Thomson Reuters Proposes US$605M Cash Return and VWAP-Based Reverse Split
Thomson Reuters proposes a US$605 million special cash distribution, equating to about US$1.36 per share, followed by a reverse stock split tied to the five-day Nasdaq VWAP. Eligible non-Canadian shareholders can opt out of the distribution, and a special meeting will vote on these transactions on April 28, 2026.
1. Filing and Proxy Circular
Thomson Reuters has filed its management proxy circular and related materials to seek shareholder approval for a US$605 million return of capital and a proportional share consolidation. The documents outline the terms of the cash distribution, reverse stock split, and opt-out provisions.
2. Return of Capital Details
The proposed return of capital would distribute approximately US$1.36 per common share, totaling US$605 million, and is structured to be tax-free for Canadian residents. Eligible shareholders in other jurisdictions may elect to opt out to potentially benefit from different tax treatments.
3. Share Consolidation Mechanism
Following the cash distribution, outstanding common shares will be consolidated through a reverse stock split. The consolidation ratio will be determined by the volume-weighted average price of shares on Nasdaq over the five trading days immediately before the distribution takes effect.
4. Special Meeting and Voting
A special meeting of shareholders is scheduled for April 28, 2026, at 9:00 a.m. EDT, with a record date of March 6, 2026. Registered and non-registered shareholders have instructions to vote their shares or contact intermediaries for assistance ahead of the meeting.