Reuters Group Plc /Adr/-Filing of certain prospectuses & communications for business combination transactions (425)
27 3월 2008 - 4:06AM
Edgar (US Regulatory)
Form 425
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Filed pursuant to
Rule 425 under the Securities Act of 1933, as amended.
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Filed by: The Thomson
Corporation
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Subject Company:
Reuters Group PLC
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Exchange Act File
Number of Subject Company: 333-08354
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Note: The news
release below was issued by The Thomson Corporation on March 26, 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.
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The Thomson Corporation
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Metro
Center, One Station Place
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Stamford,
CT 06902
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Tel
(203) 539-8000
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www.thomson.com
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Media Contact
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Investor Contact
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Fred
Hawrysh
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Frank
J. Golden
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Global
Director, External Communications
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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
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frank.golden@thomson.com
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FOR IMMEDIATE RELEASE
THOMSON
SHAREHOLDERS APPROVE ACQUISITION OF REUTERS
Reuters Shareholders Also Approve
Acquisition;
Transaction Expected to Close on April 17,
2008
STAMFORD,
Conn., March 26, 2008
The Thomson Corporation (NYSE: TOC; TSX: TOC), a leading provider of
information solutions to business and professional customers worldwide, today
announced that its
shareholders overwhelmingly approved the
proposed acquisition of Reuters Group PLC
at a special meeting held today in Toronto.
In separate meetings held today in London, Reuters
shareholders also overwhelmingly approved the transaction.
Thomson and Reuters will each now seek court
approvals in Canada and the United Kingdom, respectively.
The acquisition is expected to
close on April 17, 2008.
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).
The directors of Thomson accept responsibility for the
information contained in this announcement. To the best of the knowledge and
belief of the directors of Thomson (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
1
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 includes forward-looking statements that are based on certain
assumptions and reflect the Corporations current expectations. Forward-looking
statements include the Corporations belief that the Reuters acquisition will
close on April 17, 2008. The closing of the transaction is subject to
approval by courts in Ontario, Canada and the United Kingdom. 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
the courts to approve the proposed transaction. Some of the other factors that
could cause actual results or events to differ materially from current
expectations 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 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 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 are also 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.
2
Reuters (NASDAQ:RTRSY)
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