Thomson Corporation and Reuters agree to merge

May 16, 2007

The Thomson Corporation and Reuters Group PLC announced Tuesday that they have agreed to combine the two companies. The boards of both Thomson and Reuters will recommend the merger to their shareholders.

The Canadian Thomson-family holding company Woodbridge, which controls 70% of Thomson, has agreed to vote in favour of the deal and the Reuters Founders Share Company, which controls a special share in Reuters, will also support the merger.

Based on the TSX CA$46.36 closing share price of Thomson on May 14, 2007, each Reuters share would be valued at 691 pence and, therefore, the full capital of Reuters valued at approximately £8.7 billion. Cash requirements for the deal are to be provided by Thomson. Woodbridge will own approximately 53 percent of the combined company, other Thomson shareholders 23 percent and Reuters shareholders about 24 percent.

The merger arrangement will leave two separate companies that will be operated as a single entity. The boards of the two companies will be identical as will the senior executive management team. Thomson will be renamed to Thomson-Reuters Corporation, and will be listed on both the TSX and the NYSE. Thomson-Reuters PLC will list on the London Stock Exchange and the NYSE.

Reuters current CEO, Tom Glocer, will become CEO of the combined company while Thomson President and CEO Richard J. Harrington will retire at the completion of the merger.

Thomson has currently 32,000 employees worldwide, with operations in 37 countries and revenues of US$6.6 billion in 2006. Thomson's major business operations centre around financial information and legal services, with smaller ventures in tax accounting, health care, and the scientific field. Thomson is headquartered in Stamford, Connecticut, in the United States.

Reuters is one of the world's largest news agencies, with a total of 16,800 staff in all divisions, but derives more than 90 percent of its revenue from its financial service business. It is the merger of Thomson and Reuter's financial services divisions that may have been the genesis of the talks. It has been suggested that both companies wanted a better economy of scale to compete with Bloomberg, the American financial services giant.

"We are enormously proud of the evolution of The Thomson Corporation and the value it has created for all our shareholders," said David Thomson, Chairman of Thomson. "We recognize the rich history of Reuters and are committed to uphold the Reuters Trust Principles."

The chairman of Reuters, Niall FitzGerald, expressed his satisfaction with the merger. "The shared expertise and complementary strengths of these two companies makes for a strategically compelling and financially attractive combination," said FitzGerald in a joint press release. "I am especially proud that Reuters journalism will continue to be governed by the powerful Reuter Trust Principles of independence, integrity and freedom from bias."

The new company is projecting efficiencies of greater than US$500 million per year, by the end of the third year after closing the deal.

Criticisms were raised by Reuters journalists, who voiced concerns in an open letter to the Reuters Founders Share Company. They worried whether or not "a reconstituted Reuters would maintain the high standards of journalism and the integrity, independence and freedom from bias that have shaped the company's 156-year-old reputation."

It is expected that the merger will draw the attention of regulators due to the size and nature of the transaction. "Antitrust authorities in Europe and the U.S. are almost certain to apply a more detailed and lengthy review of the acquisition than is typical, because of the limited number of companies that supply prices, data, news and financial tools," said Simon Baker, analyst, Credit Suisse in London.