Thomson and Reuters Provide Regulatory Update
14 Janeiro 2008 - 7:58AM
PR Newswire (US)
High Degree of Confidence that Acquisition will be Approved NEW
YORK, Jan. 14 /PRNewswire-FirstCall/ -- The Thomson Corporation
(NYSE: TOC; TSX: TOC) and Reuters (LSE:RTRLSE:Nasdaq:LSE:RTRSY)
today announced that they have agreed with the U.S. Department of
Justice (DOJ) to align more closely its regulatory review timetable
for Thomson's proposed acquisition of Reuters with that of the
European Commission (EC). The DOJ and EC have been working
cooperatively with one another in their reviews. As a result, the
DOJ is now expected to render a decision on or about the date on
which the EC makes its decision. (Logo:
http://www.newscom.com/cgi-bin/prnh/20020227/NYW014LOGO ) Thomson
and Reuters have had productive discussions with the DOJ and EC.
Given the highly complementary nature of their businesses, the two
companies have a high degree of confidence that the acquisition
will receive clearance on an expedited timetable. Thomson and
Reuters expect the transaction to close early in the second quarter
of 2008. While the regulatory review process continues, integration
planning efforts associated with the acquisition are proceeding on
course. About 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). About Reuters:
Reuters (http://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
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, such as Thomson's and Reuters beliefs
and expectations regarding the regulatory review process and
anticipated timing for closing 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 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 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 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: Reuters: The Thomson Corporation: Investor Relations
enquiries Investor Relations enquiries Miriam McKay Frank J. Golden
Global Head of Investor Relations Vice President, Investor
Relations +44 (0) 207 542 7057 +1 (203) 539 8470 +44 (0) 7990
567057 UK Media enquiries US Media enquiries Victoria Brough Fred
Hawrysh Global Head of Financial PR Global Director, +44 (0) 207
542 8763 External Communications +1 (203) 539 8314 US Media
enquiries Frank DeMaria UK Media enquiries SVP, Corporate
Communications, Americas Edward Simpkins +1 646 223 5507 Finsbury
+44 (0) 207 251 3801
http://www.newscom.com/cgi-bin/prnh/20020227/NYW014LOGO
http://photoarchive.ap.org/ DATASOURCE: The Thomson Corporation
CONTACT: Investor Relations, Miriam McKay, Global Head of Investor
Relations, Reuters, +44 (0) 207 542 7057, +44 (0) 7990 567057, , or
Frank J. Golden, Vice President, Investor Relations, The Thomson
Corporation, +1-203-539-8470, ; UK Media, Victoria Brough, Global
Head of Financial PR, +44 (0) 207 542 8763, , or Edward Simpkins,
Finsbury, +44 (0) 207 251 3801, ; US Media, Fred Hawrysh, Global
Director, External Communications, +1-203-539 8314, , or Frank
DeMaria, SVP, Corporate Communications, Americas, +1-646-223-5507,
Web site: http://www.thomson.com/
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