Reuters Group Plc /Adr/-Filing of certain prospectuses & communications for business combination transactions (425)
01 3월 2008 - 1:37AM
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 by The
Thomson Corporation on February 29, 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.
The Thomson Corporation
Metro
Center, One Station Place
Stamford,
CT 06902
Tel
(203) 539-8000
www.thomson.com
News Release
|
|
Media Contact
:
|
Investor Contact
:
|
Fred
Hawrysh
|
Frank
J. Golden
|
Global
Director, External Communications
|
Vice
President, Investor Relations
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(203)
539-8314
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(203)
539-8470
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fred.hawrysh@thomson.com
|
frank.golden@thomson.com
|
FOR IMMEDIATE RELEASE
Thomson Files Information Circular for Approval of
Reuters Acquisition
Transaction Expected to Close on April 17;
Interim Dividend to be Paid
(All
amounts are in U.S. dollars)
STAMFORD,
Conn., February 29, 2008
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. (ET) 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. Thomsons acquisition of Reuters is
expected to close on April 17, 2008, and the transaction has received all
required antitrust/regulatory clearances.
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 Thomsons 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 Thomsons 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
1
circular is available at the SECs website at
www.sec.gov
, at the Canadian securities regulatory
authorities website at
www.sedar.com
and at
www.thomson.com
.
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).
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 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.
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 Corporations 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 Thomsons 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
Corporations materials filed with the securities regulatory authorities in
Canada and the United States from time to time, including the Corporations
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.
2
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 Thomsons and Reuters respective circulars, 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. 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.
3
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