Thomson and Reuters Provide Regulatory Update



    
    EC confirms that its regulatory review will proceed to Phase 2

    Timing agreement signed with the U.S. Department of Justice

    Technical amendment signed to reflect U.S. regulatory review process
    

    STAMFORD, Conn. and LONDON, Oct. 8 /CNW/ -- The Thomson Corporation
(NYSE:   TOC; TSX: TOC), and Reuters (LSE: RTR, Nasdaq:   RTRSY) today provided an
update on the ongoing European and U.S. regulatory processes related to
Thomson's proposed acquisition of Reuters.
    
    (Logo:  http://www.newscom.com/cgi-bin/prnh/20020227/NYW014LOGO )
    
    The European Commission (EC) has informed the two companies that it will
proceed to a Phase 2 review of the proposed transaction to give it more time
to examine the transaction and its impact on the competitive environment.
Competitive conditions in the industry where Thomson Financial and Reuters
operate are complex and constantly evolving.  Both companies will continue to
work with the EC to help narrow and resolve the issues which the EC has
indicated require further review.  The companies currently anticipate that the
Phase 2 review will be completed during the first quarter of 2008.
    In the U.S., the two companies have signed a timing agreement with the
Department of Justice related to its regulatory review. Under the timing
agreement, the Department of Justice will provide Thomson and Reuters with a
decision by January 15, 2008.
    Thomson and Reuters also announced that they have agreed to a technical
amendment related to the U.S. regulatory pre-condition described in their
announcement of May 15, 2007.  The purpose of the amendment is to reflect the
actual review procedure being conducted by the Department of Justice and the
companies' original intent in drafting the U.S. regulatory pre-condition.  For
technical reasons related to the dual listed company (DLC) structure
contemplated for Thomson-Reuters, the transaction is not subject to the filing
and waiting period requirements of the U.S. Hart-Scott-Rodino Antitrust
Improvements Act of 1976 as had been contemplated and reflected in the
original wording of the U.S. regulatory pre-condition. As previously
announced, the Department of Justice has been conducting a review of the
transaction similar to a Hart-Scott-Rodino review, as is common for a
transaction of this size.
    Commenting on these regulatory developments, Tom Glocer, currently CEO of
Reuters and CEO designate of Thomson-Reuters said, "Today's developments bring
clarity and transparency to the regulatory timetables on both sides of the
Atlantic.  Our discussions with both sets of regulators have been constructive
and have developed in line with our expectations. Thomson and Reuters remain
committed to working with them through to the end of their investigations.
Customer feedback to the proposed transaction has been overwhelmingly
positive, and we are hopeful that we can work with the regulators to expedite
the process and complete the transaction in or around the first quarter of
2008."
    Richard J. Harrington, President and CEO of The Thomson Corporation,
added, "We continue to believe a combined Thomson-Reuters will enhance
competition as well as customer value."
    The text of the revised pre-condition related to the U.S. regulatory
review is attached to this news release.
    
    About The Thomson Corporation:
    
    The Thomson Corporation (www.thomson.com) is a global leader in providing
essential electronic workflow solutions to business and professional
customers.  With operational headquarters in Stamford, Conn., Thomson provides
value-added information, software tools and applications to professionals in
the fields of law, tax, accounting, financial services, scientific research
and healthcare.  The Corporation's common shares are listed on the New York
and Toronto stock exchanges (NYSE:   TOC; TSX: TOC).
    
    About Reuters:
    
    Reuters (www.reuters.com), the global information company, provides
indispensable information tailored for professionals in the financial
services, media and corporate markets. Through reuters.com and other digital
properties, Reuters now also supplies its trusted content direct to
individuals. Reuters drives decision making across the globe based on a
reputation for speed, accuracy and independence. Reuters has 17,500 staff in
94 countries, including 2,400 editorial staff in 196 bureaux serving 131
countries. In 2006, Reuters revenues were 2.6 billion pounds sterling.
    The directors of Thomson and Reuters accept responsibility for the
information contained in this announcement. To the best of the knowledge and
belief of the directors of Thomson and Reuters (who have taken all reasonable
care to ensure such is the case), the information contained herein for which
they accept responsibility is in accordance with the facts and does not omit
anything likely to affect the import of such information.
    
    DEALING DISCLOSURE REQUIREMENTS
    
    Under the provisions of Rule 8.3 of the Takeover Code (the 'Code'), if
any person is, or becomes, 'interested' (directly or indirectly) in 1% or more
of any class of 'relevant securities' of Thomson or of Reuters, all 'dealings'
in any 'relevant securities' of that company (including by means of an option
in respect of, or a derivative referenced to, any such 'relevant securities')
must be publicly disclosed by no later than 3.30 pm (London time) on the
London business day following the date of the relevant transaction. This
requirement will continue until the date on which the Transaction becomes, or
is declared, unconditional, lapses or is otherwise withdrawn or on which the
'offer period' otherwise ends. If two or more persons act together pursuant to
an agreement or understanding, whether formal or informal, to acquire an
'interest' in 'relevant securities' of Thomson or Reuters, they will be deemed
to be a single person for the purpose of Rule 8.3.
    Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevant
securities' of Thomson or Reuters by Thomson or Reuters, or by any of their
respective 'associates', must be disclosed by no later than 12.00 noon (London
time) on the London business day following the date of the relevant
transaction.
    A disclosure table, giving details of the companies in whose 'relevant
securities' 'dealings' should be disclosed, and the number of such securities
in issue, can be found on the Takeover Panel's website at
www.thetakeoverpanel.org.uk.
    'Interests in securities' arise, in summary, when a person has long
economic exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an 'interest' by
virtue of the ownership or control of securities, or by virtue of any option
in respect of, or derivative referenced to, securities.
    Terms in quotation marks are defined in the Code, which can also be found
on the Panel's website. If you are in any doubt as to whether or not you are
required to disclose a 'dealing' under Rule 8, you should consult the Panel.
    
    CAUTIONARY NOTE CONCERNING FACTORS THAT MAY AFFECT FUTURE RESULTS
    
    This news release includes forward-looking statements, such as Thomson's
and Reuters beliefs and expectations regarding the regulatory review processes
for their proposed transaction. These statements are based on certain
assumptions and reflect Thomson's and Reuters current expectations. Forward-
looking statements also include statements about Thomson's and Reuters beliefs
and expectations related to the potential timing of the regulatory review
processes and the closing of the transaction. There can be no assurance that
the regulatory review processes and closing of the transaction will be
completed during the time periods specified in this news release, or that the
proposed transaction will be consummated. The closing of the proposed
transaction is subject to various regulatory approvals and the fulfillment of
certain conditions, and there can be no assurance that any such approvals will
be obtained and/or such conditions will be met. All forward-looking statements
in this news release are subject to a number of risks and uncertainties that
could cause actual results or events to differ materially from current
expectations. These risks and uncertainties include, without limitation, the
effect of regulatory conditions, if any, imposed by regulatory authorities and
the reaction of Thomson's and Reuters customers, suppliers, competitors and
others to the proposed transaction. Additional factors that could cause actual
results or events to differ materially from current expectations are discussed
in Thomson's and Reuters respective materials filed with the securities
regulatory authorities in Canada, the United Kingdom and the United States (as
the case may be) from time to time including The Thomson Corporation's 2006
Annual Report on Form 40-F and Reuters Group PLC's 2006 Annual Report on Form
20-F, each of which has been filed with the U.S. Securities and Exchange
Commission (SEC). Any forward-looking statements made by or on behalf of
Thomson or Reuters speak only as of the date they are made. Thomson and
Reuters each disclaim any intention or obligation to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise, other than as required by law.
    This document does not constitute an offer for sale of any securities or
an offer or an invitation to purchase any such securities. Following
satisfaction or waiver of the pre-conditions to the proposed transaction,
documents relating to the proposed transaction will be furnished to or filed
with the SEC. Shareholders are urged to read such documents regarding the
proposed transaction if and when they become available, because they will
contain important information. Shareholders will be able to obtain free copies
of these documents, as well as other filings containing information about the
companies, without charge, at the SEC's website at www.sec.gov, at the
Canadian securities regulatory authorities' website at www.sedar.com (in the
case of Thomson) and from Thomson and Reuters. These documents will also be
available for inspection and copying at the public reference room maintained
by the SEC at 100 F Street, N.E., Washington, D.C. 20549, United States. For
further information about the public reference room, call the SEC at
1-800-732-0330.

    
     Contacts:
     Reuters:
     Investor Relations enquiries
     Miriam McKay
     Global Head of Investor Relations, Reuters
     +44 (0) 207 542 7057
     +44 (0) 7990 567057
     Miriam.mckay@reuters.com
    

    
     UK Media enquiries
     Victoria Brough
     Global Head of Financial PR
     +44 (0) 207 542 8763
     victoria.brough@reuters.com
    

    
     US Media enquiries
     Frank DeMaria
     SVP, Corporate Communications, Americas
     +1 646 223 5507
     frank.demaria@reuters.com
    

    
     The Thomson Corporation:
     Investor Relations enquiries
     Frank J. Golden
     Vice President, Investor Relations
     +1 (203) 539 8470
     frank.golden@thomson.com
    

    
     US Media enquiries
     Fred Hawrysh
     Global Director, External Communications
     +1 (203) 539 8314
     fred.hawrysh@thomson.com
    

    
     UK Media enquiries
     Will Tanner
     will.tanner@finsbury.com
     Edward Simpkins
     Edward.simpkins@finsbury.com
     Finsbury
     +44 (0) 207 251 3801
    

    
    U.S. REGULATORY PRE-CONDITION
    
    The Transaction and the posting of the Reuters Circular and Thomson
Circular, will take place only if, amongst other conditions, the following
Regulatory Pre-condition is satisfied or waived:

    (b)  either:

    
         (i)  all applicable filings having been made and all or any
              applicable waiting periods (including any extensions thereof)
              under the United States Hart-Scott Rodino Antitrust Improvements
              Act of 1976 and the regulations thereunder having expired,
              lapsed or been terminated as appropriate, in each case in
              respect of the proposed combination of Reuters with Thomson and
              neither of the parties being subject to any order or injunction
              of a court of competent jurisdiction in the United States that
              prohibits consummation of the Transaction as a result of action
              brought by the US Federal Trade Commission or US Department of
              Justice; or
    

    
        (ii)  if no such filings are required, then the US Federal Trade
              Commission or US Department of Justice having concluded its
              investigation and review of the proposed combination and
              notified the parties of its determination, either:
    

    (1) not to seek to prohibit consummation of the Transaction; or

    
              (2) to seek to prohibit consummation of the Transaction; and, as
                  at or on any date after the date 30 days after notification
                  of such decision:
    

    
                 (A)  there not continuing to be any action, proceeding or
                      suit outstanding for; and
    

    (B)  neither of the parties being subject to,

    
                 any order or injunction of a court of competent jurisdiction
                 in the United States that prohibits consummation of the
                 Transaction as a result of action brought by the US Federal
                 Trade Commission or US Department of Justice.
    




For further information:

For further information: Reuters, Investor Relations enquiries, Miriam 
McKay, Global Head of Investor Relations, +44-0-207-542-7057,
+44-0-7990-567057,  Miriam.mckay@reuters.com, or UK Media enquiries, Victoria
Brough, Global  Head, +44-0-207-542-8763, victoria.brough@reuters.com, or US
Media enquiries,  Frank DeMaria, SVP, Corporate Communications, Americas,
+1-646-223-5507,  frank.demaria@reuters.com; or The Thomson Corporation,
Investor Relations  enquiries, Frank J. Golden, Vice President, Investor
Relations, +1-203-539-8470,  frank.golden@thomson.com, or US Media enquiries,
Fred Hawrysh, Global  Director, External Communications, +1-203-539-8314,
fred.hawrysh@thomson.com;  or UK Media enquiries, Will Tanner,
will.tanner@finsbury.com, or Edward  Simpkins, Edward.simpkins@finsbury.com,
both of Finsbury, +44-0-20-251-3801,  for The Thomson Corporation Web Site:
http://www.thomson.com                  http://www.reuters.com

Organization Profile

THE THOMSON CORPORATION

More on this organization

REUTERS

More on this organization


Custom Packages

Browse our custom packages or build your own to meet your unique communications needs.

Start today.

CNW Membership

Fill out a CNW membership form or contact us at 1 (877) 269-7890

Learn about CNW services

Request more information about CNW products and services or call us at 1 (877) 269-7890