Shareholders to benefit from single consolidated pool of liquidity
NEW YORK, June 22 /CNW/ -- Thomson Reuters (NYSE: TRI; TSX: TRI; LSE:
TRIL; Nasdaq: TRIN), the world's leading source of intelligent information for
businesses and professionals, today announced a plan to unify its dual listed
company (DLC) structure. The Thomson Reuters Board of Directors has
unanimously determined that unifying the company's capital structure is in the
best interests of all shareholders, as it will consolidate and improve the
trading of the company's shares and simplify its capital structure. The Board
recommends that all shareholders vote in favor of unification at shareholder
meetings scheduled for August 7, 2009.
If unification is approved, Thomson Reuters will remain listed on the
Toronto Stock Exchange and New York Stock Exchange and will no longer be
listed on the London Stock Exchange and Nasdaq.
Following the proposed unification, Thomson Reuters PLC shareholders will
have the same economic interest in Thomson Reuters as they do under the
current DLC structure. Thomson Reuters PLC shareholders will receive one share
in Thomson Reuters Corporation for every PLC share held. Holders of Thomson
Reuters PLC American Depositary Shares (ADSs) will receive six Thomson Reuters
Corporation common shares for each ADS held. Holders of Thomson Reuters
Corporation common shares will continue to hold their existing shares. The
proposed unification should not be a taxable transaction for shareholders
based in Canada, the United Kingdom or the United States.
Thomson Reuters chief executive officer Thomas H. Glocer said, "The
equity markets are increasingly global and electronic, and our investors
deserve the very best capital structure we can provide. Our Board has
determined that consolidating the trading of our shares into a single, global
and deep pool of liquidity, listed on the Toronto and New York Stock
Exchanges, is in the best interests of all shareholders."
"When we formed Thomson Reuters, we believed a DLC structure was the best
way for Reuters shareholders to stay invested in our shares and participate in
our growth," said Mr. Glocer. "However, the shareholders of Thomson Reuters
have changed considerably, and U.K. shareholders now only constitute 5% of the
combined shareholder base. Following the proposed unification, we hope that
wherever possible shareholders currently holding London-traded PLC shares will
stay invested in our company through our TSX and NYSE listed shares."
"Our commitment to customers, employees and other stakeholders in London,
the United Kingdom and Europe is unchanged by where we list our shares.
London is a vital global capital for the markets that we serve, and home to
more than 5,000 of our employees," said Mr. Glocer.
The proposed unification will have no impact on Thomson Reuters global
businesses, operations, strategy, financial position or employees. Further,
it will have no impact on dividend policy, credit ratings, the composition of
the Board or the senior management team. The Reuters Trust Principles will
continue to apply to all of Thomson Reuters. The company also reconfirmed its
full-year guidance including revenue growth.
In connection with unification, Thomson Reuters may repurchase the
equivalent of up to US$500 million of shares in one or more of its markets.
The proposed unification requires the approval of shareholders of both
Thomson Reuters Corporation and Thomson Reuters PLC, voting separately, as
well as U.K. court approval. Shareholder meetings will be held on August 7,
2009 in Toronto and London. The Woodbridge Company Limited, the controlling
shareholder of Thomson Reuters, has committed to vote in favor of the proposed
unification. If shareholders approve the proposed unification and the
requisite court approval is obtained, it is expected that unification will
occur by the end of the third quarter of 2009. The City Code on Takeovers and
Mergers (the "Takeover Code") will not apply to the proposed unification and,
following closing, Thomson Reuters will no longer be subject to the Takeover
Holders of Thomson Reuters Corporation common shares as of 5:00 p.m.
(Eastern Daylight Time) on July 2, 2009 and holders of Thomson Reuters PLC
ordinary shares as of 6:00 p.m. (British Summer Time) on August 5, 2009 will
be entitled to vote at the meetings.
Additional information will be provided in the Thomson Reuters management
information circular and notice of meeting, which will be available in the
next few weeks.
Thomson Reuters is the world's leading source of intelligent information
for businesses and professionals. We combine industry expertise with
innovative technology to deliver critical information to leading decision
makers in the financial, legal, tax and accounting, healthcare and science and
media markets, powered by the world's most trusted news organization. With
headquarters in New York and major operations in London and Eagan, Minnesota,
Thomson Reuters employs more than 50,000 people in 93 countries. Thomson
Reuters shares are listed on the New York Stock Exchange (NYSE: TRI); Toronto
Stock Exchange (TSX: TRI); London Stock Exchange (LSE: TRIL); and Nasdaq
(Nasdaq: TRIN). For more information, go to www.thomsonreuters.com.
Thomson Reuters will webcast a discussion of this announcement on Tuesday
June 23, 2009 beginning at 08:30 a.m. U.S. Eastern Daylight Time (EDT) / 1:30
p.m. British Summer Time (BST). To participate in the webcast, please visit
www.thomsonreuters.com and click the "Investor Relations" link located at the
top of the page and then "June 23, 2009 Webcast" on the right side of the
"Investor Relations" home page. A copy of this news release along with slides
and other materials for the webcast are available at www.thomsonreuters.com.
CAUTIONARY NOTE CONCERNING FACTORS THAT MAY AFFECT FUTURE RESULTS
This news release includes forward-looking statements that are based on
certain assumptions and reflect Thomson Reuters current expectations.
Forward-looking statements are those that are not historical facts and also
include Thomson Reuters expectations about its future prospects. There can be
no assurance that the proposed unification will be approved by shareholders
and the UK court, or that unification will provide the expected benefits
discussed in this news release. Forward-looking statements are subject to a
number of risks and uncertainties that could cause actual results or events to
differ materially from current expectations. Some of the factors that could
cause actual results to differ materially from current expectations are
discussed in materials that Thomson Reuters Corporation and Thomson Reuters
PLC from time to time file with, or furnish to, securities regulatory
authorities. Thomson Reuters disclaims 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 applicable
law, rule or regulation.
The release, publication or distribution of this news release in or into
jurisdictions other than Canada, the United Kingdom or the United States may
be restricted by law and therefore any persons who are subject to the laws of
any such jurisdiction should inform themselves about, and observe, any
applicable restrictions. This news release does not constitute an offer to
buy, or a solicitation of an offer to sell, any securities, or the
solicitation of a proxy, by any person in any jurisdiction in which such an
offer or solicitation is not authorized, or in which the person making such an
offer or solicitation is not qualified to do so, or to any person to whom it
is unlawful to make such an offer or solicitation.
Citigroup Global Markets, Inc., Goldman Sachs & Co., J.P. Morgan Cazenove
and TD Securities Inc. are acting as financial advisors and/or corporate
brokers to Thomson Reuters, and for no one else, in connection with the
proposed unification. They will not be responsible to anyone other than
Thomson Reuters for providing the protections afforded to customers of these
advisors or for providing advice in relation to the proposed unification or on
any other matter referred to in this news release.
For further information:
For further information: Fred Hawrysh, Senior Vice President, Corporate
Affairs, +1-646-223-5285, email@example.com, Frank Golden,
Senior Vice President, Investor Relations, +1-646-223-5288,
firstname.lastname@example.org, Victoria Brough, Head of External Affairs,
EMEA, +44 (0) 207 542 8763, email@example.com Web Site: