TORONTO, April 26,
2023 /CNW/ -- Thomson Reuters (TSX/NYSE: TRI) today
filed its management proxy circular and related documents in
connection with the upcoming annual and special meeting at which
shareholders will be asked to approve a proposed return of capital
transaction, among other items. The management proxy circular and
related documents are available online and for pick-up, as set out
below.
The return of capital transaction consists of a cash
distribution of US$4.67 in cash per
common share, or approximately US$2.2
billion in the aggregate, to holders of common shares and a
consolidation of outstanding common shares (or "reverse stock
split") on a basis that is proportional to the cash distribution.
The share consolidation ratio will be based on the volume weighed
average trading price of the common shares on the New York Stock
Exchange for the five trading days immediately prior to the return
of capital becoming effective.
The proposed return of capital transaction is intended to
distribute cash on a basis that is generally expected to be
tax-free for Canadian tax purposes. Shareholders who are taxable in
a jurisdiction outside of Canada
(including taxable U.S. resident shareholders and others)
("Eligible Opt-Out Shareholders") will be able to opt out of the
transaction. This right to opt out is being provided to those
shareholders because in jurisdictions other than Canada the tax consequences of not
participating in the transaction may be preferable to those
associated with participating in the transaction. If an Eligible
Opt-Out Shareholder chooses to opt out, it will not receive the
cash distribution and will continue to hold the same number of
shares that it currently holds.
Details of the transaction (including information regarding the
opt-out right) are described in the management proxy circular and
related materials, which are available on www.tr.com in the
"Investor relations" section. The documents were filed with the
Canadian securities regulatory authorities on SEDAR and are
available at www.sedar.com. The documents were also furnished to
the U.S. Securities and Exchange Commission through EDGAR and are
available at www.sec.gov. The documents will also be available for
pick-up, free of charge, at Computershare Investor Services Inc.'s
offices in Toronto, Montreal, Vancouver and Calgary. Please contact Computershare Investor
Services Inc. using the phone numbers or e-mail address set out
below for the addresses of those offices.
The annual and special meeting of shareholders will be held on
Wednesday, June 14, 2023 at
12:00 p.m. EDT. The meeting will be
webcast at www.tr.com. Holders of Thomson Reuters common shares as
of 5:00 p.m. EDT on April 21, 2023 are entitled to vote at the
meeting.
Registered shareholders who have questions or need assistance
voting their shares may contact Computershare Investor Services
Inc., at 1.800.564.6253 (toll-free in Canada and the U.S.) or at
1.514.982. 7555 (outside Canada and the U.S.) or at the following
e-mail address: corporateactions@computershare.com. Non-registered
shareholders who hold their shares indirectly through an
intermediary (such as an investment dealer, stock broker, bank,
trust company or other nominee) should contact their intermediary
if they have questions or need assistance. Shareholders who have
questions or need assistance may also contact D.F. King & Co.,
Inc., who is acting as Information Agent for the transaction, at
1.866.864.4943 (toll-free in Canada and the U.S.) or at 1.212.269.5550
(outside Canada and the U.S.,
banks, brokers and collect calls) or at the following email
address: tri@dfking.com.
About Thomson Reuters
Thomson Reuters (NYSE / TSX: TRI) ("TR") informs the way forward
by bringing together the trusted content and technology that people
and organizations need to make the right decisions. The company
serves professionals across legal, tax, accounting, compliance,
government, and media. Its products combine highly specialized
software and insights to empower professionals with the data,
intelligence, and solutions needed to make informed decisions, and
to help institutions in their pursuit of justice, truth and
transparency. Reuters, part of Thomson Reuters, is the world's
leading provider of trusted journalism and news. For more
information, visit tr.com.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this news release are forward-looking,
including statements relating to the return of capital transaction
and the anticipated tax treatment for shareholders participating in
the transaction and those opting out. These forward-looking
statements are based on certain assumptions and reflect our
company's current expectations. As a result, forward-looking
statements are subject to a number of risks and uncertainties that
could cause actual results or events to differ materially from
current expectations, including other factors discussed in
materials that Thomson Reuters from time to time files with, or
furnishes to, the Canadian securities regulatory authorities and
the U.S. Securities and Exchange Commission. There is no assurance
that the return of capital transaction will be completed or that
other events described in any forward-looking statement will
materialize. Except as may be required by applicable law, Thomson
Reuters disclaims any obligation to update or revise any
forward-looking statements.
CONTACTS
MEDIA
Andrew Green
Senior Director,
Corporate Affairs
+1 332 219
1511
andrew.green@tr.com
|
INVESTORS
Gary E. Bisbee,
CFA
Head of Investor
Relations
+1 646 540
3249
gary.bisbee@tr.com
|
View original content to download
multimedia:https://www.prnewswire.com/news-releases/thomson-reuters-files-documents-for-proposed-return-of-capital-transaction-301808835.html
SOURCE Thomson Reuters