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Reuters and Thomson in potential B2B deal

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May 9, 2007

The senior management boards of The Thomson Corporation and Reuters Group PLC confirm that they are in discussions for the combination of their two businesses.

Thomson Corp. and Reuters Group believe there is compelling logic for the combination which would create an international leader in the B2B information markets. This transaction would also create enhanced value for shareholders through the delivery of about US $500 million of annual synergies expected to be achieved within three years.

The market activity from last week and attendant speculation occurred prior to discussions being completed and, as this is a large and complex transaction, much has still to be resolved and there can be no assurance that an agreement will be reached at any point in time.

Under these circumstances, both boards thought that it was in the shareholders' best interests to clarify the status of these discussions, as they relate to a number of the material aspects of the potential transaction.

The enlarged Group would be called Thomson-Reuters and the combined Thomson Financial unit and Reuters financial and media businesses would be called Reuters.

Thomson President and CEO, Richard J. Harrington, 60, who led the transformation of the company from traditional publishing to electronic solutions, software and services, would retire at the successful completion of the transaction. Reuters CEO, Tom Glocer, 47, would become CEO of the combined company at that time.

The Directors of each of Thomson and Reuters accept responsibility for the information contained in this document.

To the best of the knowledge and belief of the respective Directors , the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.

Under the provisions of Rule 8.3 of the Takeover Code, if any person is, or becomes, interested in 1 percent or more of any class of relevant securities of Thomson or of Reuters, all dealings in any relevant securities of that company 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until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the 'offer period' otherwise ends.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.

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Source: Yahoo Finance






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