Canada's Thomson Corp is in talks to buy Reuters Group Plc for about 8.8 billion pounds ($17.6 billion) to create the world's biggest news and financial data company, the two firms said on Tuesday.
In a joint statement, the two firms said Reuters shareholders would get 352-1/2 pence in cash and 0.1600 Thomson shares for each share, worth an equivalent of 697 pence a share based on Monday's closing prices.
That would be 42 per cent above Reuters closing share price on Thursday, the day before it announced a bid approach.
The enlarged, dual-listed group will be called Thomson-Reuters and the combined Thomson Financial unit and Reuters financial and media businesses will be called Reuters.
The combined group will also adopt the Reuters trust principles aimed at safeguarding the independence of Reuters news, the joint statement said. The Reuters trustees have a "golden share" capable of blocking a takeover of the company.
Woodbridge, the Thomson family holding company that will own about 53 per cent of the combined company, will vote in favour of the deal, the joint statement said. Other Thomson shareholders will own 23 percent of the combined business and Reuters shareholders will own 24 percent. The deal is subject to approval by both Thomson and Reuters shareholders.
Thomson President and CEO, Richard Harrington, who has transformed the company from traditional publishing to an electronic-based business, will retire on completion of the deal, at which point Reuters Chief Executive Tom Glocer will become chief executive of the combined company.
The firms said they expected to make over $500 million of annual synergies within three years of completion.