UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-4F
(Amendment No. 1)
(Rule 13e-102)
TENDER OFFER STATEMENT PURSUANT TO SECTION 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND RULE 13e-4 THEREUNDER
THOMSON REUTERS CORPORATION
(Exact name of Issuer as specified in its Charter)
Ontario, Canada
(Jurisdiction of Issuer’s Incorporation or Organization)
Thomson Reuters Corporation
(Name(s) of Person(s) Filing Statement)
Common Shares, no par value
(Title of Class of Securities)
884903105
(CUSIP Number of Class of Securities)
Thomson Reuters Corporation
333 Bay Street, Suite 400
Toronto, Ontario M5H 2R2, Canada
Attn: Erin Brown, Treasurer
(416) 687-7500
(Name, address and telephone number of person authorized to
receive notices and communications on behalf of the person(s) filing statement)
with a copy to:
| Deirdre Stanley, Executive Vice President, General Counsel & Secretary Thomson Reuters Holdings Inc. 3 Times Square New York, New York 10036 (646) 223-4000 |
Andrew J. Beck, Esq. Mile T. Kurta, Esq. Torys LLP 1114 Avenue of the Americas New York, New York 10036 (212) 880-6000 |
August 28, 2018
(Date tender offer first published, sent or given to security holders)
CALCULATION OF FILING FEE:
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| Transaction Valuation | Amount of Filing Fee | |
| US$9,000,000,000(1) | US$1,120,500.00(1)(2) | |
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| (1) | The fee has been calculated pursuant to the instructions for Schedule 13E-4F as prescribed by Section 13(e)(3) of the Securities Exchange Act of 1934, as amended, based on a maximum aggregate purchase price of US$9,000,000,000. |
| (2) | Previously paid. |
| ☒ | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. |
| Amount Previously Paid: US$1,120,500.00 | Registration No. 005-50744 | |
| Filing Party: Thomson Reuters Corporation | ||
| Form 13E-4F | Date Filed: August 28, 2018 |
EXPLANATORY NOTE
This Amendment No. 1 (this “Amendment No. 1”) amends and supplements the Schedule 13E-4F (the “Schedule 13E-4F”) filed with the Securities Exchange Commission on August 28, 2018 by Thomson Reuters Corporation (the “Company”), a company organized under the laws of Canada, in connection with the Company’s substantial issuer bid/tender offer (the “SIB”) pursuant to which the Company offered to purchase from shareholders for cancellation up to US$9 billion of its outstanding common shares (“Common Shares”) at a purchase price that will allow it to purchase the maximum number of common shares properly tendered to the SIB, and not properly withdrawn, having an aggregate purchase price not exceeding US$9 billion, on and subject to the terms and conditions set forth in the Offer to Purchase and Circular dated August 28, 2018 and the accompanying Letter of Transmittal.
The Schedule 13E-4F is hereby amended and supplemented by adding the following:
| • | The SIB expired at 11:59 p.m. (Toronto time) on October 2, 2018. Based on preliminary results, approximately US$6.5 billion of Common Shares were tendered under the SIB (including Common Shares tendered by notice of guaranteed delivery). The Company expects to take up and purchase for cancellation approximately 138.7 million Common Shares at a purchase price of US$47.00 per Common Share. The number of Common Shares to be purchased under the SIB and the purchase price are preliminary, subject to verification by the depositary and assume that all Common Shares tendered through notice of guaranteed delivery will be delivered within the two trading day settlement period. |
| • | Reference is hereby made to the press release issued by the Company on October 3, 2018, a copy of which is attached hereto as Exhibit 99.11. |
PART II
INFORMATION NOT REQUIRED TO BE SENT TO SHAREHOLDERS
The Issuer has filed the following as Exhibits to this Amendment No. 1:
| Exhibit Number |
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| 99.11 | Press Release dated October 3, 2018—Thomson Reuters Announces Preliminary Results of its Substantial Issuer Bid/Tender Offer | |
PART IV
SIGNATURES
By signing this Amendment No. 1, the person filing this Amendment No. 1 consents without power of revocation that any administrative subpoena may be served, or any administrative proceeding, civil suit or civil action where the cause of action arises out of or relates to or concerns any offering made or purported to be made in connection with the filing on Schedule 13E-4F or any purchases or sales of any security in connection therewith, may be commenced against it in any administrative tribunal or in any appropriate court in any place subject to the jurisdiction of any state or of the United States by service of said subpoena or process upon the registrant’s designated agent.
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| THOMSON REUTERS CORPORATION | ||
| By: | /s/ Erin Brown | |
| Name: | Erin Brown | |
| Title: | Treasurer | |
Date: October 3, 2018
Exhibit 99.11
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Thomson Reuters Announces Preliminary Results of its
Substantial Issuer Bid/Tender Offer
TORONTO, October 3, 2018 – Thomson Reuters (TSX/NYSE: TRI) today announced the preliminary results of its substantial issuer bid/tender offer (SIB) to purchase from shareholders for cancellation up to US$9 billion of its outstanding common shares. The SIB expired at 11:59 p.m. (Toronto time) on October 2, 2018. Based on preliminary results, approximately US$6.5 billion of shares were tendered under the SIB (including shares tendered by notice of guaranteed delivery).
In accordance with the terms and conditions of the SIB and based on a preliminary count by Computershare Trust Company of Canada, as depositary for the SIB, Thomson Reuters expects to take up and purchase for cancellation approximately 138.7 million shares at a purchase price of US$47.00 per share. The shares expected to be purchased under the SIB represent approximately 19.8% of the shares issued and outstanding on a non-diluted basis at the time that the SIB was announced. After giving effect to the SIB, approximately 562 million shares are expected to be issued and outstanding.
The number of shares to be purchased under the SIB and the purchase price are preliminary, subject to verification by the depositary and assume that all shares tendered through notice of guaranteed delivery will be delivered within the two trading day settlement period. Thomson Reuters will announce the final results following completion of take-up of the shares.
The company’s principal shareholder, The Woodbridge Company Limited and its affiliates (Woodbridge) made a proportionate tender, which maintains its proportionate equity ownership in Thomson Reuters of approximately 64% following completion of the SIB.
As the number of shares tendered under the SIB was less than the US$9 billion target, Thomson Reuters plans to provide additional information regarding completing returns to shareholders in connection with announcing final results of the SIB on October 8, 2018.
This news release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell shares.
Thomson Reuters
Thomson Reuters (TSX/NYSE: TRI) is the world’s leading provider of news and information-based tools to professionals. Our worldwide network of journalists and specialist editors keep customers up to speed on global developments, with a particular focus on legal, regulatory and tax changes. Thomson Reuters shares are listed on the Toronto and New York Stock Exchanges. For more information on Thomson Reuters, visit tr.com and for the latest world news, reuters.com.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this news release are forward-looking, including the final size and purchase price for the SIB, the expected number of shares outstanding after the SIB, and the company’s expectation to provide additional returns to shareholders. 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 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 the SIB 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.
Thomson Reuters Announces Preliminary Results of its Substantial Issuer Bid/Tender Offer
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CONTACTS
| MEDIA David Crundwell Senior Vice President, Corporate Affairs +1 416 649 9904 david.crundwell@tr.com |
INVESTORS Frank J. Golden Senior Vice President, Investor Relations +1 646 223 5288 frank.golden@tr.com |