Ms. Zoe Zanettos reports
THOMSON REUTERS RECEIVES COURT APPROVAL FOR RETURN OF CAPITAL AND SHARE CONSOLIDATION TRANSACTIONS
The Ontario Superior Court of Justice issued a final order today approving a plan of arrangement to implement Thomson Reuters Corp.'s proposed return of capital and share consolidation transactions. On April 28, 2026, Thomson Reuters received shareholder approval for the return of capital and share consolidation transactions at its special meeting.
As described in the company's management proxy circular dated March 13, 2026, the return of capital and share consolidation transactions consist of a special cash distribution of $605-million (U.S.) in the aggregate, or approximately $1.36 (U.S.) per common share (estimated based on the number of common shares issued and outstanding as of the record date for the special meeting and assuming no shareholders opt out of the return of capital), and a consolidation of the company's outstanding common shares (or reverse stock split) on a basis that is proportional to the special cash distribution.
Timeline/next steps
The plan of arrangement for the return of capital and share consolidation transactions is subject to final approval by the Toronto Stock Exchange and Nasdaq.
If those final approvals are received:
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Thomson Reuters will determine the actual cash distribution per share and the share consolidation ratio after 4 p.m. EDT (Toronto time) on May 1, 2026, based on the number of participating shares, and will issue a news release later that day with applicable information to shareholders.
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The plan of arrangement will become effective at 3:01 a.m. EDT (Toronto time) on May 4, 2026, and the postconsolidation shares are expected to begin trading on the TSX and Nasdaq under a new Cusip when markets open that day.
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As promptly as practicable after the transactions are effective, the company's depositary for the transactions (Computershare Investor Services Inc.) will deliver cash distribution amounts to registered participating shareholders, subject to the terms and conditions of the transactions. The effects of the share consolidation will be reflected in the company's share register. Beneficial or non-registered shareholders participating in the return of capital will receive cash distributions from their intermediary, and the effects of the share consolidation will be recorded in their accounts.
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Eligible shareholders who duly exercised their right to opt out of the return of capital will not receive the cash distribution. Each opting-out shareholder will still participate in the transactions through a share exchange and the share consolidation, but will continue to hold the same number of shares that it currently holds. Such opting-out shareholders will realize a proportionate increase in their equity and voting interests in the company by virtue of the consolidation of the participating shares under the share consolidation. The optout deadline for registered shareholders has passed.
Further details of the proposed return of capital and share consolidation transactions are described in the circular and related materials, which are available on the Thomson Reuters website. The return of capital and share consolidation documents were previously filed with the Canadian securities regulatory authorities on SEDAR+ and are available at SEDAR+. The documents were also furnished to the U.S. Securities and Exchange Commission through EDGAR and are available at EDGAR.
About Thomson Reuters
Corp.
Thomson Reuters informs the way forward by bringing together the trusted content and technology that people and organizations need to make the right decisions. The company serves professionals across legal, tax, audit, accounting, compliance, government and media. Its products combine highly specialized software and insights to empower professionals with the data, intelligence and solutions needed to make informed decisions and to help institutions in their pursuit of justice, truth and transparency. Reuters, part of Thomson Reuters, is the world's leading provider of trusted journalism and news.
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