Thomson Reuters announced on April 14 that shareholders who are taxable outside Canada have the option to opt out of the company’s proposed return of capital. The company is planning a special cash distribution totaling US$605 million, or about US$1.36 per common share, and a consolidation of its outstanding common shares.
The reminder is important for non-Canadian shareholders because opting out may be preferable depending on their tax situation in jurisdictions outside Canada. The return of capital is generally expected to be tax-free for Canadian residents, who are not eligible to opt out. However, those subject to income tax elsewhere might face different consequences and should consider their options carefully.
Shareholders who choose to opt out will not receive the special cash distribution but will still participate in related transactions through a share exchange and consolidation. They will retain the same number of shares they currently hold and see an increase in their equity and voting interests as a result of fewer participating shares after consolidation. Non-registered holders are advised to follow instructions from their banks or brokers, while registered holders should complete an election form with Computershare Trust Company by 5:00 p.m. EDT on April 27.
The company emphasized that the Canadian and U.S. tax implications are complex, urging all shareholders to review official materials such as the management proxy circular dated March 13 before making any decisions regarding participation or opting out. Details about eligibility—such as being taxed outside Canada—are provided in these documents, which can be found on Thomson Reuters’ website under Investor Relations, as well as regulatory filings available via SEDAR+ and EDGAR.
For further questions or assistance regarding the process, registered shareholders can contact Computershare Investor Services Inc., while non-registered holders should reach out to their intermediaries. D.F. King & Co., Inc., serves as Information Agent for these transactions.
The announcement includes forward-looking statements based on current expectations but notes there is no assurance that all described events will occur as planned.
