Reuters Group Plc /Adr/-Filing of certain prospectuses & communications for business combination transactions (425)
20 2월 2008 - 2:02AM
Edgar (US Regulatory)
FORM 425
Filed
pursuant to Rule 425 under the Securities Act of 1933, as amended.
Filed
by: The Thomson Corporation
Subject
Company: Reuters Group PLC
Exchange
Act File Number of Subject Company: 333-08354
Note: 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.
For Immediate Release
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:
·
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
1
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.
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.
2
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.
Contacts:
|
|
Reuters:
|
The Thomson Corporation:
|
Investor Relations enquiries
|
Investor Relations enquiries
|
Miriam McKay
|
Frank J. Golden
|
Global Head of Investor Relations, Reuters
|
Vice President, Investor Relations
|
+44 (0) 207 542 7057
|
+1 (203) 539 8470
|
+44 (0) 7990 567057
|
frank.golden@thomson.com
|
Miriam.mckay@reuters.com
|
|
|
|
UK Media enquiries
|
US Media enquiries
|
Victoria Brough
|
Fred Hawrysh
|
Global Head of Financial PR
|
Global Director, External Communications
|
+44 (0) 207 542 8763
|
+1 (203) 539 8314
|
victoria.brough@reuters.com
|
fred.hawrysh@thomson.com
|
|
|
US Media enquiries
|
UK Media enquiries
|
Frank DeMaria
|
Will Tanner
|
SVP, Corporate Communications, Americas
|
will.tanner@finsbury.com
|
+1 646 223 5507
|
Edward Simpkins
|
frank.demaria@reuters.com
|
Edward.simpkins@finsbury.com
|
|
Finsbury
|
|
+44 (0) 207 251 3801
|
3
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