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Thomson Reuters Announces New US$600 Million Share Repurchase Program and US$605 Million Return of Capital and Share Consolidation Transactions

TRI · Price
Executive Summary
- Thomson Reuters announced an amended normal‑course issuer bid (NCIB) to repurchase up to US$600 million of common shares, representing up to 16 million shares (≈3.55% of outstanding shares).
- The company will return US$605 million to shareholders via a special cash distribution (≈US$1.36 per share) followed by a reverse stock split (share consolidation).
- Shareholder approval is sought at a special meeting on April 28, 2026, with the transactions expected to close in early May 2026 pending court and shareholder consent.
Key Details
- Amended NCIB: Effective February 27 2026; allows repurchase of up to 16 million shares between August 19 2025 and August 18 2026.
- Daily Purchase Limit: Up to 91,026 shares per day (based on average daily volume of 364,105 shares).
- Current Repurchases: 6,022,437 shares repurchased to date at an average price of US$166.05 per share (~US$1.0 billion total cost).
- Automatic Share Purchase Plan (ASPP): To be entered into prior to the next quarterly blackout period, allowing purchases when not in possession of material non‑public information; will terminate with NCIB expiration.
- Return of Capital: Special cash distribution of US$605 million (~US$1.36 per share) funded by proceeds from May 2024 sale of London Stock Exchange Group shares.
- Share Consolidation: Reverse stock split ratio to be set based on volume‑weighted average price over the five trading days preceding effectiveness; will occur after cash distribution.
- Tax Treatment: Intended to be tax‑free for Canadian shareholders; non‑Canadian residents may opt out of the cash distribution and retain shares.
- Shareholder Meeting: Special meeting scheduled for Tuesday, April 28 2026 at 12:00 p.m. (Toronto time); requires ≥ two‑thirds vote to approve both transactions.
- Board Recommendation: Unanimously recommends shareholders vote in favor; Woodbridge indicated support, making passage likely.
- Court Approval: Transactions also require approval of the Ontario Superior Court of Justice (Commercial List).
- Implementation Timeline: If approvals obtained, expected completion in early May 2026.
Notable Quotes
(No direct quotes were provided in the release.)
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