Reuters news alert: Thomson Corporation the suitor? | FT Alphaville

Reuters news alert: Thomson Corporation the suitor?

Maybe it’s bid fever, or maybe the chatter has some real substance: word in the London market on Friday had it that Reuters is about to announce that it has received a £7.5bn takeover offer from rival Thomson, pitched at 600p-per-share.

Shares in Reuters jumped 36p to 529p during early trade on the LSE.

Valued at $28bn, and listed in New York and Toronto, Thomson is certainly big enough to swallow the iconic British media and market information group. What’s more, Thomson announced a substantial re-alignment of its business back in October, when it said it would sell its sizeable education business.

Usually knowledgeable market sources said they believed Thomson had made an approach to Reuters on Thursday, but cautioned that a substantial spike in Reuters’ share price could easily derail any potential offer.

Also, there is the little matter of the “Founders Share” at Reuters, owned by the Reuters Founders Share Company, and the fact that Reuters’ constitution allows the company to stop anyone building a stake of more than 15 per cent.

As the company states on its website under “Independence & Trust Principles”:

“If the directors of Reuters Founders Share Company believe that any person, together with any associates, is seeking to obtain or has obtained control of Reuters, they may require the special voting rights attaching to the Founders Share to be exercised. “Control” for this purpose means the ability to control the exercise of 30% or more of the votes which may be cast on a poll at general meetings of Reuters Group PLC. In such circumstances, Reuters Founders Share Company, through the exercise of these special voting rights, has the right to cast sufficient votes at any general meeting of Reuters Group PLC to pass any resolution supported by, and to defeat any resolution opposed by it.

“In addition, the directors of Reuters Founders Share Company may require the votes attaching to the Founders Share to be cast against any resolution which would alter any of the Articles of Association of Reuters Group PLC relating to the Reuters Trust Principles.”

So what are those principles?

  • that Reuters shall at no time pass into the hands of any one interest, group or faction;
  • that the integrity, independence and freedom from bias of Reuters shall at all times be fully preserved;
  • that Reuters shall supply unbiased and reliable news services to newspapers, news agencies, broadcasters and other media subscribers and to businesses, governments, institutions, individuals and others with whom Reuters has or may have contracts;
  • that Reuters shall pay due regard to the many interests which it serves in addition to those of the media; and
  • that no effort shall be spared to expand, develop and adapt the news and other services and products of Reuters so as to maintain its leading position in the international news and information business.