Thomson Reuters
Announces Closing of Sale of Refinitiv to London Stock Exchange
Group
TORONTO, Jan. 29, 2021 /PRNewswire/ -- Thomson
Reuters (TSX/NYSE: TRI) today announced that it and private equity
funds affiliated with Blackstone have closed the sale of Refinitiv
to London Stock Exchange Group plc (LSEG) in an all-share
transaction. Refinitiv is Thomson Reuters former Financial &
Risk business, a majority interest in which was sold to
Blackstone's consortium in October
2018. Thomson Reuters and Blackstone's consortium
subsequently agreed to sell Refinitiv to LSEG in August 2019.
As of today's closing, Thomson Reuters indirectly owns 82.5
million LSEG shares, which have a market value of approximately
$9.8 billion based on LSEG's closing
share price on January 28, 2021.
Thomson Reuters interest in LSEG shares are held through an entity
jointly owned by Blackstone's consortium and Thomson
Reuters.
Thomson Reuters and Blackstone's consortium have agreed to be
subject to a lock-up for their LSEG shares through January 29, 2023, subject to certain exceptions.
In each of years three and four following closing (starting on
January 30, 2023 and January 30, 2024, respectively), Thomson Reuters
and Blackstone's consortium will become entitled to sell in
aggregate one-third of the LSEG shares issued to them. The lock-up
arrangement will terminate on January 29,
2025.
While Thomson Reuters expects that the LSEG transaction will be
predominantly tax deferred, approximately $700 million of tax became payable when the deal
closed. The lock-up arrangements allow Thomson Reuters to sell
sufficient LSEG shares necessary to generate net proceeds to meet
this tax payment should it wish to do so. Thomson Reuters does not
plan to sell any LSEG shares prior to LSEG's announcement of its
full-year 2020 results on March 5.
Reuters News' 30-year agreement with Refinitiv will continue
following closing and is scheduled to run to 2048.
In accordance with the terms of the transaction, Erin Brown, Head of Finance for Thomson Reuters
Corporates segment, has been appointed to the LSEG board of
directors.
Thomson Reuters
Thomson Reuters (TSX/NYSE: TRI) 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 world's 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 statements regarding the company's expectations regarding
the tax consequences of the transaction and its intentions
related to future sales of LSEG shares. While the company believes
that it has a reasonable basis for making forward-looking
statements in this news release, they are not a guarantee of future
performance or outcomes and there is no assurance that the events
described in any forward-looking statement will materialize.
Forward-looking statements are subject to a number of risks,
uncertainties and assumptions that could cause actual results or
events to differ materially from current expectations. Many of
these risks, uncertainties and assumptions are beyond our company's
control and the effects of them can be difficult to predict. You
are cautioned not to place undue reliance on forward-looking
statements which reflect expectations only as of the date of this
news release. Except as may be required by applicable law, Thomson
Reuters disclaims any obligation to update or revise any
forward-looking statements.
CONTACTS |
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MEDIA |
INVESTORS |
Melissa Cassar |
Frank J. Golden |
Head of Commercial Communications & Corporate
Affairs |
Head of Investor Relations |
+1 647 480 7273 |
+1 332 219 1111 |
melissa.cassar@tr.com |
frank.golden@tr.com |