IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

Transcription

1 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE MICHAEL RUBIN, on Behalf of Himself and ) All Others Similarly Situated, ) ) Plaintiff, ) ) v. ) ) C. A. No VCP FX ALLIANCE INC., PHILIP Z. WEISBERG, ) KATHLEEN CASEY, CAROLINE CHRISTIE, ) JAMES L. FOX, GERALD D. PUTNAM, JR., ) JOHN C. ROSENBERG, PETER TOMOZAWA, ) ROBERT TRUDEAU, THOMSON REUTERS ) CORPORATION, THOMCORP HOLDINGS ) INC., and CB TRANSACTION CORP., ) ) Defendants. ) NOTICE OF PENDENCY OF CONSOLIDATED CLASS ACTION, PROPOSED SETTLEMENT OF CONSOLIDATED CLASS ACTION, SETTLEMENT HEARING, AND RIGHT TO APPEAR TO: ALL PERSONS OR ENTITIES WHO HELD SHARES OF COMMON STOCK OF FX ALLIANCE INC. ( FXall OR THE COMPANY ), EITHER OF RECORD OR BENEFICIALLY, AT ANY TIME FROM MAY 18, 2012 THROUGH AND INCLUDING AUGUST 20, 2012 INCLUDING ANY AND ALL OF THEIR RESPECTIVE SUCCESSORS IN INTEREST, PREDECESSORS, REPRESENTATIVES, TRUSTEES, EXECUTORS, ADMINISTRATORS, HEIRS, ASSIGNS OR TRANSFEREES, IMMEDIATE AND REMOTE, AND ANY PERSON OR ENTITY ACTING FOR OR ON BEHALF OF, OR CLAIMING UNDER ANY OF THEM, AND EACH OF THEM (EXCLUDING COMPANY OFFICERS; DEFENDANTS, THEIR CONTROLLED ENTITIES, AND MEMBERS OF THEIR IMMEDIATE FAMILIES; AND LEGAL REPRESENTATIVES, HEIRS, SUCCESSORS, OR ASSIGNS OF SUCH PERSONS). PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY. YOUR RIGHTS WILL BE AFFECTED BY THE LEGAL PROCEEDINGS IN THIS LITIGATION. THIS NOTICE RELATES TO A PROPOSED SETTLEMENT OF THE LITIGATION REFERRED TO IN THE CAPTION AND CONTAINS IMPORTANT INFORMATION REGARDING YOUR RIGHTS. IF THE COURT APPROVES THE PROPOSED SETTLEMENT, YOU WILL BE FOREVER BARRED FROM CONTESTING THE FAIRNESS, REASONABLENESS, AND ADEQUACY OF THE PROPOSED SETTLEMENT AND FROM PURSUING THE SETTLED CLAIMS (DEFINED HEREIN). 1

2 IF YOU HELD OR TENDERED THE COMMON STOCK OF THE COMPANY FOR THE BENEFIT OF ANOTHER, PLEASE PROMPTLY TRANSMIT THIS DOCUMENT TO SUCH BENEFICIAL OWNER. 2

3 I. PURPOSE OF NOTICE Pursuant to an Order of the Court of Chancery of the State of Delaware (the Court ) dated April 24, 2013, and further pursuant to Chancery Court Rule 23, this Notice is to inform you of (i) the Court s determination to provisionally certify, for purposes of the settlement only, the above-captioned action (the Action ) as a non-opt-out class action pursuant to Chancery Court Rules 23(a) and 23(b)(1) and (b)(2) on behalf of the Class (defined below), (ii) the proposed settlement of the Action (the Settlement ) as provided for in a Stipulation of Settlement (the Stipulation ) dated March 13, 2013, and (iii) your right to participate in a hearing to be held on August 21, 2013 at 10:00 a.m., before the Court of Chancery in the New Castle County Courthouse, 500 North King Street, Wilmington, Delaware (the Settlement Hearing ) to determine whether the Court should (a) finally certify the Action pursuant to Rules 23(a) and 23(b)(1) and (b)(2) of the Court of Chancery Rules; (b) certify named plaintiff Michael Rubin ( Plaintiff ) in the Action as Class Representative and O Kelly Ernst & Bielli, LLC, WeissLaw LLP, Robbins Geller Rudman & Dowd LLP as co-lead counsel; (c) approve the Settlement as fair, reasonable, adequate, and in the best interests of the Class; and (d) consider a request for an award of attorneys fees and expenses to counsel for Plaintiff. This Notice describes the rights you may have in the Action and pursuant to the Stipulation and what steps you may take, but are not required to take, in relation to the Settlement. If the Court approves the Settlement, the parties will ask the Court at the Settlement Hearing to enter an Order and Final Judgment dismissing the Action with prejudice in accordance with the terms of the Stipulation. The Court has the right to adjourn the Settlement Hearing without further notice. The Court also has the right to approve the Settlement with or without modifications, and to enter its final judgment dismissing the Action on the merits and with prejudice and to order the payment of attorneys fees and expenses without further notice. 3

4 THE FOLLOWING RECITATION DOES NOT CONSTITUTE FINDINGS OF THE COURT. IT IS BASED ON STATEMENTS OF THE PARTIES AND SHOULD NOT BE UNDERSTOOD AS AN EXPRESSION OF ANY OPINION OF THE COURT AS TO THE MERITS OF ANY OF THE CLAIMS OR DEFENSES RAISED BY ANY OF THE PARTIES. THIS NOTICE IS SENT FOR THE SOLE PURPOSE OF INFORMING YOU OF THE EXISTENCE OF THIS ACTION AND OF A HEARING ON A PROPOSED SETTLEMENT SO THAT YOU MAY MAKE APPROPRIATE DECISIONS AS TO STEPS YOU MAY WISH TO TAKE IN RELATION TO THIS LITIGATION. II. BACKGROUND OF THE ACTION On July 9, 2012, FX Alliance, Inc. ( FXall or the Company ), a Delaware corporation, and Thomson Reuters Corporation ( Thomson Reuters ) announced that the Company and subsidiaries of Thomson Reuters had entered into a definitive merger agreement ( Merger Agreement ) pursuant to which Thomson Reuters subsidiaries would acquire FXall, via a tender offer made by CB Transaction Corp. ( Merger Sub ), a Delaware corporation and a direct wholly-owned subsidiary of Thomcorp Holdings Inc. ( Thomcorp ), a Delaware corporation and an indirect wholly-owned subsidiary of Thomson Reuters, for an aggregate purchase price of approximately $616 million (the Proposed Transaction ). On July 13, 2012, an FXall stockholder, Michael Rubin ( Rubin or Plaintiff ), filed a putative class action lawsuit challenging the Proposed Transaction on behalf of the public stockholders of FXall in the Supreme Court of the State of New York, New York County (the New York State Court ), against FXall, the members of its board of directors (the Board ), Thomson Reuters, Thomcorp and Merger Sub (collectively, Defendants ) titled Michael Rubin v. FX Alliance, Inc., et al., Index No /2012 (the Rubin NY Action ). On July 18, 2012, the Company filed a Solicitation/Recommendation Statement on Schedule 14D-9 with the Securities and Exchange Commission ( SEC ) concerning the Proposed Transaction (as amended, the 14D-9 ). The Merger Sub s tender offer of $22 per share for FXall common stock commenced the same day the 14D-9 was filed with the SEC. On July 19, 2012, an FXall stockholder, Dart Seasonal Products Retirement Plan ( Dart, together with Rubin, the New York Plaintiffs ) filed a substantially similar putative class action lawsuit on behalf of the public stockholders of FXall in New York State Court, challenging the Proposed Transaction against FXall, the Board, and Thomson Reuters titled Dart Seasonal Products Retirement Plan v. FX Alliance, Inc., et al., Index No /2012 (the Dart NY Action, together with the Rubin NY Action, the New York Actions ). On July 23, 2012, Dart provided counsel for the Defendants with a copy of Plaintiff s First Request for Production of Documents to Defendants. On July 24, 2012, Dart served a subpoena duces tecum for the production of documents on J.P. Morgan Securities, LLC ( JP Morgan ), FXall s financial advisor in connection with the Proposed Transaction. On the same date, Rubin and Dart filed amended class action complaints (each an Amended Complaint ) in their respective New York Actions. 4

5 On July 26, 2012, the Plaintiffs in the New York Actions were informed that the Company intended to move to enforce language contained in the Company s charter which states that [t]he Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director or officer of the Corporation to the Corporation or the Corporation s stockholders... or (iv) any action asserting a claim against the Corporation governed by the internal affairs doctrine. On the same date, Stipulations of Voluntary Discontinuance Without Prejudice Pursuant to C.P.L.R. 32l7(a)(2) and (c) were filed in the respective New York Actions by agreement of the parties. On July 27, 2012, Rubin filed an action in the Delaware Court of Chancery, titled Rubin v. FX Alliance Inc., et al., C.A. No VCP (the Action ), a class action lawsuit substantially similar to the Amended Complaints filed in the New York Actions alleging, among other things, that the Individual Defendants breached their fiduciary duties in connection with the Proposed Transaction by failing to maximize stockholder value and by failing to disclose material information in the 14D-9 which Plaintiff contends is necessary for FXall stockholders to make a fully informed decision whether to tender their shares in the tender offer, including information regarding FXall s financial projections, the background to the merger (including potential strategic alternatives and initiatives), and the valuations and assumptions underlying the financial analysis performed by JP Morgan. The Action also asks the Court for injunctive or other equitable relief. On July 31, 2012, the Parties agreed to, and Rubin filed in this Court, a [Proposed] Stipulated Case Management and Class Certification Order ( Case Management Order ), providing for (i) certification of a class, without prejudice to any party s ability to later seek to decertify, limit, extend, or otherwise modify or redefine the Class; (ii) appointment of a lead plaintiff and co-lead counsel; (iii) expedited discovery; and (iv) expedited briefing and argument of a motion for preliminary injunction by Rubin ( PI Motion ). On the same day, the Court granted the Case Management Order and scheduled a hearing on the PI Motion for August 13, The parties engaged in expedited discovery between July 31, 2012 and August 7, 2012, including the production of certain non-public documents concerning, inter alia, the process leading up to the Proposed Transaction and the valuation of the Company, including Board minutes, Board presentations and JP Morgan s financial analyses. On August 6, 2012, co-lead counsel conducted the deposition of Anu Aiyengar, Managing Director of J.P. Morgan, and on August, 7, 2012, co-lead counsel conducted the deposition of Philip Weisberg, Chairman and CEO of FXall. On August 5, 2012, having reviewed the documents produced by Defendants as well as the 14D-9 and other public filings and publicly available materials, and in consultation with a financial expert, co-lead counsel made a written settlement demand on Defendants, which, among other things, included additional disclosures that Plaintiff sought to be contained in an amendment to the 14D-9. 5

6 Counsel for all parties conducted extensive arm s-length negotiations concerning Plaintiff s demands for further disclosures relating to the Proposed Transaction to FXall s stockholders and a possible settlement of the Action. On or about August 8, 2012, the parties reached an agreement in principle to settle the Action based on certain additional disclosures made by the Company in Amendment No. 3 to the 14D-9 filed with the SEC on August 9, 2012 (the Supplemental Disclosures ). On August 9, 2012, the parties, through their respective counsel, executed a Memorandum of Understanding ( MOU ), to which the Supplemental Disclosures by FXall were attached as an exhibit that memorialized the settlement in principle on terms and conditions substantially similar to those set forth below. Plaintiff and co-lead counsel concluded that a settlement of the Action on the terms reflected in the MOU was fair, reasonable, adequate and in the best interests of Plaintiff and the putative Class, confers a substantial benefit upon the Plaintiff and the putative Class, and that it was reasonable to pursue a settlement of the Action based upon the terms and procedures set forth in the MOU. On the same day the MOU was executed, co-lead counsel submitted a letter to the Court, with the MOU and the Supplemental Disclosures, which informally informed the Court of the MOU. Merger Sub s tender offer, for $22.00 per share of FXall common stock expired at 5:00 p.m., New York City time, on Friday, August 17, Merger Sub accepted for purchase all of the shares validly tendered and not withdrawn in the tender offer, which comprised approximately 75.3 percent of the Company s shares on a fully-diluted basis. On August 20, 2012, Merger Sub exercised its top-up option under the Merger Agreement to purchase from the Company a number of newly-issued shares of Company common stock (the Top-Up Shares ) at a price per share equal to the $22 per share tender offer price, that when added to the number of shares owned directly or indirectly by Thomcorp and Merger Sub at time of such exercise, equals at least one share more than 90 percent of the number of shares of Company common stock then outstanding (after giving effect to the issuance of the Top-Up Shares pursuant to the exercise of the top-up option). The Proposed Transaction was consummated on August 20, 2012, when a short-form merger was effected. 6

7 III. REASONS FOR THE SETTLEMENT Plaintiff, through co-lead counsel, completed an investigation of the claims and allegations asserted in the Action, as well as the underlying events that are relevant to the Proposed Transaction. In connection with their investigation, co-lead counsel for Plaintiff reviewed the confidential documents produced by Defendants, as well as publicly-available documents, including documents filed by FXall with the SEC in connection with the Proposed Transaction, and have also conducted additional factual and legal research concerning the validity of their claims, including the depositions of Anu Aiyengar, an investment banker with J.P. Morgan and defendant Philip Z. Weisberg, Chairman and CEO of FXall. While Plaintiff believes that the claims that he has asserted have merit, he also believes that the Settlement provides substantial benefits for the Class (as hereinafter defined). Plaintiff and co-lead counsel believe that any claims relating to disclosure issues would be and have been best remedied by the Supplemental Disclosures that were contained in the amended Schedule 14D-9 that FXall filed on August 9, In addition to the benefits provided by the Settlement to the Class, Plaintiff and co-lead counsel have considered: (i) the attendant risks of continued litigation and the uncertainty of the outcome of the Action; (ii) the probability of success on the merits and the allegations contained in the Action; and (iii) whether the terms and conditions of the Settlement are fair, reasonable, and adequate, and that it is in the best interests of the Plaintiff and members of the Class to settle the Action, as set forth below. Plaintiff and co-lead counsel have determined that a settlement of the Action on the terms reflected in the Stipulation is fair, reasonable, adequate, and in the best interests of FXall s stockholders and the members of the Class. Defendants have vigorously denied, and continue to deny: (i) any wrongdoing or liability with respect to all claims, events, and transactions complained of in the Action; (ii) that they engaged in any wrongdoing; (iii) that they committed any violation of law; (iv) that they breached or aided and abetted any breach of any fiduciary or disclosure duties; (v) that they acted improperly in any way; and (vi) any liability of any kind to Plaintiff or the Class in the Action. Notwithstanding their denial of liability, in order to: (i) avoid the distraction, burden, and expense of further litigation; (ii) dispose of potentially burdensome and protracted litigation; and (iii) finally put to rest and terminate the claims asserted in the Action, Defendants consider it desirable that the Action be settled and dismissed on the merits, with prejudice, and without costs to any party (except as set forth below). 7

8 IV. THE SETTLEMENT In consideration for the settlement and dismissal with prejudice of the Action, and the releases provided herein, FXall included certain additional disclosures recommended by co-lead counsel in Amendment No. 3 to the Schedule 14D-9 filed by FXall with the SEC on August 9, 2012 ( SEC ). The Supplemental Disclosures included additional information or details concerning the following topics: (i) discussions concerning a potential joint marketing arrangement between the Company and Thomson Reuters, (ii) discussions between Thomson Reuters and the Company concerning the Company s business, (iii) the board s formation of a Transaction Committee, (iv) the market check conducted by the Company and JP Morgan, (v) the potential retention of Company s management following the consummation of the Proposed Transaction, (vi) the financial projections provided by the Company to JP Morgan, (vii) the basis for selecting the companies used in JP Morgan s public trading multiples analyses, (viii) certain ranges of values associated with the Discounted Cash Flow Analysis performed by JP Morgan, and (ix) certain considerations that JP Morgan used in conducting its selected transaction analysis. Defendants acknowledge that the prosecution of the Action and the efforts of co-lead counsel were the sole cause of the Supplemental Disclosures set forth in Exhibit A. Defendants have denied and continue to deny committing, threatening, attempting to commit, or aiding and abetting, any violation of law or breach of any duty to Plaintiff, FXall, FXall s stockholders, or any other person or entity. Defendants have denied and continue to deny committing, threatening, attempting to commit, or aiding and abetting any violation of law or breach of any duty to Plaintiff, FXall, FXall s stockholders, or any other person or entity. Defendants also believe that the 14D-9 provided for the disclosure of all material information concerning the Proposed Transaction prior to the inclusion of the Supplemental Disclosures. Defendants are entering into this Settlement solely because it will eliminate the uncertainty, distraction, burden, and expense of further litigation. V. CLASS ACTION CERTIFICATION The Court has provisionally ordered that, for settlement purposes only, the Action shall be maintained as a non-opt-out class action pursuant to Court of Chancery Rules 23(a) and 23(b)(1) and (b)(2) on behalf of all persons or entities who owned shares FXall common stock from May 18, 2012 (the date of the initial proposal from Thomson Reuters) through and including August 20, 2012 (the date of the closing of the Proposed Transaction), including any and all of their respective successors in interest, predecessors, representatives, trustees, executors, administrators, heirs, assigns or transferees, immediate and remote, and any person or entity acting for or on behalf of, or claiming under, any of them, and each of them (the Class ). Excluded from the Class are Defendants, members of the immediate family of any Defendant, any entity in which a Defendant has or had a controlling interest, and the legal representatives, heirs, successors, or assigns of any such excluded person. Inquiries or comments about the Settlement may be directed to the attention of Plaintiff s co-lead counsel as follows: 8

9 Ryan M. Ernst, Esquire O KELLY ERNST & BIELLI, LLC 901 N. Market Street, Suite 1000 Wilmington, Delaware (302) Richard A. Acocelli, Esquire WeissLaw LLP 1500 Broadway, 16th Floor New York, NY (212) Mark S. Reich, Esquire ROBBINS GELLER RUDMAN & DOWD LLP 58 South Service Road, Suite 200 Melville, NY (631) VI. SETTLEMENT HEARING The Court has scheduled a Settlement Hearing which will be held on August 21, 2013 at 10:00 a.m., in the New Castle County Courthouse, 500 North King Street, Wilmington, Delaware 19801, to: a. determine whether the provisional class action certification herein should be made final; b. determine whether the Settlement should be approved by the Court as fair, reasonable, adequate, and in the best interests of the Class; c. determine whether an Order and Final Judgment should be entered pursuant to the Stipulation; d. consider Plaintiff s counsel s application for an award of attorneys fees and expenses; and e. rule on such other matters as the Court may deem appropriate. The Court has reserved the right to adjourn the Settlement Hearing or any adjournment thereof, including consideration of the application for attorneys fees, without further notice of any kind other than oral announcement at the Settlement Hearing or any adjournment thereof. The Court has also reserved the right to approve the Settlement at or after the Settlement Hearing with such modification(s) as may be consented to by the Parties to the Stipulation and without further notice to the Class. VII. RIGHT TO APPEAR AND OBJECT Any member of the Class who objects to the Settlement, the Order and Final Judgment to be entered in the Action, and/or Plaintiff s co-lead counsel s application for attorneys fees, or 9

10 who otherwise wishes to be heard, may appear in person or by counsel at the Settlement Hearing and present evidence or argument that may be proper and relevant; provided, however, that, except by order of the Court for good cause shown, no person shall be heard and no papers, briefs, pleadings or other documents submitted by any person shall be considered by the Court unless not later than ten (10) business days prior to the Settlement Hearing such person files with the Court and serves upon counsel listed below: (a) a written notice of intention to appear; (b) proof of membership in the Class; (c) a statement of such person s objections to any matters before the Court; and (d) the grounds for such objections and the reasons that such person desires to appear and be heard, as well as all documents or writings such person desires the Court to consider. Such filings shall be served electronically via Lexis/Nexis e-service, by hand, or by overnight mail upon the following counsel: Ryan M. Ernst, Esquire O KELLY ERNST & BIELLI, LLC 901 N. Market Street, Suite 1000 Wilmington, Delaware (302) Gregory P. Williams, Esquire RICHARDS LAYTON & FINGER, P.A. One Rodney Square 920 North King Street Wilmington, Delaware (302) Stephen C. Norman, Esquire POTTER ANDERSON & CORROON LLP 1313 North Market Street P.O. Box 951 Wilmington, Delaware (302) Unless the Court otherwise directs, no person shall be entitled to object to the approval of the Settlement, any judgment entered thereon, the adequacy of the representation of the Class by Plaintiff and co-lead counsel, any award of attorneys fees, or otherwise be heard, except by serving and filing a written objection and supporting papers and documents as prescribed above. Any person who fails to object in the manner described above shall be deemed to have waived the right to object (including any right of appeal) and shall be forever barred from raising such objection in this or any other action or proceeding. VIII. INTERIM INJUNCTION Pending final determination of whether this Settlement should be approved, Plaintiff and all members of the Class, and any of them are barred and enjoined from commencing, prosecuting, instigating, or in any way participating in the commencement or prosecution of any action asserting any Settled Claims (defined below), either directly, representatively, derivatively, or in any other capacity, against Defendants or any of the Released Persons. 10

11 IX. ORDER AND FINAL JUDGMENT OF THE COURT If the Court determines that the Settlement, as provided for in the Stipulation, is fair, reasonable, adequate, and in the best interests of the Class, the Parties shall jointly request that the Court enter an Order and Final Judgment. The Order and Final Judgment shall, among other things: a. Certify the Action as a mandatory, non-opt-out class action pursuant to Court of Chancery Rules 23(a) and 23(b)(1) and (b)(2); b. Determine that the requirements of the Court of Chancery Rules and due process have been satisfied in connection with the Notice; c. Certify the named Plaintiff Michael Rubin as Class Representative and O Kelly Ernst & Bielli, LLC, WeissLaw LLP, Robbins Geller Rudman & Dowd LLP as co-lead counsel; d. Approve this Settlement as fair, reasonable, adequate, and in the best interests of the Class; e. Dismiss the Action with prejudice on the merits, as against any and all Defendants, without costs except as herein provided, and release Defendants and all other Released Persons (defined below) from the Settled Claims (defined below); and f. Determine any award of attorneys fees and expenses incurred by co-lead counsel for Plaintiff. X. RELEASES Under the terms of the Settlement, the Plaintiff and each and every member of the Class shall be deemed to have, and by operation of the Order and Final Judgment approving this Settlement, shall have, completely, fully, finally, and forever, compromised, settled, released, discharged, extinguished, relinquished, and dismissed with prejudice all claims, demands, rights, actions or causes of actions, liabilities, damages, losses, obligations, judgments, suits, fees, expenses, costs, matters and issues of any kind or nature whatsoever, whether known or unknown, contingent or absolute, suspected or unsuspected, disclosed or undisclosed, matured or unmatured, that have been, could have been, or in the future can or might be asserted in the Action or in any court (including, but not limited to, the New York Actions), tribunal, or proceeding (including, but not limited to, any claims arising under federal or state statutory or common law relating to alleged fraud, breach of care, breach of loyalty, misrepresentation or omission, negligence or gross negligence, quasi appraisal, breach of contract, breach of trust, corporate waste, ultra vires acts, unjust enrichment, improper personal benefit, aiding and abetting, violations of the federal or state securities laws, or otherwise) by or on behalf of any member of the Class, whether individual, class, derivative, representative, legal, equitable or any other type of capacity, and whether relating to the purchase, sale, or other acquisition, disposition or holding of FXall common stock (collectively, the Releasing Persons ), against the Defendants and/or their respective predecessors, successors-in-interest, parent entities, subsidiaries, affiliates, representatives, agents, insurers, trustees, executors, heirs, spouses, marital communities, assigns or transferees and any person or entity acting for or on behalf of any of them and each of them, and each of their predecessors, successors-in-interest, parent entities, subsidiaries, affiliates, representatives, agents, insurers, trustees, executors, heirs, 11

12 spouses, marital communities, assigns or transferees and any person or entity acting for or on behalf of any of them and each of them (including, without limitation, any investment bankers, accountants, insurers, reinsurers or attorneys and any past, present or future officers, directors, and employees of any of them) (collectively, the Released Parties ) whether or not any such Released Parties were named, served with process or appeared in the Action, which have arisen, could have arisen, arise now or hereafter arise out of, or relate in any manner to the allegations, facts, events, acquisitions, matters, acts, occurrences, statements, representations, misrepresentations, omissions, or any other matter, thing or cause whatsoever, or any series thereof, embraced, involved or set forth in, or referred to or otherwise related in any way to: (i) the allegations contained in the Action, (ii) the Proposed Transaction or its consummation, (iii) the 14D-9 and any amendment thereto or any other disclosures relating to the Proposed Transaction, including but not limited to Schedule TO, or alleged failure to disclose, with or without scienter, material facts to stockholders in connection with the Proposed Transaction, (iv) the events leading to the Proposed Transaction, (v) the negotiations in connection with the Proposed Transaction, (vi) any agreements relating to the Proposed Transaction, and any compensation or other payments made to any of the Defendants in connection with the Proposed Transaction, (vii) any alleged aiding and abetting of any of the foregoing, and (viii) any and all conduct by any of the Defendants or any of the other Released Persons arising out of or relating in any way to the negotiation or execution of the MOU and the Stipulation (collectively, the Settled Claims ) are hereby completely, fully, finally, and forever compromised, settled, released, discharged, extinguished, relinquished, and dismissed with prejudice, provided, however that the Settled Claims shall not include the right of any party to enforce in the Court the terms of the Stipulation. Under the terms of the Settlement, Defendants and Released Persons shall be deemed to have, and by operation of this Order and Final Judgment approving the Settlement shall have, completely, fully, finally, and forever released Plaintiff, members of the Class, and their respective agents, including without limitation Plaintiff s co-lead counsel, from all claims arising out of the instituting, prosecution, settlement, or resolution of the Action; provided, however, that the Defendants and Released Persons shall retain the right to enforce in the Court the terms of the Stipulation. The releases contemplated by the Stipulation shall extend to claims that the parties granting releases (the Releasing Parties ) know or suspect to exist at the time of the release, which if known, might have affected their decision to enter into the release or whether or how to object to the Settlement. The Releasing Parties shall be deemed to relinquish, to the extent applicable, and to the full extent permitted by law, the provisions, rights and benefits of Section 1542 of the California Civil Code, which states that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. 12

13 In addition, the Releasing Parties shall be deemed to waive any and all provisions, rights and benefits conferred by any law of any state or territory of the United States, federal law, or principle of common law, which is similar, comparable or equivalent to California Civil Code Section The Releasing Parties acknowledge that they may discover facts in addition to or different from those that they now know or believe to be true with respect to the subject matter of this Settlement, but that it is their intention to fully, finally, and forever settle and release any and all claims released hereby, whether known or unknown, suspected or unsuspected, which now exist or heretofore existed or may hereafter exist and without regard to the subsequent discovery or existence of such additional or different facts. XI. APPLICATION FOR ATTORNEYS FEES AND EXPENSES Defendants acknowledge that, as a result of the disclosures that formed the basis of this Settlement and by virtue of the conditions contained in the Settlement, in which co-lead counsel for Plaintiff played a material and substantial role, FXall s public stockholders received certain value and benefits. Plaintiff shall apply to the Court for an award of attorneys fees and expenses in an amount not to exceed $440,000, to be paid, or caused to be paid, by FXall (or any successor entity and/or their insurers) (the Fee Award ). Defendants agree not to oppose Plaintiff s request for an award of an award of attorneys fees and expenses up to $440,000, in full settlement of Plaintiff s claim for attorneys fees and expenses. And co-lead counsel for Plaintiff warrants that no portion of such fees and expenses shall be paid to the named Plaintiff, or any other member of the Class, except as approved by the Court. The Court may consider and rule on the fairness, reasonableness, and adequacy of the Settlement independently of any award of attorneys fees and expenses. Plaintiff will not seek attorneys fees and expenses other than as provided for in this paragraph, and will not seek an amount above $440,000. Except for the attorneys fees and expenses referred to above and the costs of providing and administering this notice, the Defendants shall not be required to bear any other expenses, costs, damages, or fees alleged or incurred by Plaintiff, by any member of the Class, or by any of their attorneys, experts, advisors, agents, or representatives. Defendants shall have no responsibility for, and no liability with respect to, the allocation of fees or expenses among colead counsel for Plaintiff and/or any other person who may assert a claim to the Fee Award. XII. NOTICE TO PERSONS OR ENTITIES HOLDING OWNERSHIP ON BEHALF OF OTHERS Brokerage firms, banks and/or other persons or entities who held shares of the common stock of FXall at any time on or after May 18, 2012 (the date of the initial proposal from Thomson Reuters Corporation) through and including August 20, 2012 (the date of the closing of the Proposed Transaction), for the benefit of others are directed promptly to send this Notice to all of their respective beneficial owners. If additional copies of the Notice are needed for forwarding to such beneficial owners, any requests for such copies may be made to: Fxall Shareholders Litigation c/o Broadridge Investor Communication Solutions, Inc. 51 Mercedes Way Edgewood, NY

14 Attn: Reorg Dept. XIII. SCOPE OF THIS NOTICE This Notice is not all-inclusive. The references in this Notice to the pleadings in the Action, the Stipulation, and other papers and proceedings are only summaries and do not purport to be comprehensive. For the full details of the Action, the claims and defenses which have been asserted by the Parties, and the terms and conditions of the Settlement, including a complete copy of the Stipulation, members of the Class are referred to the documents filed with the Court. You or your attorney may examine the Court files during regular business hours of each business day at the office of the Register in Chancery, in the New Castle County Courthouse, 500 King Street, Wilmington, Delaware Questions or comments may be directed to co-lead counsel for the Plaintiff: Ryan M. Ernst, Esquire O KELLY ERNST & BIELLI, LLC 901 N. Market Street, Suite 1000 Wilmington, Delaware (302) Richard A. Acocelli, Esquire WeissLaw LLP 1500 Broadway, 16th Floor New York, NY (212) Mark S. Reich, Esquire ROBBINS GELLER RUDMAN & DOWD LLP 58 South Service Road, Suite 200 Melville, NY (631)

15 PLEASE DO NOT WRITE OR CALL THE COURT. Dated: BY ORDER OF THE COURT Register in Chancery