NEW YORK, Sept. 15, 2014 /PRNewswire/ -- 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.
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
Thomson Reuters is the world's leading
source of intelligent information for businesses and
professionals. We combine industry expertise with innovative
technology to deliver critical information to leading decision
makers in the financial and risk, legal, tax and accounting,
intellectual property and science and media markets, powered by the
world's most trusted news organization. Thomson Reuters shares
are listed on the Toronto and New
York Stock Exchanges (symbol: TRI). For more information, go to
www.thomsonreuters.com.
CONTACTS
MEDIA
David
Girardin
Corporate Affairs
+1 646 223 4870
david.girardin@thomsonreuters.com
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INVESTORS
Frank J. Golden
Senior Vice President, Investor Relations
+1 646 223 5288
frank.golden@thomsonreuters.com
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SOURCE Thomson Reuters