Thomson Shareholders Approve Acquisition of Reuters
27 3월 2008 - 12:56AM
PR Newswire (US)
Reuters Shareholders Also Approve Acquisition; Transaction Expected
to Close on April 17, 2008 STAMFORD, Conn., March 26
/PRNewswire-FirstCall/ -- 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.
(Logo: http://www.newscom.com/cgi-bin/prnh/20020227/NYW014LOGO ) 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
(http://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 Corporation's 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 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
Panel's website at http://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 Panel's 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 Corporation's current expectations. Forward-looking
statements include the Corporation's 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
Corporation's materials filed with the securities regulatory
authorities in Canada and the United States from time to time,
including the Corporation's 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
Thomson's and Reuters' respective circulars, as well as other
filings containing information about the companies, without charge,
at the SEC's website at http://www.sec.gov/, at the Canadian
securities regulatory authorities' website at http://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. Media Contact: Fred
Hawrysh Global Director, External Communications (203) 539-8314
Investor Contact: Frank J. Golden Vice President, Investor
Relations (203) 539-8470
http://www.newscom.com/cgi-bin/prnh/20020227/NYW014LOGO
http://photoarchive.ap.org/ DATASOURCE: The Thomson Corporation
CONTACT: Media - Fred Hawrysh, Global Director, External
Communications, +1-203-539-8314, , or Investor - Frank J. Golden,
Vice President, Investor Relations, +1-203-539-8470, Web site:
http://www.thomson.com/ http://www.thetakeoverpanel.org.uk/
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