Reuters Group Plc /Adr/ - Filing of certain prospectuses and comms. for business combination transactions (425)
April 08 2008 - 8:22AM
Edgar (US Regulatory)
FORM 425
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Filed
pursuant to Rule 425 under the Securities Act of 1933, as amended.
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Filed
by: The Thomson Corporation
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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 by The Thomson Corporation on April 8,
2008. 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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The Thomson Corporation
Metro Center, One Station
Place
Stamford, CT 06902
Tel (203) 539-8000
www.thomson.com
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News Release
Media Contact
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Investor Contact
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Fred
Hawrysh
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Frank
J. Golden
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Global
Director, External Communications
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Senior
Vice President, Investor Relations
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(203)
539-8314
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(203)
539-8470
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fred.hawrysh@thomson.com
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frank.golden@thomson.com
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FOR IMMEDIATE RELEASE
Thomson Announces New
Stock Ticker Symbols for Thomson Reuters
Changes Effective on April 17 Following Expected Closing of
Reuters Acquisition
STAMFORD, CONN., April 8, 2008
The Thomson Corporation (NYSE: TOC;
TSX: TOC), a leading provider of information solutions to business and
professional customers worldwide, today announced new stock ticker symbols for Thomson Reuters that
will be effective at the opening of trading on April 17, following the
expected close of Thomsons acquisition
of Reuters Group PLC earlier that morning.
Thomson Reuters will have two parent
companies, both of which will be publicly listed The Thomson Corporation, an
Ontario company, will be renamed Thomson Reuters Corporation, and Thomson
Reuters PLC will be a new UK company in which existing Reuters shareholders
will receive shares as part of their consideration in the transaction.
On April 17, Thomson Reuters Corporation
common shares will begin trading on the New York Stock Exchange (NYSE) and Toronto
Stock Exchange (TSX) under the ticker symbol TRI. Thomson common shares will continue
to trade under the symbol TOC through April 16. The symbol for Thomsons
Series II preference shares that are listed on the TSX will change to TRI.PR.B
from TOC.PR.B.
Also on April 17, Thomson Reuters PLC ordinary
shares will begin trading on the London Stock Exchange (LSE) under the symbol TRIL
and Thomson Reuters PLC ADSs will begin trading on the Nasdaq Global Select
Market under the symbol TRIN. Reuters Group PLC ordinary shares and ADSs will
continue to trade on the LSE and Nasdaq under the symbols RTR and RTRSY,
respectively, through April 16.
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Effective April 17, the CUSIP and ISIN
numbers for Thomson Reuters Corporation and Thomson Reuters PLC shares will be as
follows:
Thomson
Reuters Shares
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CUSIP
Number
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ISIN
Number
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Thomson Reuters Corporation
Common Shares
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884903 10 5
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CA8849031056
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Thomson Reuters Corporation
Series II Preference Shares
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884903 30 3
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CA8849033037
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Thomson Reuters PLC Ordinary
Shares
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G8847Z 10 5
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GB00B29MWZ99
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Thomson Reuters PLC American
Depositary Shares (ADSs)
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885141 10 1
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US8851411012
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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).
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 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.
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 Corporations current expectations. Forward-looking
statements include the Corporations belief that the Reuters acquisition will
close on April 17, 2008. The closing of the transaction is subject to
approval by a court in 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 court 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
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Corporations
materials filed with the securities regulatory authorities in Canada and the
United States from time to time, including the Corporations 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 Thomsons and Reuters respective circulars, 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 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.
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