SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of December 2022
Commission File Number: 1-31349
THOMSON REUTERS CORPORATION
(Translation of registrants name into English)
333 Bay Street, Suite 300
Toronto, Ontario M5H 2R2, Canada
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☐ Form 40-F ☒
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
THOMSON REUTERS CORPORATION
Date: December 12, 2022
|99.1||News release dated December 12, 2022 Thomson Reuters and Blackstone Sign Definitive Agreement to Sell Shares of London Stock Exchange Group plc to Microsoft|
Thomson Reuters and Blackstone Sign Definitive Agreement to Sell
Shares of London Stock Exchange Group plc to Microsoft
TORONTO, December 12, 2022 Thomson Reuters (TSX/NYSE: TRI) today announced that it and certain investment funds affiliated with Blackstone have agreed to sell shares in London Stock Exchange Group plc (LSEG) that they co-own to Microsoft. Thomson Reuters plans to use the approximately $1B of gross proceeds from the transaction to pursue organic and inorganic opportunities in key growth segments and provide returns to shareholders. Closing of the transaction is subject to customary antitrust and regulatory approvals and is expected to complete in the first quarter of 2023.
In connection with the transaction, LSEG has agreed to amend the terms of contractual lock-up provisions previously agreed between LSEG and the Blackstone/Thomson Reuters entities that hold the LSEG shares. As a result of the amendment, the number of LSEG shares that the Blackstone/Thomson Reuters entities will be able to sell, in aggregate, between January 30, 2023 and January 29, 2024 will be unchanged and the number of LSEG shares that the Blackstone/Thomson Reuters entities will be able to sell between January 30, 2024 and January 29, 2025 will be reduced by half of the number of shares sold to Microsoft. The contractual lock-up provisions cease to apply after January 29, 2025.
Thomson Reuters is a leading provider of business information services. Our products include highly specialized information-enabled software and tools for legal, tax, accounting and compliance professionals combined with the worlds most global news service Reuters. 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 companys 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 companys 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 the shares of London Stock Exchange Group plc 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.
This news release does not constitute an offer to purchase, or a solicitation of an offer to sell, securities of the company, nor is it a substitute for any issuer bid, tender offer or other documents that may be filed by the company with the Canadian securities regulatory authorities or the U.S. Securities and Exchange Commission.
Senior Director, Corporate Affairs
+1 332 219 1511
Gary Bisbee, CFA
Head of Investor Relations
+1 646 540 3249