Press Releases
Thomson and Reuters Provide EC Regulatory Update
STAMFORD, Conn., LONDON
The Thomson Corporation (NYSE: TOC; TSX: TOC) and Reuters (LSE: RTR, NASDAQ: RTRSY) today confirmed that they have requested a 10 working day extension to the European Commission's ongoing regulatory Phase II review of Thomson’s proposed acquisition of Reuters. This extension was volunteered by both companies to allow the Commission more time to assimilate all of the information provided by Thomson and Reuters, as well as third parties, in the interests of securing a clearance decision within an expedited timeframe.
Additional updates to the Commission’s timetable could occur throughout the course of the review process, though Thomson and Reuters continue to anticipate completion of the Commission's Phase II review in the first quarter of 2008.
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 Corporation’s 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 Panel's 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 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, such as Thomson's
and Reuters beliefs and expectations regarding the European Commission
regulatory review process for their proposed transaction. These statements
are based on certain assumptions and reflect Thomson's and Reuters current
expectations. There can be no assurance that the European Commission
regulatory review process will be completed during the time period
specified in this news release, or that the proposed transaction will be
consummated. The closing of the proposed transaction is subject to various
regulatory approvals and the fulfillment of certain conditions, 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. These
risks and uncertainties include, without limitation, the effect of
regulatory conditions, if any, imposed by regulatory authorities and the
reaction of Thomson's and Reuters customers, suppliers, competitors and
others to the proposed transaction. Additional factors that could cause
actual results or events to differ materially from current expectations are
discussed in Thomson's 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
Corporation's 2006 Annual Report on Form 40-F and Reuters Group PLC's 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.
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 SEC's 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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