Thomson Reuters urges shareholders to reject 'mini-tender' offer

The offer by TRC Capital Corporation is for approximately 0.31 per cent of the common shares outstanding, at a price of C$39.75 per share.

Mini-tender offers are designed to seek less than five per cent of a company's outstanding shares, thereby avoiding many disclosure and procedural requirements applicable to most bids under Canadian and United States securities legislation.

“Thomson Reuters does not endorse this unsolicited mini-tender offer and recommends that shareholders reject the offer and do not tender their shares in response to the offer,” the company said in a statement.

“Shareholders are cautioned that the mini-tender offer has been made at a price below market, representing a discount of 4.33% and 4.41%, respectively, to the closing prices of Thomson Reuters shares on the Toronto Stock Exchange and New York Stock Exchange on September 10, 2014, the last trading day before the mini-tender offer was commenced. In addition, the offer is highly conditional. TRC Capital's offer states that it may terminate the offer if, among other things, the market price of Thomson Reuters shares declines since the close of business on September 10, 2014.” 

Thomson Reuters said it is not associated with TRC Capital, its mini-tender offer or the mini-tender offer documentation, and it is also not related to Thomson Reuters own previously announced plans to repurchase up to $1 billion of its shares by the end of 2015.

It urged investors to obtain current market quotations for their shares, consult with their broker or financial advisor and exercise caution with respect to TRC Capital's offer. ■