Thomson Reuters Recommends Shareholders Reject TRC Capital's "Mini-Tender"
Offer
NEW YORK, Sept. 15, 2014 -- Thomson Reuters (TSX/NYSE: TRI) has been notified
of an unsolicited mini-tender offer by TRC Capital Corporation (TRC Capital) to
purchase up to 2.5 million Thomson Reuters common shares, or approximately
0.31% of the common shares outstanding, at a price of C$39.75 per share.Thomson
Reuters does not endorse this unsolicited mini-tender offer and recommends that
shareholders reject the offer and do not tender their shares in response to the
offer.
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Shareholders are cautioned that the mini-tender offer has been made at a price
below market, representing a discount of 4.33% and 4.41%, respectively, to the
closing prices of Thomson Reuters shares on the Toronto Stock Exchange and New
York Stock Exchange on September 10, 2014, the last trading day before the
mini-tender offer was commenced. In addition, the offer is highly conditional.
TRC Capital's offer states that it may terminate the offer if, among other
things, the market price of Thomson Reuters shares declines since the close of
business on September 10, 2014.
Thomson Reuters is not associated with TRC Capital, its mini-tender offer or
the mini-tender offer documentation. The TRC Capital mini-tender offer is also
not related to Thomson Reuters own previously announced plans to repurchase up
to US$1 billion of its shares by the end of 2015, which is being effected
through the Toronto Stock Exchange's normal course issuer bid rules.
TRC Capital has made similar unsolicited mini-tender offers for shares of other
public companies. Mini-tender offers are designed to seek less than 5% of a
company's outstanding shares, thereby avoiding many disclosure and procedural
requirements applicable to most bids under Canadian and United States
securities legislation.
The Canadian Securities Administrators (CSA) have expressed serious concerns
about mini-tender offers such as the possibility that investors might tender to
a mini-tender offer based upon a misunderstanding of the terms of the offer,
including the per securities price available under the offer relative to the
market price of such securities. Comments from the CSA on mini-tenders can be
found on the Ontario Securities Commission website at: http://www.osc.gov.on.ca
/en/SecuritiesLaw_csa_19991210_61-301.jsp
The U.S. Securities and Exchange Commission (SEC) has also published investor
tips regarding mini-tender offers on its website at: http://www.sec.gov/
investor/pubs/minitend.htm. The SEC states: "[s]ome bidders make mini-tender
offers at below-market prices, hoping that they will catch investors off guard
if the investors do not compare the offer price to the current market price."
Thomson Reuters also encourages brokers and dealers, as well as other market
participants, to review the SEC's letter regarding broker－dealer mini－tender
offer dissemination and disclosures on the SEC's website at: http://www.sec.gov
/divisions/marketreg/minitenders/sia072401.htm.
Thomson Reuters urges investors to obtain current market quotations for their
shares, consult with their broker or financial advisor and exercise caution
with respect to TRC Capital's offer. According to TRC Capital's offer
documents, Thomson Reuters shareholders who have already tendered their shares
may withdraw their shares at any time before 12:01 a.m. (Toronto time) on
October 10, 2014 by following the procedures described in the TRC Capital offer
documents.
Thomson Reuters requests that a copy of this news release be included with all
distributions of materials relating to TRC Capital's mini-tender offer.
Thomson Reuters
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CONTACTS
MEDIA INVESTORS
David Girardin Frank J. Golden
Corporate Affairs Senior Vice President, Investor Relations
+1 646 223 4870 +1 646 223 5288
david.girardin@thomsonreuters.com frank.golden@thomsonreuters.com
SOURCE Thomson Reuters