Thomson Reuters receives Court approval for return of capital transaction


Thomson Reuters (NYSE:TRI)

Information giant Thomson Reuters (NYSE:TRI) has just 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. Yesterday, Thomson Reuters received shareholder approval for the return of capital transaction at a special meeting held in Toronto.

The return of capital transaction is one of several ways that the company is returning US$10 billion of proceeds from its recently closed Financial & Risk transaction to its shareholders. The return of capital transaction consists of a distribution of US$4.45 in cash per common share (approximately US$2.5 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 November 26, 2018 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 November 27, 2018 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 Trust Company of Canada) 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 last week.

Further details of the proposed return of capital transaction are described in the company’s management proxy circular dated October 16, 2018 and related materials, which are available on Thomson Reuters’ website in the “Investor relations” section.

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Thomson Reuters receives Court approval for return of capital transaction

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