Thomson and Reuters have announced that they have agreed to combine the two groups. Woodbridge, the Thomson family holding company which controls approximately 70% of Thomson, has irrevocably committed to vote in favour of the transaction and the Reuters Founders Share Company, which controls a special share in Reuters, has resolved to support the transaction. 

It is believed there is a natural fit and compelling logic in creating a global leader in electronic information services, trading systems and news. The combined business will adopt the Reuter Trust Principles and Reuters Founders Share Company structure. 

The combination will be effected through a dual listed company structure. The companies will be separate legal entities but will be managed and operated as if they were a single economic enterprise. The companies' economic interests will be aligned and they will pursue common objectives. The boards of the two companies will be identical and the combined business will be managed by a single senior executive management team. 

Thomson will be renamed Thomson-Reuters Corporation. The combined business will be called Thomson-Reuters and the combined Thomson Financial unit and Reuters financial and media businesses will be called Reuters. The existing Thomson professional businesses – legal, tax and accounting, scientific and healthcare – will together be known as Thomson-Reuters Professional. 

To effect the transaction, Reuters will be acquired by a newly formed UK holding company, Thomson-Reuters PLC, through a scheme of arrangement in which each Reuters Share will be entitled to 352.5 pence per share in cash and 0.16 Thomson-Reuters PLC shares. This ultimately values each Reuters Share at approximately 691 pence and values the entire existing issued share capital of Reuters at approximately £8.7 billion. 

Reuters CEO, Tom Glocer, 47, will become CEO of the Combined Business at the time the Transaction closes. The Chairman will be David Thomson, and the Deputy Chairmen will be W. Geoffrey Beattie and Niall FitzGerald who will also serve as Senior Independent Director. 

David Thomson, Chairman of Thomson, said “We are enormously proud of the evolution of The Thomson Corporation and the value it has created for all our shareholders. We recognize the rich history of Reuters and are committed to uphold the Reuter Trust Principles. I am pleased to welcome Niall and Tom and look forward to working with them to grow our business.” 

Niall FitzGerald, Chairman of Reuters, said “This is an historic day for Reuters and represents an important chapter in the development of our company and the commitment to our heritage. The shared expertise and complementary strengths of these two companies makes for a strategically compelling and financially attractive combination. I am especially proud that Reuters journalism will continue to be governed by the powerful Reuter Trust Principles of independence, integrity and freedom from bias.” 

Thomson President and CEO, Richard J. Harrington, said “This combination marks a strategic milestone for both companies. For Thomson, it is a defining moment in our journey to become the information provider of choice for the world's business and professional markets. Thomson has a long history of creating value for all its stakeholders and this Transaction builds on that tradition.” 

Tom Glocer, CEO of Reuters, said “I am looking forward to the opportunity of being the first CEO of Thomson-Reuters. The combination of these two great businesses will create an exceptional global information company guided by the Reuter Trust Principles. It will provide a broader offering to our customers, deliver value to our shareholders and create great opportunities for our people.”