Reuters Group Plc /Adr/-Filing of certain prospectuses & communications for business combination transactions (425)
19 Februar 2008 - 10:14PM
Edgar (US Regulatory)
Filed by Reuters Group PLC
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Reuters Group PLC
Commission File No.: 333-08354
The news release below was issued jointly by The Thomson Corporation and Reuters Group PLC on
February 19, 2008. The filing of this news release under Rule 425 shall not be deemed an
acknowledgment that such a filing is required or that an offer requiring registration under the
Securities Act of 1933, as amended, may ever occur in connection with the possible business
combination transaction described herein.
THOMSON AND REUTERS RECEIVE REGULATORY CLEARANCE
Acquisition Expected to Close week of April 13, 2008
STAMFORD, Conn., LONDON, February 19, 2008
The Thomson Corporation (NYSE: TOC; TSX: TOC) and
Reuters (LSE: RTR, NASDAQ: RTRSY) today announced that the European Commission (EC), US Department
of Justice (DOJ) and Canadian Competition Bureau (CCB) have given approval for Thomsons proposed
acquisition of Reuters.
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 Thomsons 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:
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Mailing/posting of Thomson and Reuters shareholder circulars Expected end of February
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Thomson Shareholder Meeting (Toronto) March 26
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Reuters Shareholder Meeting (London) March 26
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Closing of Transaction and Launch of Thomson Reuters Week of April 13
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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 Corporations 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.
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
Panels website at www.thetakeoverpanel.org.uk.
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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 Panels 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 Thomsons and Reuters beliefs and
expectations regarding their proposed transaction and the timing of its completion. These
statements are based on certain assumptions and reflect Thomsons 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 Thomsons 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 Corporations 2006
Annual Report on Form 40-F and Reuters Group PLCs 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 SECs 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.
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Contacts:
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Reuters:
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The Thomson Corporation:
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Investor Relations enquiries
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Investor Relations enquiries
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Miriam McKay
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Frank J. Golden
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Global Head of Investor Relations, Reuters
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Vice President, Investor Relations
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+44 (0) 207 542 7057
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+1 (203) 539 8470
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+44 (0) 7990 567057
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frank.golden@thomson.com
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Miriam.mckay@reuters.com
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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
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
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