Thomson Files Information Circular for Approval of Reuters Acquisition
01 March 2008 - 3:18AM
PR Newswire (US)
Transaction Expected to Close on April 17; Interim Dividend to be
Paid STAMFORD, Conn., Feb. 29 /PRNewswire-FirstCall/ -- The Thomson
Corporation (NYSE: TOC; TSX: TOC), a leading provider of
information solutions to business and professional customers
worldwide, has filed an information circular for its upcoming
shareholders meeting to approve the Reuters acquisition. The
shareholders meeting will be held on March 26, 2008 at 10:00 a.m.
(EDT) at Roy Thomson Hall in Toronto, Canada. Separately today,
Reuters filed a circular for its own shareholder meetings to be
held on March 26, 2008 in London to approve the transaction.
Thomson's acquisition of Reuters is expected to close on April 17,
2008, and the transaction has received all required
antitrust/regulatory clearances. (Logo:
http://www.newscom.com/cgi-bin/prnh/20020227/NYW014LOGO ) Thomson
and Reuters have historically paid dividends to their shareholders
at different times of the year, and in different amounts. To align
the timing and amount of future dividend payments to Thomson
Reuters shareholders, an interim dividend of $0.31747 per share
will be paid on May 1, 2008 to Thomson common shareholders of
record on April 16, 2008. The interim dividend is based on
Thomson's previously announced 2008 quarterly dividend rate of
$0.27 per share (or $1.08 per share for the year) and covers the
period from January 1, 2008 through April 16, 2008. The payment of
the interim dividend in May will result in Thomson Reuters not
paying a dividend in June 2008, as has been Thomson's past
practice, and regularly scheduled dividend payments will resume in
September 2008 ($0.22253 per share) and in December 2008 ($0.27 per
share). More information about the Thomson Reuters business, the
Thomson Reuters Board and executive management team and dividends
expected to be paid during the remainder of 2008 is available in
the information circular. Holders of Thomson common shares as of
5:00 p.m. (ET) on February 22, 2008 will be entitled to vote at the
upcoming meeting. The circular is being mailed to shareholders. A
copy of the circular is available at the SEC's website at
http://www.sec.gov/, at the Canadian securities regulatory
authorities' website at http://www.sedar.com/ and at
http://www.thomson.com/. 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). 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 acquisition of Reuters 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, in
particular the discussion of the proposed acquisition of Reuters,
includes forward-looking statements. These statements are based on
certain assumptions and reflect the Corporation's current
expectations. Forward-looking statements include statements about
its beliefs that the Reuters acquisition will be approved and close
on April 17, 2008. The closing of the transaction is subject to
approval by Thomson and Reuters shareholders as well as courts in
Ontario, Canada and the United Kingdom. The declaration of
dividends and the amount of those dividends may be adjusted or
eliminated at any time at the discretion of the Thomson Board (or,
following the closing of the transaction, the Thomson Reuters
Board). 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 the failure of
Reuters shareholders or the courts to approve the proposed
transaction; the reaction of Thomson's and Reuters' customers,
employees and suppliers to the proposed transaction; the ability to
promptly and effectively integrate the businesses of Thomson and
Reuters after the transaction closes; and the diversion of
management time on transaction-related issues. Some of the other
factors that could cause actual results or events to differ
materially from current expectations are actions of competitors;
failure to fully derive anticipated benefits from acquisitions and
divestitures; failure to develop additional products and services
to meet customers' needs, attract new customers or expand into new
geographic markets; and changes in the general economy. Additional
factors are discussed in the Corporation's materials filed with the
securities regulatory authorities in Canada and the United States
from time to time, including the Corporation's management
information circular dated February 29, 2008 for the special
meeting of shareholders to be held on March 26, 2008, and its
latest annual information form, which is also contained in its most
recently filed annual report on Form 40-F. The Corporation
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. This document does not constitute an offer
for sale of any securities or an offer or an invitation to purchase
any such securities. Documents relating to the proposed transaction
have been furnished by Thomson and Reuters to the SEC. Shareholders
are urged to read such documents regarding the proposed transaction
because they contain important information. Shareholders may obtain
free copies of Thomson's and Reuters' respective circulars, 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. The Reuters circular, which constitutes an offer
document of Thomson for the purposes of the UK Takeover Code, is
also available for inspection during usual UK business hours on
Monday to Friday of each week (UK public holidays excepted) at the
registered office of Reuters, being The Reuters Building, South
Colonnade, Canary Wharf, London E14 5EP, United Kingdom, from the
date of this news release until the closing of the transaction.
Media Contact: Investor Contact: Fred Hawrysh Frank J. Golden
Global Director, Vice President, External Communications Investor
Relations (203) 539-8314 (203) 539-8470
http://www.newscom.com/cgi-bin/prnh/20020227/NYW014LOGO
http://photoarchive.ap.org/ DATASOURCE: The Thomson Corporation
CONTACT: Media, Fred Hawrysh, Global Director, External
Communications, +1-203-539-8314, ; or Investors, Frank J. Golden,
Vice President, Investor Relations, +1-203-539-8470, , both of
Thomson Web site: http://www.thomson.com/
http://www.thetakeoverpanel.org.uk/
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