Thomson and Reuters Receive Regulatory Clearance
20 February 2008 - 2:40AM
PR Newswire (US)
Acquisition Expected to Close week of April 13, 2008 STAMFORD,
Conn. and LONDON, Feb. 19 /PRNewswire-FirstCall/ -- The Thomson
Corporation (NYSE: TOC; TSX: TOC) and Reuters
(LSE:RTRLSE:Nasdaq:LSE:RTRSY) today announced that the European
Commission (EC), US Department of Justice (DOJ) and Canadian
Competition Bureau (CCB) have given approval for Thomson's proposed
acquisition of Reuters. (Logo:
http://www.newscom.com/cgi-bin/prnh/20020227/NYW014LOGO ) In order
to obtain clearance, Thomson has agreed to sell a copy of the
Thomson Fundamentals (Worldscope) database and Reuters has agreed
to sell a copy of the Reuters Estimates, Reuters Aftermarket
Research and Reuters Economics (EcoWin) databases. The sales
include copies of the databases, source data and training
materials, as well as certain contracts and employees connected to
the databases. Thomson and Reuters retain full ownership of the
relevant databases and these undertakings do not affect Thomson's
and Reuters ongoing business or capabilities in these areas. The
two companies are not required to complete the sales prior to the
closing of the acquisition. All regulatory approvals needed to
close the transaction have now been obtained. Thomson and Reuters
will each now seek shareholder and court approvals. The companies
expect the transaction to close the week of April 13, 2008. Tom
Glocer, currently CEO of Reuters and CEO designate of Thomson
Reuters, said: "This is an important step toward completing the
transaction and creating what we believe will be the leading
provider of information and related applications to businesses and
professionals around the world." Richard J, Harrington, President
and CEO of The Thomson Corporation, said: "We were pleased to
receive regulatory approval on both sides of the Atlantic today.
Our constructive discussions with the EC, DOJ and CCB, and their
subsequent approvals reflect the thorough understanding the
regulators gained of our businesses and the industries we operate
in." Timetable The timetable of principal events is expected to be
as follows: -- Mailing/posting of Thomson and Reuters shareholder
circulars - Expected end of February -- Thomson Shareholder Meeting
(Toronto) - March 26 -- Reuters Shareholder Meeting (London) -
March 26 -- Closing of Transaction and Launch of Thomson Reuters -
Week of April 13 About The Thomson Corporation: The Thomson
Corporation (http://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 (http://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 http://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 their proposed transaction and the
timing of its completion. These statements are based on certain
assumptions and reflect Thomson's and Reuters current expectations.
There can be no assurance that the proposed transaction will be
consummated. The closing of the proposed transaction is subject to
fulfillment of certain conditions, including shareholder and court
approvals, 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. 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, rule or regulation. 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 http://www.sec.gov/, at the Canadian securities
regulatory authorities' website at http://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 UK Media enquiries Victoria Brough Global Head of
Financial PR +44 (0) 207 542 8763 US Media enquiries Frank DeMaria
SVP, Corporate Communications, Americas +1 646 223 5507 The Thomson
Corporation: Investor Relations enquiries Frank J. Golden Vice
President, Investor Relations +1 (203) 539 8470 US Media enquiries
Fred Hawrysh Global Director, External Communications +1 (203) 539
8314 UK Media enquiries Will Tanner Edward Simpkins Finsbury +44
(0) 207 251 3801
http://www.newscom.com/cgi-bin/prnh/20020227/NYW014LOGO
http://photoarchive.ap.org/ DATASOURCE: The Thomson Corporation
CONTACT: Reuters: Investor Relations enquiries, Miriam McKay,
Global Head of Investor Relations, +44 (0) 207-542-7057, +44 (0)
7990-567057, , or UK Media enquiries, Victoria Brough, Global Head
of Financial PR, +44 (0) 207-542-8763, , or US Media enquiries,
Frank DeMaria, SVP, Corporate Communications, Americas,
+1-646-223-5507, ; or The Thomson Corporation: Investor Relations
enquiries, Frank J. Golden, Vice President, Investor Relations,
+1-203-539-8470, , or US Media enquiries, Fred Hawrysh, Global
Director, External Communications, +1-203-539-8314, ; or UK Media
enquiries, Will Tanner, , or Edward Simpkins, , both of Finsbury,
+44 (0) 207-251-3801 Web site: http://www.thomson.com/
http://www.reuters.com/ http://www.thetakeoverpanel.org.uk/
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