Thomson
Reuters Announces Definitive Agreement to Sell its Intellectual
Property & Science Business to Onex and Baring Asia for
$3.55 billion
NEW YORK, July 11, 2016 -- Thomson Reuters (TSX/NYSE:
TRI) today announced that it has entered into a definitive
agreement to sell its Intellectual Property & Science business
to private equity funds affiliated with Onex Corporation ("Onex")
and Baring Private Equity Asia ("Baring Asia") for $3.55 billion in cash.
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The sale is subject to regulatory approval and customary closing
conditions, including the expiration or termination of applicable
waiting periods under the Hart-Scott-Rodino Antitrust Improvements
Act, and is expected to close in the next few months. The sale is
not subject to any financing condition. Onex and Baring Asia have
obtained debt and equity commitments for the transaction.
The Intellectual Property & Science business provides
comprehensive intellectual property and scientific information,
decision support tools and services that enable the lifecycle of
innovation for governments, academia, publishers and corporations
to discover, protect and commercialize new ideas and brands. Its
portfolio includes Web of Science, Thomson CompuMark, Thomson
Innovation, MarkMonitor, Thomson Reuters Cortellis and Thomson IP
Manager.
"We are pleased to announce the agreement today to sell our
Intellectual Property & Science business to Onex and Baring
Asia," said Jim Smith, president and
chief executive officer of Thomson Reuters. "With the completion of
this divestiture, Thomson Reuters will be even more focused on
operating at the intersection of global commerce and
regulation."
"Intellectual Property & Science is a diversified portfolio
of high-quality, well-positioned businesses providing proprietary,
curated content through products and services that are entrenched
in their customers' day-to-day activities," said Kosty Gilis, a Managing Director with Onex. "We
are delighted to have the opportunity to acquire the company and
partner with management and Baring Asia to enhance Intellectual
Property & Science's operations and support its growth in the
years to come."
"We look forward to partnering with Intellectual Property &
Science management and Onex to support the development of the
company globally, particularly in Asia where we see a differentiated growth
opportunity," said Jean Eric Salata,
Founder and Chief Executive of Baring Asia. "Already an established
leader in China and across the
region, we believe the outlook for the business is underpinned by
an increasing shift towards more knowledge driven economies and a
continued emphasis on research and development."
Thomson Reuters expects to use about $1
billion of the net proceeds to buy back shares and the
balance to pay down debt (primarily commercial paper) and reinvest
in the business. Any share buybacks will be part of the previously
announced $1.5 billion share buyback
program.
Guggenheim Securities, LLC and J.P. Morgan Securities LLC are
acting as financial advisors to Thomson Reuters for the proposed
divestiture.
Allen & Overy LLP is acting as legal counsel for Thomson
Reuters.
Thomson Reuters
Thomson Reuters is the world's leading source of news and
information for professional markets. Our customers rely on us to
deliver the intelligence, technology and expertise they need to
find trusted answers. The business has operated in more than 100
countries for more than 100 years. Thomson Reuters shares are
listed on the Toronto and New York
Stock Exchanges (symbol: TRI). For more information, visit
http://www.thomsonreuters.com/.
Onex
Onex is one of the oldest and most successful private equity firms.
Through its Onex Partners and ONCAP private equity funds, Onex
acquires and builds high-quality businesses in partnership with
talented management teams. At Onex Credit, Onex manages and invests
in leveraged loans, collateralized loan obligations and other
credit securities. The Company has approximately $23 billion of assets under management, including
$6 billion of Onex proprietary
capital, in private equity and credit securities. With offices in
Toronto, New York, New
Jersey and London, Onex
invests its capital through its two investing platforms and is the
largest limited partner in each of its private equity funds.
Onex' businesses have assets of $36
billion, generate annual revenues of $23 billion and employ approximately 145,000
people worldwide. Onex shares trade on the Toronto Stock Exchange
under the stock symbol OCX. For more information on Onex, visit its
website at http://www.onex.com/. The Company's security filings can
also be accessed at http://www.sedar.com/.
Baring Private Equity Asia
Baring Private Equity Asia is one of the largest and most
established independent alternative asset management firms in
Asia, with a total committed
capital of over $10 billion. The firm
runs a pan-Asian investment program, sponsoring management buyouts
and providing growth capital to companies for expansion or
acquisitions, as well as a pan-Asian real estate private equity
investment program. The firm has been investing in Asia since its formation in 1997 and has over
125 employees located across seven Asian offices in Hong Kong, Shanghai, Beijing, Mumbai, Singapore, Jakarta, and Tokyo. Baring Asia currently has over 35 portfolio companies
active across Asia with a total of
150,000 employees and sales of approximately $31 billion in 2015. For more information, please
visit http://www.bpeasia.com/.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this news release are forward-looking,
including the company's current expectations regarding the timing
for closing of the transaction and its uses of proceeds. 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 the parties'
ability to receive regulatory approvals and satisfy conditions to
closing as well as 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 a transaction
involving all or part of the Intellectual Property & Science
business 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
David Crundwell
Senior Vice President, Corporate Affairs
+44 20 7542 8763
david.crundwell@thomsonreuters.com |
INVESTORS
Frank J. Golden
Senior Vice President, Investor Relations
+1 646 223 5288
frank.golden@thomsonreuters.com |
SOURCE Thomson Reuters