Thomson Reuters Announces Proposed Unification of Dual Listed Company Structure
22 Junio 2009 - 3:15PM
PR Newswire (US)
Shareholders to benefit from single consolidated pool of liquidity
NEW YORK, June 22 /PRNewswire-FirstCall/ -- 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 Code. 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 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
http://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
http://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 http://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. ADDITIONAL
NOTICES 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. DATASOURCE: Thomson Reuters CONTACT: Fred Hawrysh, Senior
Vice President, Corporate Affairs, +1-646-223-5285, , Frank Golden,
Senior Vice President, Investor Relations, +1-646-223-5288, ,
Victoria Brough, Head of External Affairs, EMEA, +44 (0) 207 542
8763, Web Site: http://www.thomsonreuters.com/
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