EXHIBIT 1
THE THOMSON CORPORATION [THOMSON LOGO]
Toronto Dominion Bank Tower, Suite 2706
PO Box 24, Toronto-Dominion Centre
Toronto, Ontario M5K 1A1
Tel (416) 360-8700 Fax (416) 360-8812
www.thomson.com
NEWS RELEASE
INVESTOR CONTACT: MEDIA CONTACT:
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John Kechejian Jason Stewart
Vice President, Investor Relations Director, Public Relations
(203) 328-9470 (203) 328-8339
john.kechejian@thomson.com jason.stewart@thomson.com
FOR IMMEDIATE RELEASE
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THE THOMSON CORPORATION ANNOUNCES PUBLIC
COMMON SHARE OFFERING
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(Unless otherwise stated, all amounts are in US dollars)
TORONTO, MAY 2, 2002 - The Thomson Corporation (TSX:TOC) today announced it has
filed a registration statement with the U.S. Securities and Exchange Commission
and a preliminary prospectus with securities regulatory authorities in Canada in
connection with a proposed public offering of common shares by Thomson and by
its principal shareholder, The Woodbridge Company Limited.
In connection with the offering, Thomson has applied to list its common
shares on the New York Stock Exchange. The offering includes 14,615,385 newly
issued common shares from Thomson and 23,384,615 common shares currently held by
Woodbridge. 5,700,000 additional common shares currently held by Woodbridge are
subject to an over-allotment option at the discretion of the underwriters of the
offering.
Proceeds from the offering are expected to range from $1.3 billion to $1.5
billion (depending upon the exercise of the over-allotment option), of which
approximately $500 million will come from the issue of new shares by Thomson and
the balance from the sale of shares currently held by Woodbridge. Thomson will
not receive any proceeds from the sale of shares by Woodbridge. Proceeds
received by Thomson will be used for general corporate purposes including the
repayment of existing indebtedness. Thomson expects this offering to be
completed by the end of the second quarter of 2002.
Merrill Lynch & Co. and Morgan Stanley will act as joint bookrunning
managing underwriters for the proposed offering. RBC Capital Markets, Bear,
Stearns & Co. Inc., Credit Suisse First Boston, Goldman, Sachs & Co., TD
Securities and UBS Warburg will act as co-managers.
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THOMSON ANNOUNCES PUBLIC COMMON SHARE OFFERING
May 2, 2002
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Copies of the U.S. prospectus and Canadian preliminary prospectus may be
obtained from Merrill Lynch, 4 World Financial Center, New York, NY 10080 or 181
Bay Street, Suite 400, Toronto, Ontario M6G 2S9, as well as Morgan Stanley, 1585
Broadway, New York, NY 10036, Attention: Prospectus Department or 181 Bay
Street, Suite 3700, Toronto, Ontario L3R 9G5.
A registration statement relating to the common shares has been filed with
the U.S. Securities and Exchange Commission but has not yet become effective.
The common shares to be issued under this offering may not be sold, nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. Similarly, these common shares may not be sold in Canada until a
receipt for a final prospectus is obtained. This news release shall not
constitute an offer to sell or the solicitation of an offer to buy, nor shall
there be any sale of the common shares in any state, province or jurisdiction in
which such an offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such state,
province or jurisdiction.
THE THOMSON CORPORATION
The Thomson Corporation, with 2001 revenues of $7.2 billion, is a global
leader in providing integrated information solutions to business and
professional customers. The Corporation's common shares are currently listed on
the Toronto and London stock exchanges.
This news release includes forward-looking statements that are based on certain
assumptions and reflect the Corporation's current expectations. These
forward-looking statements are subject to a number of risks and uncertainties
that could cause actual results or events to differ materially from current
expectations, including the possibility of adverse conditions in the public
capital markets generally or downward movements in the price of Thomson's common
shares that may make a public offering impractical or undesirable. Additional
factors are discussed in the Corporation's materials filed with the securities
regulatory authorities in Canada and the United States from time to time. The
Corporation disclaims any intention or obligation to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.
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