TORONTO, June 16,
2023 /PRNewswire/ -- Thomson Reuters (TSX/NYSE: TRI)
announced that the Ontario Superior Court of Justice
(Commercial List) issued a final order today approving a plan of
arrangement to implement the company's proposed return of capital
transaction. On June 14, 2023,
Thomson Reuters received shareholder approval for the return of
capital transaction at its annual and special meeting.
The return of capital transaction consists of a distribution of
US$4.67 in cash per common share
(approximately US$2.2 billion in the
aggregate) and a consolidation of the company's outstanding common
shares (or reverse stock split) on a basis that is proportional to
the cash distribution.
Timeline/Next Steps
- The plan of arrangement for the return of capital transaction
is subject to final approval by the Toronto Stock Exchange (TSX)
and New York Stock Exchange (NYSE).
- If those final approvals are received:
-
- Thomson Reuters will determine the share consolidation ratio
after 4:00 p.m. (Toronto
time) on June 22, 2023 and issue a
news release later that day with applicable information for
shareholders;
- The plan of arrangement will become effective at 3:01 a.m. (Toronto time) on June
23, 2023 and the post-consolidation shares are expected to
begin trading on the TSX and NYSE under a new CUSIP when markets
open that day;
- As promptly as practicable after the transaction is effective,
the company's depositary for the transaction (Computershare
Investor Services Inc.) will deliver cash distribution amounts to
registered participating shareholders, subject to the terms and
conditions of the transaction. The effects of the share
consolidation will be reflected in the company's share register.
Beneficial or non-registered shareholders participating in the
transaction will receive cash distributions from their bank, broker
or other intermediary and the effects of the share consolidation
will be recorded in their accounts; and
- Eligible shareholders who duly exercised their right to opt out
of the transaction will not receive the cash distribution and will
continue to hold the same number of shares that they held prior to
the effective time of the transaction. Opt-out deadlines expired
earlier this week.
Further details of the proposed return of capital transaction
are described in the company's 2023 management proxy circular and
related materials, which are available on www.thomsonreuters.com in
the "Investor relations" section. The return of capital documents
were previously 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.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this news release are forward-looking,
including statements relating to the return of capital transaction.
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.
About Thomson Reuters
Thomson Reuters (NYSE / TSX: TRI) 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.
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-receives-court-approval-for-return-of-capital-transaction-301853514.html
SOURCE Thomson Reuters