Thomson Files Information Circular for Approval of Reuters Acquisition
Transaction Expected to Close on April 17; Interim Dividend to be Paid
(All amounts are in U.S. dollars)
STAMFORD, Conn., Feb. 29 -- The Thomson Corporation (NYSE: TOC; TSX: TOC), a leading provider of information solutions to business and professional customers worldwide, has filed an information circular for its upcoming shareholders meeting to approve the Reuters acquisition. The shareholders meeting will be held on March 26, 2008 at 10:00 a.m. (EDT) at Roy Thomson Hall in Toronto, Canada. Separately today, Reuters filed a circular for its own shareholder meetings to be held on March 26, 2008 in London to approve the transaction. Thomson's acquisition of Reuters is expected to close on April 17, 2008, and the transaction has received all required antitrust/regulatory clearances.
Thomson and Reuters have historically paid dividends to their shareholders at different times of the year, and in different amounts. To align the timing and amount of future dividend payments to Thomson Reuters shareholders, an interim dividend of $0.31747 per share will be paid on May 1, 2008 to Thomson common shareholders of record on April 16, 2008. The interim dividend is based on Thomson's previously announced 2008 quarterly dividend rate of $0.27 per share (or $1.08 per share for the year) and covers the period from January 1, 2008 through April 16, 2008. The payment of the interim dividend in May will result in Thomson Reuters not paying a dividend in June 2008, as has been Thomson's past practice, and regularly scheduled dividend payments will resume in September 2008 ($0.22253 per share) and in December 2008 ($0.27 per share).
More information about the Thomson Reuters business, the Thomson Reuters Board and executive management team and dividends expected to be paid during the remainder of 2008 is available in the information circular.
Holders of Thomson common shares as of 5:00 p.m. (ET) on February 22, 2008 will be entitled to vote at the upcoming meeting. The circular is being mailed to shareholders. A copy of the circular is available at the SEC's website at www.sec.gov, at the Canadian securities regulatory authorities' website at www.sedar.com and at www.thomson.com.
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 Corporation's 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 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.
Media Contact:
Fred Hawrysh
Global Director,
External Communications
(203) 539-8314
fred.hawrysh@thomson.com
Investor Contact:
Frank J. Golden
Vice President,
Investor Relations
(203) 539-8470
frank.golden@thomson.com
FCMN Contact: beth.torgerson@bm.com
Source: The Thomson Corporation
Web site: www.thomson.com/
http://www.thetakeoverpanel.org.uk/
