Published January 13, 2015
Reuters Group PLC (RTRSY) said Friday that it had received a preliminary takeover approach, sending shares of the British news and financial information company soaring 25 percent.
The Globe and Mail newspaper of Canada, in a story on its Web site Friday, identified the bidder as Thomson Corp., citing people close to both companies who confirmed details. Thomson is a financial data and information provider based in Stamford, Conn.
In a note to Reuters staff, Chief Executive Officer Tom Glocer said he could say little about the approach.
"However, I want you to know that in considering this proposal I and my colleagues on the Reuters board will be guided by what is in the best interest of Reuters and its stakeholders, including employees."
In its notification to the London Stock Exchange, Reuters said it had received "a preliminary approach from a third party which may or may not lead to an offer being made for Reuters."
"There is no certainty an offer will be made or necessary approvals, including those required under Reuters constitution, will be received," the statement added.
News of the proposal came just three days after Rupert Murdoch's News Corp. offered to buy Dow Jones & Co. for $5 billion.
Reuters shares rose 25 percent Friday to 615 pence ($12.24) on the London Stock Exchange, sending its market capitalization to 7.74 billion pounds ($15.4 billion).
Numis Securities said in a research note that Thomson is close to selling its U.S. college education business for $5 billion, "giving it firepower for the deal."
Thomson did not immediately return a call for comment.
Reuters' constitution, set when the company floated shares in London and on the Nasdaq stock market in 1984, bars anyone from holding 15 percent or more of its issued shares, the company's Web site says.
If anyone tries to obtain 30 percent or more of the shares, Reuters may use a single Founders Share to pass or defeat any motion at a general meeting.
As the preliminary approach indicated, analysts believed Reuters could yield to a takeover despite its structure.
"The restrictions of the constitution, however, are by no means insurmountable and an agreed bid is possible," said Sam Hart, an analyst at Charles Stanley.
Numis said it believed Thomson would be a "suitable" owner in terms of the Reuters constitution. "Further, should Thomson fall foul of the Reuters Trust, which we view as unlikely, we believe a carve-out of the media business (7 percent of revenues) would be possible," Numis said.
Reuters has been attempting to increase revenue by focusing on new areas of business growth, including media and trading settlement, and expanding into new markets. Last year, it opened its first wholly owned development center in Beijing.
In March, Reuters reported a 30 percent drop in full-year profit as it continued its investment program targeting new markets, but was upbeat about 2007. Reuters said net profit for the year ending Dec. 31 came to 305 million pounds ($598.5 million), while revenue rose 6.5 percent to 2.57 billion pounds ($5 billion).
News Corp. made its offer for Dow Jones & Co. on Tuesday but the deal, which would add The Wall Street Journal to Murdoch's global media empire, faces doubtful prospects since Dow Jones' controlling shareholders have said they would vote against it.
The Reuters news lifted shares of other European media companies, with publishers Wolters Kluwer NV up 4.2 percent at 23.82 euros ($32.37) and Reed Elsevier gaining 4.3 percent to 14.29 euros ($19.42). Pearson PLC, the publisher of the Financial Times newspaper, was up 4.3 percent to 913 pence ($18.17).