Exhibit 99.2
DEED OF VARIATION
DATED 8 OCTOBER 2007
between
THE THOMSON CORPORATION
and
REUTERS GROUP PLC
and
THE WOODBRIDGE COMPANY LIMITED
and
THOMSON-REUTERS LIMITED
in relation to an Implementation
Agreement dated 15 May 2007
CONTENTS
Clause | Page | ||
1. | Interpretation | 3 | |
2. | Amendment | 3 | |
3. | General | 4 | |
4. | Governing Law and Jurisdiction | 4 | |
Schedule | 5 | ||
Signatures | 6 |
THIS DEED is made on 8 October 2007
BETWEEN:
3
4
SCHEDULE
Paragraph 1(b) of Part A of Schedule 2 of the Implementation Agreement shall be replaced with the following:
"(b) | either: | ||
(i) | all applicable filings having been made and all or any applicable waiting periods (including any extensions thereof) under the United States Hart-Scott Rodino Antitrust Improvements Act of 1976 and the regulations thereunder having expired, lapsed or been terminated as appropriate, in each case in respect of the proposed combination of Reuters with Thomson and neither of the parties being subject to any order or injunction of a court of competent jurisdiction in the United States that prohibits consummation of the Transaction as a result of action brought by the US Federal Trade Commission or US Department of Justice; or | ||
(ii) | if no such filings are required, then the US Federal Trade Commission or US Department of Justice having concluded its investigation and review of the proposed combination and notified the parties of its determination, either: | ||
(1) | not to seek to prohibit consummation of the Transaction; or | ||
(2) | to seek to prohibit consummation of the Transaction; and, as at or on any date after the date 30 days after notification of such decision: | ||
(A) | there not continuing to be any action, proceeding or suit outstanding for; and | ||
(B) | neither of the parties being subject to, | ||
any order or injunction of a court of competent jurisdiction in the United States that prohibits consummation of the Transaction as a result of action brought by the US Federal Trade Commission or US Department of Justice." | |||
5
SIGNATURES
EXECUTED as a deed by REUTERS GROUP PLC | ||
acting by Devin Wenig | /s/ Devin Wenig | |
and Rosemary Martin | Director | |
/s/ Rosemary Martin | ||
Secretary | ||
EXECUTED as a deed by | ||
THE THOMSON CORPORATION | ||
acting by Robert D. Daleo | /s/ Robert D. Daleo | |
acting under authority of that company | Officer | |
EXECUTED as a deed by | ||
THE WOODBRIDGE COMPANY LIMITED | ||
acting by David W. Binet | /s/ David W. Binet | |
acting under authority of that company | Officer | |
EXECUTED as a deed by | ||
THOMSON-REUTERS LIMITED | ||
acting by Robert D. Daleo | /s/ Robert D. Daleo | |
and Stephane Bello | Director | |
/s/ Stephane Bello | ||
Director | ||
6