San Diego, CA -- (SBWIRE) -- 07/18/2012 -- An investor in FX Alliance Inc (NYSE:FX) shares filed a lawsuit against directors in effort to stop the proposed takeover of FX Alliance Inc (NYSE:FX) at $22.00 per NYSE:FX share.
Investors who purchased shares of FX Alliance Inc (NYSE:FX) prior to July 9, 2012, and currently hold any of those NYSE:FX shares have certain options and should contact the Shareholders Foundation at mail(at)shareholdersfoundation.com or call +1(858) 779 - 1554.
According to the complaint the plaintiff alleges that the defendants breached their fiduciary duties owed to NYSE:FX stockholders arsing out of the attempt to sell FX Alliance Inc. too cheaply via and unfair process to Thomson Reuters.
On July 9, 2012, Thomson Reuters (TSX / NYSE: TRI) announced that it has entered into an agreement to acquire 100% of the shares of FX Alliance Inc (NYSE:FX) for $22 per share in cash.
However, the plaintiff alleges that the $22offer is unfair to NYSE:FX stockholders and undervalues the company given, among other things, the company’s strong financial condition and steadily increasing revenues. In fact, FX Alliance’s performance increased over the past recent years. Its annual Revenue increased from $72.52million in 2009 to $118.19million in 2011 and its Net Income rose from $26.07million in 2009 to $42.44million in 2011.
Furthermore, the plaintiff claims that the proposed transaction is the product of a flawed process that is designed to ensure the sale to FX Alliance Inc to Thomson Reuters on terms preferential to Thomason Reuters and certain defendants, but detrimental to all other NYSE:FX investors. In fact, Technology Crossover Ventures, FX Alliance’s largest shareholder, Phil Weisberg, chairman and chief executive officer and John Cooley, chief financial officer, who collectively own approximately 32.5% of FXall’s outstanding shares, have each already agreed to tender their shares into the offer (subject to certain terms and conditions).
In addition, so the plaintiff, defendants also agreed to lock up the deal with a number of coercive clauses in the merger agreement, such as a no solicitation clause and a $14.5million termination fee provision, that substantially favor Thomson Reuters and are calculated to unreasonably dissuade potential suitors from making competing offers.
Those who are current investors in FX Alliance Inc (NYSE:FX) and purchased their FX Alliance Inc shares prior to the announcement, have certain options and should contact the Shareholders Foundation.
Shareholders Foundation, Inc.
3111 Camino Del Rio North - Suite 423
92108 San Diego