Thomson Reuters Offers US$605M Cash Distribution, April 27 Opt-Out for Non-Canadians
Thomson Reuters proposes a US$605 million special cash distribution of about US$1.36 per share and a proportional share consolidation. Non-Canadian taxable shareholders can opt out by April 27, 2026, retaining their pre-consolidation share count while participants receive cash and fewer shares.
1. Transaction Overview
Thomson Reuters plans a return of capital via a special US$605 million cash distribution, approximately US$1.36 per share, accompanied by a reverse stock split proportionate to the distribution. Participating shareholders will receive cash and post-consolidation shares reflecting the reduction.
2. Opt-Out Procedure
Non-Canadian taxable shareholders can elect to opt out by following their bank, broker or Computershare instructions before the April 27, 2026 deadline, foregoing the cash distribution while maintaining their pre-consolidation share count.
3. Conversion and Consolidation Ratios
The Conversion Ratio and Share Consolidation Ratio will be based on a formula tied to the pro forma cash distribution and the five-day volume-weighted average price of Nasdaq trading preceding the effective date, ensuring proportional share adjustments.
4. Tax Considerations
The return of capital is structured to be tax-free for Canadian residents while non-Canadian participants may face differing tax consequences; shareholders are advised to consult their tax advisors regarding jurisdictional treatment.