Transactions and Cases

The Thomson Corporation to combine with Reuters Group for US$35 billion

Torys is representing The Thomson Corporation with a team that includes Richard Balfour, Michael Siltala, David Seville, Cornell Wright, Danial Lam, Sue-Anne Fox, Jennifer Lennon and James Miller, with assistance from John Cameron and Wilfred Estey (corporate and Canadian securities); Andrew Beck and Jonathan Anderson (U.S. securities); James Welkoff and Kathy Moore (tax); Jay Holsten (competition); Joseph Romagnoli, Adam Delean and Tom Zverina (financing); James C. Tory and Andrew Gray (litigation).

On May 15, 2007, The Thomson Corporation (NYSE: TOC; TSX: TOC) and Reuters Group PLC (LSE: RTR, Nasdaq: RTRSY) announced that they agreed to combine the two companies through a dual-listed company structure with a pro forma capitalization of US$35 billion. The two companies will remain separate legal entities, but will be managed and operated as a unified group. The combined Thomson Financial unit with Reuters’ financial and media businesses will be called Thomson Reuters Markets, and the existing Thomson professional businesses (Legal, Tax and Accounting, Scientific and Healthcare) will together be known as Thomson-Reuters Professional. The detailed announcement and summary are found on Thomson’s website.

This is the first time a dual-listed company structure has been used by a North American public company. The transaction is transformational for Thomson: Thomson-Reuters will create a global leader in electronic information services, trading systems and news. The Thomson Financial unit with the acquired Reuters financial and media businesses will be called Reuters, and the existing Thomson professional businesses (Legal, Tax and Accounting, Scientific and Healthcare) will together be known as Thomson-Reuters Professional. Further information is found here.