Reuters Group Plc /Adr/ - Filing of certain prospectuses and communications in connection with business combination transa (425)
09 Ottobre 2007 - 10:29PM
Edgar (US Regulatory)
FORM 425
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Filed pursuant to Rule 425 under the Securities Act of 1933, as
amended.
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Filed by: The Thomson Corporation
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Subject Company: Reuters Group PLC
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Exchange Act File Number of Subject Company: 333-08354
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Note:
The slides below form part of a presentation given by The Thomson Corporation
on October 9, 2007 at 8:30 a.m., London time. The filing of these slides
under Rule 425 shall not be deemed an acknowledgment that such a filing is
required or that an offer requiring registration under the Securities Act of
1933, as amended, may ever occur in connection with the possible business
combination transaction described herein.
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Explanatory
note
: Additional
slides related to The Thomson Corporations proposed transaction with Reuters
Group PLC that were used in the Investor Day presentation given today in London
were previously filed by The Thomson Corporation under Rule 425 on October 3,
2007 in connection with its Investor Day held on that day in New York. This
filing reflects an updated slide included in todays presentation.
CAUTIONARY NOTE CONCERNING FACTORS THAT MAY AFFECT FUTURE
RESULTS
This presentation, in particular the discussion of the
proposed acquisition of Reuters Group PLC and remarks related to Thomsons
outlook and prospects, includes forward-looking statements, such as Thomsons
beliefs and expectations regarding its financial performance. These
statements are based on certain assumptions and reflect Thomsons current
expectations. Forward-looking statements also include statements about
Thomsons beliefs and expectations related to industry and sector trends
related to its businesses, as well as
its
beliefs about the benefits to shareholders and customers of the combined
Thomson-Reuters business after the deal closes and the opportunities that may
be available to the combined business. While Thomson believes that the
proposed transaction with Reuters Group PLC will be approved by
antitrust/competition authorities, there can be no assurance that the required
approvals will be obtained, how long it will take to obtain such approvals or
what conditions, if any, such authorities may impose. All forward-looking
statements in this presentation are subject to a number of risks and
uncertainties that could cause actual results or events to differ materially
from current expectations. These risks and uncertainties include the ability to
achieve the cost savings and synergies contemplated through the proposed
Reuters transaction; the failure of Reuters shareholders to approve the proposed
transaction; the effect of regulatory conditions, if any, imposed by regulatory
authorities; the reaction of Thomsons and Reuters customers, employees and
suppliers to the proposed transaction; the ability to promptly and effectively
integrate the businesses of Thomson and Reuters after the transaction closes;
and the diversion of management time on proposed transaction-related issues.
Additional factors that could cause actual results or events to differ
materially from current expectations are discussed in Thomsons materials filed
with the securities regulatory authorities in Canada and the United States from
time to time, including Thomsons latest annual information form, which is also
contained in its most recent annual report on Form 40-F filed with the US
Securities and Exchange Commission (SEC). Any forward-looking statements
made by or on behalf of Thomson speak only as of the date they are made.
Thomson disclaims any intention or obligation to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise, other than as required by law.
ADDITIONAL INFORMATION
This presentation does not constitute an offer for sale of
any securities or an offer or an invitation to purchase any such securities.
Following satisfaction or waiver of the pre-conditions to the proposed Reuters
transaction, documents relating to the proposed transaction will be furnished
to or filed with the SEC. Shareholders are urged to read such documents
regarding the proposed transaction if and when they become available, because
they will contain important information. Shareholders will be able to obtain
free copies of these documents, as well as other filings containing information
about the companies, without charge, at the SECs website at
www.sec.gov
, at the Canadian securities
regulatory authorities website at
www.sedar.com
and from Thomson. These documents will also be
available for inspection and copying at the public reference room maintained by
the SEC at 100 F Street, N.E., Washington, D.C. 20549, US. For further
information about the public reference room, call the SEC at +1 800-732-0330.
No statement in this presentation is intended to constitute a
profit forecast.
This
presentation contains disclosures of certain non-GAAP financial measures.
Please see the Investor Relations section of
www.thomson.com
for a reconciliation of each of these measures as used by Thomson to
the most directly comparable GAAP financial measure.
Combined
Thomson and Reuters financial amounts for 2006 included in this presentation
are derived from the published financial statements of The Thomson Corporation
and Reuters Group PLC for the year ended December 31, 2006. Thomson prepares
its financial statements under Canadian generally accepted accounting
principles (Canadian GAAP) and Reuters prepares its financial statements
under International Financial Reporting Standards (IFRS). Canadian GAAP and
IFRS differ in certain significant respects. For purposes of this presentation,
amounts determined under Canadian GAAP and IFRS have been aggregated without
any adjustment for differences in accounting policy or application.
Accordingly, information for the combined business prepared on a consistent
basis under either Canadian GAAP or under IFRS could differ significantly from
the combined information presented herein. In addition this combined
information does
not
constitute Pro Forma Financial Information as it is defined in Article 11 of
Regulation S-X of the United States Securities and Exchange Commission.
Both
Thomson and Reuters use non-GAAP financial measures to provide additional
information to shareholders on the performance of their businesses. Amounts
included in this presentation for non-GAAP financial measures are based on the
closest similar measures reported by Thomson and Reuters. While certain
adjustments have been made to align the measures to the extent possible using
public information, there can be no assurance that those measures are in fact
comparable.
This
presentation is being communicated in the United Kingdom only to persons who
have professional experience in matters relating to investments falling within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the
Order
)
and to persons to whom it may otherwise be lawful to communicate it to (all
such persons being referred to as
relevant
persons
). This presentation is only directed at relevant persons and
any investment or investment activity to which the presentation relates is only
available to relevant persons or will be engaged in only with relevant persons.
Solicitations resulting from this presentation will only be responded to if the
person concerned is a relevant person. Other persons should not rely or act
upon this presentation or any of its contents. The recipients of this
presentation should not base any behavior in relation to qualifying investments
or relevant products (as defined in the Financial Services and Markets Act 2000
(
FSMA
) and the Code of Market
Conduct made pursuant to FSMA) which would amount to market abuse for the
purposes of FSMA on the information in this presentation until after the
information has been made generally available. Nor should the recipient use the
information in this presentation in any way which would constitute market
abuse.
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Investor Day
October 9, 2007
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Safe Harbor
CAUTIONARY NOTE CONCERNING FACTORS THAT MAY AFFECT FUTURE RESULTS This
presentation, in particular the discussion of the proposed acquisition of
Reuters Group PLC and remarks related to Thomsons outlook and prospects,
includes forward-looking statements, such as Thomsons beliefs and
expectations regarding its financial performance. These statements are based
on certain assumptions and reflect Thomsons current expectations.
Forward-looking statements also include statements about Thomsons beliefs
and expectations related to industry and sector trends related to its
businesses, as well as its beliefs about the benefits to shareholders and
customers of the combined Thomson-Reuters business after the deal closes and
the opportunities that may be available to the combined business. While
Thomson believes that the proposed transaction with Reuters Group PLC will be
approved by antitrust/competition authorities, there can be no assurance that
the required approvals will be obtained, how long it will take to obtain such
approvals or what conditions, if any, such authorities may impose. All
forward-looking statements in this presentation are subject to a number of
risks and uncertainties that could cause actual results or events to differ
materially from current expectations. These risks and uncertainties include
the ability to achieve the cost savings and synergies contemplated through
the proposed Reuters transaction; the failure of Reuters shareholders to
approve the proposed transaction; the effect of regulatory conditions, if
any, imposed by regulatory authorities; the reaction of Thomsons and
Reuters customers, employees and suppliers to the proposed transaction; the
ability to promptly and effectively integrate the businesses of Thomson and
Reuters after the transaction closes; and the diversion of management time on
proposed transaction-related issues. Additional factors that could cause
actual results or events to differ materially from current expectations are
discussed in Thomsons materials filed with the securities regulatory
authorities in Canada and the United States from time to time, including
Thomsons latest annual information form, which is also contained in its most
recent annual report on Form 40-F filed with the US Securities and Exchange
Commission (SEC). Any forward-looking statements made by or on behalf of
Thomson speak only as of the date they are made. Thomson disclaims any
intention or obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise, other
than as required by law. ADDITIONAL INFORMATION This presentation does not
constitute an offer for sale of any securities or an offer or an invitation
to purchase any such securities. Following satisfaction or waiver of the
pre-conditions to the proposed Reuters transaction, documents relating to the
proposed transaction will be furnished to or filed with the SEC. Shareholders
are urged to read such documents regarding the proposed transaction if and
when they become available, because they will contain important information.
Shareholders will be able to obtain free copies of these documents, as well
as other filings containing information about the companies, without charge, at
the SECs website at www.sec.gov, at the Canadian securities regulatory
authorities website at www.sedar.com and from Thomson. These documents will
also be available for inspection and copying at the public reference room
maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549, USA. For
further information about the public reference room, call the SEC at +1
800-732-0330. No statement in this presentation is intended to constitute a
profit forecast. This presentation contains disclosures of certain non-GAAP
financial measures. Please see the Investor Relations section of
www.thomson.com for a reconciliation of each of these measures as used by
Thomson to the most directly comparable GAAP financial measure. Combined
Thomson and Reuters financial amounts for 2006 included in this presentation
are derived from the published financial statements of The Thomson
Corporation and Reuters Group PLC for the year ended December 31, 2006.
Thomson prepares its financial statements under Canadian generally accepted
accounting principles (Canadian GAAP) and Reuters prepares its financial
statements under International Financial Reporting Standards (IFRS).
Canadian GAAP and IFRS differ in certain significant respects. For purposes
of this presentation, amounts determined under Canadian GAAP and IFRS have
been aggregated without any adjustment for differences in accounting policy
or application. Accordingly, information for the combined business prepared
on a consistent basis under either Canadian GAAP or under IFRS could differ
significantly from the combined information presented herein. In addition
this combined information does not constitute Pro Forma Financial Information
as it is defined in Article 11 of Regulation S-X of the United States
Securities and Exchange Commission. Both Thomson and Reuters use non-GAAP
financial measures to provide additional information to shareholders on the
performance of their businesses. Amounts included in this presentation for
non-GAAP financial measures are based on the closest similar measures
reported by Thomson and Reuters. While certain adjustments have been made to
align the measures to the extent possible using public information, there can
be no assurance that those measures are in fact comparable. This presentation
is being communicated in the United Kingdom only to persons who have
professional experience in matters relating to investments falling within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the Order) and to persons to whom it may otherwise be
lawful to communicate it to (all such persons being referred to as relevant
persons). This presentation is only directed at relevant persons and any
investment or investment activity to which the presentation relates is only
available to relevant persons or will be engaged in only with relevant
persons. Solicitations resulting from this presentation will only be
responded to if the person concerned is a relevant person. Other persons
should not rely or act upon this presentation or any of its contents. The
recipients of this presentation should not base any behavior in relation to
qualifying investments or relevant products (as defined in the Financial
Services and Markets Act 2000 (FSMA) and the Code of Market Conduct made
pursuant to FSMA) which would amount to market abuse for the purposes of FSMA
on the information in this presentation until after the information has been
made generally available. Nor should the recipient use the information in
this presentation in any way which would constitute "market abuse.
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Transaction
Update European Commission Phase 2 announced October 8th Anticipate review
completion during Q1 2008 U.S. Department of Justice review also taking place
No formal Hart-Scott-Rodino filing made due to DLC structure DOJ conducting a
review similar to a formal HSR review Expect DOJ to provide decision by
January 15, 2008 Integration planning teams in place and making progress
Integration committees formed to identify opportunities Focused on serving
customers and growing their businesses 22
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