Reuters Group Plc /Adr/ - Filing of certain prospectuses and communications in connection with business combination tran (425)
09 Outubro 2007 - 9:30AM
Edgar (US Regulatory)
Filed pursuant to Rule 425 under the
Securities Act of 1933, as amended.
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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 jointly by The Thomson Corporation and
Reuters Group PLC on October 8, 2007. 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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THOMSON
AND REUTERS PROVIDE REGULATORY UPDATE
EC
confirms that its regulatory review will proceed to Phase 2
Timing
agreement signed with the U.S. Department of Justice
Technical
amendment signed to reflect U.S. regulatory review process
STAMFORD, Conn.,
LONDON, October 8, 2007
The
Thomson
Corporation (NYSE: TOC; TSX: TOC), and Reuters
(LSE: RTR, NASDAQ: RTRSY)
today provided an update on
the ongoing European and U.S. regulatory processes related to Thomsons proposed
acquisition of Reuters.
The European Commission (EC)
has informed the two companies that it will proceed to a Phase 2 review of the
proposed transaction to give it more time to examine the transaction and its
impact on the competitive environment.
Competitive conditions in the industry where Thomson Financial and
Reuters operate are complex and constantly evolving. Both companies will continue to work with the
EC to help narrow and resolve the issues which the EC has indicated require
further review. The companies currently
anticipate that the Phase 2 review will be completed during the first quarter
of 2008.
In the U.S., the two
companies have signed a timing agreement with the Department of Justice related
to its regulatory review. Under the timing agreement, the Department of Justice
will provide Thomson and Reuters with a decision by January 15, 2008.
Thomson and Reuters also
announced that they have agreed to a technical amendment related to the U.S.
regulatory pre-condition described in their announcement of May 15, 2007. The purpose of the amendment is to reflect
the actual review procedure being conducted by the Department of Justice and
the companies original intent in drafting the U.S. regulatory
pre-condition. For technical reasons
related to the dual listed company (DLC) structure contemplated for Thomson-Reuters,
the transaction is not subject to the filing and waiting period requirements of
the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976 as had been
contemplated and reflected in the original wording of the U.S. regulatory
pre-condition. As previously announced, the Department of Justice has been
conducting a review of the transaction similar to a Hart-Scott-Rodino review,
as is common for a transaction of this size.
Commenting on these regulatory
developments, Tom Glocer, currently CEO of Reuters and CEO designate of
Thomson-Reuters said, Todays developments bring clarity and transparency to
the regulatory timetables on both sides of the Atlantic.
Our
discussions with both sets of regulators have been constructive and have
developed in line with our expectations. Thomson and Reuters remain committed
to
working with them through to the end of their investigations.
Customer
feedback to the proposed transaction has been overwhelmingly positive, and we
are hopeful that we can work with the regulators to expedite the process and
complete the transaction in or around the first quarter of 2008.
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Richard J. Harrington,
President and CEO of The Thomson Corporation, added, We continue to believe a
combined Thomson-Reuters will enhance competition as well as customer value.
The text of the revised
pre-condition related to the U.S. regulatory review is attached to this news
release.
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.
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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 the regulatory review processes
for their proposed transaction. These statements are based on certain
assumptions and reflect Thomsons and Reuters current expectations.
Forward-looking statements also include statements about Thomsons and Reuters
beliefs and expectations related to the potential timing of the regulatory
review processes and the closing of the transaction. There can be no assurance
that the regulatory review processes and closing of the transaction will be
completed during the time periods 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 Thomsons 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
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.
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:
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Reuters:
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The Thomson
Corporation:
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Investor
Relations enquiries
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Investor
Relations enquiries
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Miriam McKay
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Frank J. Golden
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Global Head of Investor
Relations, Reuters
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Vice President, Investor
Relations
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+44 (0) 207 542 7057
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+1 (203) 539 8470
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+44 (0) 7990 567057
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frank.golden@thomson.com
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Miriam.mckay@reuters.com
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US Media
enquiries
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UK Media
enquiries
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Fred Hawrysh
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Victoria Brough
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Global Director, External
Communications
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Global Head of Financial PR
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+1 (203) 539 8314
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+44 (0) 207 542 8763
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fred.hawrysh@thomson.com
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victoria.brough@reuters.com
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UK Media
enquiries
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US Media
enquiries
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Will Tanner
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Frank DeMaria
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will.tanner@finsbury.com
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SVP, Corporate Communications,
Americas
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Edward Simpkins
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+1 646 223 5507
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Edward.simpkins@finsbury.com
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frank.demaria@reuters.com
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Finsbury
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+44 (0) 207 251 3801
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U.S. REGULATORY
PRE-CONDITION
The Transaction and the
posting of the Reuters Circular and Thomson Circular, will take place only if,
amongst other conditions, the following Regulatory Pre-condition is satisfied
or waived:
(b)
either:
(i)
all applicable
filings having been made and all or any applicable waiting periods (including
any extensions thereof) under the United States Hart-Scott Rodino Antitrust Improvements
Act of 1976 and the regulations thereunder having expired, lapsed or been
terminated as appropriate, in each case in respect of the proposed combination
of Reuters with Thomson and neither of the parties being subject to any order
or injunction of a court of competent jurisdiction in the United States that
prohibits consummation of the Transaction as a result of action brought by the
US Federal Trade Commission or US Department of Justice; or
(ii)
if no such
filings are required, then the US Federal Trade Commission or US Department of
Justice having concluded its investigation and review of the proposed
combination and notified the parties of its determination, either:
(1)
not
to seek to prohibit consummation of the Transaction; or
(2)
to
seek to prohibit consummation of the Transaction; and, as at or on any date
after the date 30 days after notification of such decision:
(A)
there
not continuing to be any action, proceeding or suit outstanding for; and
(B)
neither of the
parties being subject to,
any order or
injunction of a court of competent jurisdiction in the United States that
prohibits consummation of the Transaction as a result of action brought by the
US Federal Trade Commission or US Department of Justice.
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