Thomson Reuters announced Monday, July 9, it was acquiring FXall, which provides trading to institutions over foreign exchanges, for $22 per share in cash. Over the past two sessions, FXall shares have changed hands at a premium of 20 cents, or 0.9%, to the Thomson Reuters deal.
The companies did not hold a conference call on the transaction, which is structured as a tender offer.
Thomson Reuters is obligated under the merger agreement filed Thursday with the Securities and Exchange Commission to launch the tender offer by July 18. Under the SEC regulations, FXall's board would then have 10 business days to file a 14D-9 explaining its recommendation on the offer, which would include a background of the deal negotiations. Typically, in a friendly deal, a 14D-9 is filed with the SEC on or about the same day the tender offer is launched.
FXall insiders and its largest shareholder, Technology Crossover Ventures, have committed more than 32% of the company's shares to the Thomson Reuters tender offer, which is expected to close in the current quarter.
Thomson Reuters said that the deal did not result from an auction and Thomson Reuters approached FXall, a risk arbitrage source said. FXall's product line is not particularly unique, but is attractive to Thomson Reuters because it's cheaper to buy than starting its own unit, the arb said, adding that several other parties, from information services firms to brokers, may be interested for the same reason.
However, the price Thomson Reuters is paying is full at 25 times 2012 earnings, so there is not much room for a topping bid, he said.
On the other hand, another arb felt that not holding a conference call on the merger and executing the deal through a tender offer to get it done quickly suggest the buyer is concerned about competing bids.
The merger agreement does not include a go-shop provision. If FXall accepts a competing offer, the breakup fee is $14.5 million, which translates to about 51 cents per FXall share, or 2.3% of the equity value of the transaction.
FXall and Thomson Reuters, both based in New York, were not available for comment.
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