)(6)
|
Letter re: Partial Waiver of Lock-Up Agreement, dated July 26, 2012, from Merrill Lynch and GS to Technology Crossover Ventures.
|
|
(d)(7)
|
Letter re: Partial Waiver of Lock-Up Agreement, dated July 26, 2012, from Merrill Lynch and GS to John W. Cooley.
|
|
(d)(8)
|
Letter re: Partial Waiver of Lock-Up Agreement, dated July 26, 2012, from Merrill Lynch and GS to Philip Z. Weisberg and Philip Z. Weisberg as trustee for the Philip Z. Weisberg 2012 Grantor Annuity Trust.
|
|
(d)(9)
|
Letter re: Partial Waiver of Lock-Up Agreement, dated July 26, 2012, from Merrill Lynch and GS to certain stockholders of FX.
|
Dated: July 31, 2012
|
CB TRANSACTION CORP.
|
|||||
By:
|
/s/Priscilla C. Hughes
|
|||||
Name:
|
Priscilla C. Hughes
|
|||||
Title:
|
Vice President and Secretary
|
|||||
Dated: July 31, 2012
|
THOMCORP HOLDINGS INC.
|
|||||
By:
|
/s/Priscilla C. Hughes
|
|||||
Name:
|
Priscilla C. Hughes
|
|||||
Title:
|
Vice President and Assistant Secretary
|
|||||
Dated: July 31, 2012
|
THOMSON REUTERS CORPORATION
|
|||||
By:
|
/s/Marc E. Gold
|
|||||
Name:
|
Marc E. Gold
|
|||||
Title:
|
Assistant Secretary
|
Exhibit
Number
|
Document
|
|
(a)(1)(A)
|
Offer to Purchase, dated July 18, 2012.*
|
|
(a)(1)(B)
|
Form of Letter of Transmittal.*
|
|
(a)(1)(C)
|
Form of Notice of Guaranteed Delivery.*
|
|
(a)(1)(D)
|
Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees.*
|
|
(a)(1)(E)
|
Form of Letter to Clients for Use by Brokers, Dealers, Banks, Trust Companies and other Nominees.*
|
|
(a)(1)(F)
|
Form of Summary Advertisement as published in
The Wall Street Journal
on July 18, 2012.*
|
|
(a)(5)(A)
|
Joint Press Release, dated July 9, 2012, issued by Thomson Reuters and FX (incorporated by reference to the Schedule TO-C filed by Offeror, Thomcorp and Thomson Reuters with the SEC on July 9, 2012).*
|
|
(a)(5)(B)
|
Press Release, dated July 18, 2012, issued by Thomson Reuters.*
|
|
(a)(5)(C) |
Class Action Complaint dated July 13, 2012 (Rubin v. FX Alliance Inc., et al.).*
|
|
(a)(5)(D)
|
Press Release, dated July 24, 2012, issued by FX (incorporated by reference to Exhibit (a)(5)(D) to the Schedule 14D-9/A filed by FX with the SEC on July 24, 2012).*
|
|
(a)(5)(E)
|
Class Action Complaint, dated July 19, 2012 (Dart Seasonal Products Retirement Plan, individually and on behalf all others similarly situated v. FX Alliance Inc. et al.) (incorporated by reference to Exhibit (a)(5)(E) to the Schedule 14D-9/A
filed by FX with the SEC on July 24, 2012).*
|
|
(a)(5)(F) |
Amended Class Action Complaint, dated July 24, 2012 (Dart Seasonal Products Retirement Plan, individually and on behalf all others similarly situated v. FX Alliance Inc. et al.).*
|
|
(a)(5)(G)
|
Amended Class Action Complaint, dated July 24, 2012 (Rubin v. FX Alliance Inc., et al.).*
|
|
(a)(5)(H) |
Joint Press Release, dated July 31, 2012, issued by Thomson Reuters and FX.
|
|
(a)(5)(I) |
Stipulation of Voluntary Discontinuance Without Prejudice, dated July 26, 2012 (Michael Rubin, on Behalf of Himself and All Others Similarly Situated vs. FX Alliance Inc., et al.).
|
|
(a)(5)(J) |
Stipulation of Voluntary Discontinuance Without Prejudice, dated July 26, 2012 (Dart Seasonal Products Retirement Plan, on Behalf of Itself and All Others Similarly Situated vs. FX Alliance Inc., et al.).
|
|
(a)(5)(K) |
Class Action Complaint, dated July 27, 2012 (Michael Rubin, on Behalf of Himself and All Others Similarly Situated vs. FX Alliance Inc., et al.).
|
|
(b)(1)
|
Not applicable.
|
|
(d)(1)
|
Agreement and Plan of Merger, dated as of July 8, 2012, by and among Thomcorp, Offeror, Thomson Reuters (solely with respect to Section 9.13) and FX (incorporated by reference to Exhibit 2.1 to FX’s Current Report on Form 8-K, File No. 1-35423, filed with the SEC on July 11, 2012).*
|
|
(d)(2)
|
Tender and Support Agreement, dated as of July 8, 2012, by and among Thomcorp, Offeror, TCV VI, L.P. and TCV Member Fund, L.P.*
|
|
(d)(3)
|
Tender and Support Agreement, dated as of July 8, 2012, by and among Thomcorp, Offeror, and John W. Cooley.*
|
|
(d)(4)
|
Tender and Support Agreement, dated as of July 8, 2012, by and among Philip Z. Weisberg, in his individual capacity and in his capacity as the sole trustee of Philip Z. Weisberg 2012 Grantor Retained Annuity Trust.*
|
|
(d)(5)
|
Confidentiality Agreement, dated June 28, 2012, between FX and Thomson Reuters (Markets) LLC.*
|
|
(d)(6)
|
Letter re: Partial Waiver of Lock-Up Agreement, dated July 26, 2012, from Merrill Lynch and GS to Technology Crossover Ventures.
|
|
(d)(7)
|
Letter re: Partial Waiver of Lock-Up Agreement, dated July 26, 2012, from Merrill Lynch and GS to John W. Cooley.
|
|
(d)(8)
|
Letter re: Partial Waiver of Lock-Up Agreement, dated July 26, 2012, from Merrill Lynch and GS to Philip Z. Weisberg and Philip Z. Weisberg as trustee for the Philip Z. Weisberg 2012 Grantor Annuity Trust.
|
|
(d)(9)
|
Letter re: Partial Waiver of Lock-Up Agreement, dated July 26, 2012, from Merrill Lynch and GS to certain stockholders of FX.
|
|
(g)
|
Not applicable.
|
|
(h)
|
Not applicable.
|
1 Year FX Alliance Com USD0.0001 Chart |
1 Month FX Alliance Com USD0.0001 Chart |
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions