Technology

Thomson Reuters Commences Debt Exchange Offers and Consent Solicitations

Published

2 years ago

February 11, 2025

TORONTO, Feb. 11, 2025 /PRNewswire/ — Thomson Reuters (TSX/NYSE: TRI), a global content and technology company, announced today that it has commenced offers to exchange all validly tendered and accepted notes of Thomson Reuters Corporation, an Ontario corporation (“TRC”), of the series described below (the “Old Notes”) for new notes (the “New Notes”) to be issued by TR Finance LLC (“TR Finance”), an indirect 100% owned U.S. subsidiary of TRC, having the same interest rate, interest payment dates, maturity date and optional redemption date as the applicable exchanged series of Old Notes. The New Notes will be fully and unconditionally guaranteed as to payment of principal, premium (if any) and interest by TRC as well as West Publishing Corporation, Thomson Reuters Applications Inc. and Thomson Reuters (Tax & Accounting) Inc., each of which is an indirect 100% owned U.S. subsidiary of TRC (together, the “Subsidiary Guarantors”).

TRC is making the exchange offers to optimize the Thomson Reuters group capital structure and align revenue generation to indebtedness and give existing holders of Old Notes the option to receive notes issued by TR Finance with the same financial terms and substantially similar covenants as the applicable series of Old Notes.

The particulars of the exchange offers are described in the following table:

In respect of Old Notes
tendered at or prior to the
Early Tender Time
(as defined below) (1)(2)

In respect of Old Notes tendered
after the Early Tender Time and
prior to the Expiration Time
(as defined below) (1)(2)

Exchange
Consideration
(1)(2)

Consent
Solicitation
Fee

Exchange
Consideration
(1)(2)

Consent
Solicitation
Fee

Aggregate
Principal
Amount
Outstanding

Series of Notes
Issued by TRC to
be Exchanged
(collectively, the
“Old Notes”)

CUSIP No.

Series of Notes to be
Issued by
TR Finance
(collectively, the
“New Notes”)

New Notes
(principal
amount)

Cash

New Notes
(principal
amount)

Cash

$500,000,000

3.350% Notes due 2026

884903BV6

3.350% Notes due 2026

$1,000

$2.50

$970

$0.00

$500,000,000

5.850% Notes due 2040

884903BH7

5.850% Notes due 2040

$1,000

$2.50

$970

$0.00

$119,045,000

4.500% Notes due 2043

884903BM6

4.500% Notes due 2043

$1,000

$2.50

$970

$0.00

$350,000,000

5.650% Notes due 2043

884903BP9

5.650% Notes due 2043

$1,000

$2.50

$970

$0.00

$400,000,000

5.500% Debentures due 2035

884903AY1

5.500% Debentures due 2035

$1,000

$2.50

$970

$0.00

Notes:

(1)

Consideration per $1,000 principal amount of Old Notes validly tendered and accepted, subject to any rounding as described in the prospectus.

(2)

The term “New Notes” in this column refers, in each case, to the series of New Notes corresponding to the series of Old Notes of like maturity and coupon set forth in the applicable row.

In connection with the exchange offers, TRC is also soliciting consents from holders of the Old Notes to amend (the “Proposed Amendments”) the indenture and the applicable supplemental indentures governing the Old Notes (the “TRC Indenture”), including certain covenants and related definitions, to modify or eliminate certain reporting requirements, restrictive covenants and events of default. If the Proposed Amendments are adopted with respect to a particular series of Old Notes, the notes of that series will have fewer restrictive terms and afford reduced protection to the holders of those notes compared to those currently applicable to the Old Notes or those that will be applicable to the newly issued New Notes. In order for the Proposed Amendments to be adopted with respect to a series of Old Notes, holders of not less than a majority of the aggregate principal amount of the outstanding Old Notes of that series must consent. Holders may not consent to the Proposed Amendments without tendering their Old Notes in the applicable exchange offer and may not tender their Old Notes for exchange without consenting to the applicable Proposed Amendments. By tendering Old Notes for exchange, holders will be deemed to have validly delivered their consent to the Proposed Amendments with respect to that specific series.

The exchange offers and consent solicitations commenced on February 11, 2025 and will expire at 5:00 p.m., New York City time, on March 17, 2025 (as extended or otherwise, the “Expiration Time”). In exchange for each $1,000 principal amount of Old Notes that is validly tendered prior to 5:00 p.m., New York City time, on February 25, 2025 (as extended or otherwise, the “Early Tender Time”), and not validly withdrawn, holders will receive the exchange consideration of $1,000 principal amount of New Notes of the applicable series (the “Total Consideration”), as well as a consent solicitation fee in the amount of $2.50 in cash (the “Consent Solicitation Fee”) for consenting to the Proposed Amendments by tendering such Old Notes, all as set out in the table above. In exchange for each $1,000 principal amount of Old Notes that is validly tendered after the Early Tender Time but prior to the Expiration Time and not validly withdrawn, holders will receive the exchange consideration of $970 principal amount of New Notes of the applicable series, as set out in the table above. Holders who have validly consented to the Proposed Amendments by tendering such Old Notes after the Early Tender Time but prior to the Expiration Time will not receive the Consent Solicitation Fee.

If a holder validly tenders Old Notes before the Early Tender Time, it may validly withdraw its tenders in respect of such Old Notes at any time prior to the Expiration Time, but such holder will not receive the Total Consideration and the Consent Solicitation Fee unless such holder validly re-tenders such notes before the Early Tender Time. Tenders of Old Notes may not be withdrawn after the Expiration Time. Consents may be revoked only by validly withdrawing the associated tendered Old Notes prior to the Expiration Time (and may not be revoked at any time thereafter). A valid withdrawal of tendered Old Notes prior to the Expiration Time will be deemed to be a concurrent revocation of the related consent to the Proposed Amendments, and a revocation of a consent to the Proposed Amendments prior to the Expiration Time will be deemed to be a concurrent withdrawal of the related tendered Old Notes.

On or about the settlement date of the exchange offers, which is expected to be the third business day following the expiration of the exchange offers (the “Settlement Date”), it is anticipated that TRC and the trustees under the TRC Indenture will execute and deliver a supplemental indenture to the TRC Indenture to give effect to the Proposed Amendments with respect to each series of Old Notes for which the requisite consents have been obtained. The Proposed Amendments contained therein will become effective from the Settlement Date. The Proposed Amendments will not affect any series of notes under the TRC Indenture that are not subject to the exchange offers and consent solicitations.

Each New Note issued in exchange for an Old Note will have the same interest rate, interest payment dates, maturity date and optional redemption date as the corresponding series of the exchanged Old Notes. The New Notes will be senior unsecured obligations of TR Finance and will rank equally with all of TR Finance’s other existing and future senior unsecured obligations. The New Notes will be fully and unconditionally guaranteed as to payment of principal, premium (if any) and interest by TRC and the Subsidiary Guarantors. In addition, on or about the Settlement Date of the exchange offers, the Subsidiary Guarantors will also guarantee the remaining Old Notes (and all other series of notes under the TRC Indenture) on the same basis that TRC and the Subsidiary Guarantors will guarantee the New Notes upon closing of the exchange offers. As such, it is expected that the remaining Old Notes (and all other series of notes under the TRC Indenture) and the New Notes will be effectively pari passu.

Interest will continue to accrue on the tendered Old Notes from the most recent interest payment date of the tendered Old Note to, but not including, the Settlement Date, irrespective of whether a record date for payment falls before or after the Settlement Date, which interest will be paid on the next interest payment date (and not on the Settlement Date). Interest on the applicable New Note will accrue from and including the Settlement Date to, but not including, the next interest payment date. Consequently, holders of New Notes who validly tender their Old Notes prior to the Early Tender Time and receive the Total Consideration will receive the same total amount of interest payments that they would have received had they not exchanged their Old Notes in the applicable exchange offer. Holders who trade, or otherwise dispose of, their New Notes prior to the first applicable record date for payment of interest following the Settlement Date will not be entitled to receive any interest on the applicable New Note or the corresponding tendered Old Note.

The lead dealer manager and solicitation agent for the exchange offers and consent solicitations is:

J.P. MORGAN
383 Madison Avenue
New York, New York 10179
Attention: Liability Management Group
Telephone (Toll-Free): (866) 834-4666
Telephone (Direct): (212) 834-3424

RBC Capital Markets, LLC is serving as co-dealer manager and solicitation agent for the exchange offers and consent solicitations (together with J.P. Morgan, the “Dealer Managers”).

The exchange agent and information agent for the exchange offers and consent solicitations (the “Exchange Agent and Information Agent”) is:

D.F. King & Co., Inc.
48 Wall Street
New York, NY 10005
Toll Free: (888) 644-6071
Banks and Brokers Call: (212) 269-5550
Email: tri@dfking.com

The exchange offers and the consent solicitations are being made pursuant to the terms and conditions set forth in TR Finance’s preliminary short form prospectus, dated February 11, 2025, which forms part of the joint registration statement on Form F-10 and F-4 (the “Registration Statement”) filed with the U.S. Securities and Exchange Commission (“SEC”). You may obtain copies of these documents without charge from the Exchange Agent and Information Agent at their telephone numbers and email address set forth above. These documents are also available electronically for free on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov. Before participating in the exchange offers and consent solicitations, you should read these documents and the documents incorporated by reference therein for more complete information about TRC, TR Finance and the exchange offers and consent solicitations. The prospectus may be amended and the New Notes to be issued in connection with the exchange offers may not be offered nor may tenders of Old Notes be accepted until a receipt for the final prospectus relating to the exchange offers (the “Final Prospectus”) has been issued. The Registration Statement of which the prospectus forms a part has been filed with the SEC but has not yet been declared effective by the SEC under the U.S. Securities Act of 1933, as amended, and the New Notes to be issued in connection with the exchange offers may not be offered nor may tenders of Old Notes be accepted prior to the time the Registration Statement has been declared effective. Neither the SEC nor any state securities commission has approved or disapproved of the securities described herein or determined if the Registration Statement is truthful or complete. Any representation to the contrary is a criminal offense.

None of TR Finance, TRC, the Subsidiary Guarantors, the Dealer Managers, the Exchange Agent and Information Agent, the trustees under the TRC Indenture, or any other person, makes any recommendation as to whether holders of Old Notes should tender their Old Notes or provide their consent to the Proposed Amendments in connection with the exchange offers and consent solicitations. The exchange offers and consent solicitations are not being made to any holders of Old Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

The consummation of each exchange offer and consent solicitation is subject to, and conditional upon, the satisfaction or waiver of the conditions described in the prospectus. TRC may, at its option and in its sole discretion, waive any such conditions with respect to any of the exchange offers or consent solicitations, except the condition that the Registration Statement has been declared effective by the SEC under the U.S. Securities Act of 1933, as amended, and the condition that the Ontario Securities Commission has issued a receipt with respect to the Final Prospectus on behalf of itself and the securities commissions in each of the other Provinces of Canada. All conditions to the exchange offers and consent solicitations must be satisfied or, where permitted, waived, at or by the Expiration Time.

Notice to Certain Non-U.S. and Non-Canadian Holders

Belgium

Neither this announcement, the prospectus nor any other documents or materials relating to the Exchange Offers have been submitted to or will be submitted for approval or recognition to the Belgian Financial Services and Markets Authority and, accordingly, the Exchange Offers may not be made in Belgium by way of a “public offering” as defined in Articles 3 and 6 of the Belgian Takeover Law or by way of an offer of securities to the public for which the publication of a prospectus would be required pursuant to the Prospectus Regulation or pursuant to the Belgian Prospectus law, as applicable, each as amended or replaced from time to time. Accordingly, the Exchange Offers may not be advertised and the Exchange Offers will not be extended, and neither this announcement, the prospectus nor any other documents or materials relating to the Exchange Offers (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than (i) to persons which are “qualified investors” in the sense of Article 2(e) of the Prospectus Regulation, acting on their own account; or (ii) in any other circumstances which do not require the publication of a prospectus under any of the Belgian Takeover Law, the Prospectus Regulation and the Belgian Prospectus Law, as applicable. This announcement and the prospectus have been issued only for the personal use of the above investors and exclusively for the purpose of the Exchange Offers. Accordingly, the information contained in this announcement and the prospectus may not be used for any other purpose or disclosed to any other person in Belgium.

The Exchange Offers are not made, and will not be made or advertised, directly or indirectly, to any individual in Belgium qualifying as a Belgian Consumer, and this announcement, the prospectus or any other documents or materials relating to the Exchange Offers have not been and shall not be distributed, directly or indirectly, in Belgium to any Belgian Consumer.

Cayman Islands

No invitation whether directly or indirectly may be made to the public in the Cayman Islands to exchange Old Notes for New Notes.

European Economic Area

The New Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a “retail investor” means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Regulation. Consequently no key information document required by the PRIIPs Regulation for offering or selling the New Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the New Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

This announcement and the prospectus have been prepared on the basis that any offer of New Notes in any Member State will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of New Notes. Accordingly, any person making or intending to make any offer in that Member State of New Notes that are subject to the Exchange Offers contemplated in this announcement and the prospectus may only do so in circumstances in which no obligation arises for TR Finance, TRC, the Subsidiary Guarantors or any of the Dealer Managers to publish a prospectus pursuant to Article 3 of the Prospectus Regulation in relation to such offer. Neither TR Finance, TRC, the Subsidiary Guarantors or any of the Dealer Managers has authorized, nor do TR Finance, TRC, the Subsidiary Guarantors or any of the Dealer Managers authorize, the making of any offer of New Notes in circumstances in which an obligation arises for TR Finance, TRC, the Subsidiary Guarantors or any of the Dealer Managers to publish a prospectus for such offer.

Any offer of the New Notes made to holders of the Old Notes which are located or resident in any Member State is addressed only to holders of Old Notes which are qualified investors as defined in the Prospectus Regulation. Any holder of Old Notes that is not a qualified investor is not able to participate in the Exchange Offers.

France

The Exchange Offers are not being made, directly or indirectly, to the public (other than to qualified investors (investisseurs qualifiés)) in France. This announcement, the prospectus and any other offering material relating to the Exchange Offers may be distributed in France only to qualified investors as defined in Article 2(e) of the Prospectus Regulation and in accordance with Articles L.411-1 and L.411-2 of the French Code monétaire et financier. Neither this announcement, the prospectus nor any other offering material has been submitted for clearance to, nor approved by, the Autorité des marchés financiers.

Hong Kong

The New Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available in Hong Kong, by means of any document, other than: (a) to “professional investors” as defined in the SFO and any rules made under the SFO; or (b) in other circumstances which do not result in the document being a “prospectus” as defined in the C(WUMP)O or which do not constitute an offer to the public within the meaning of the C(WUMP)O.

Further, no person has issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Exchange Offers, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the Exchange Offers which are or are intended to be made only to persons outside Hong Kong or only to “professional investors” as defined in the SFO and any rules made under the SFO. This announcement, the prospectus and the information contained herein may not be used other than by the person to whom it is addressed and may not be reproduced in any form or transferred to any person in Hong Kong.

The Exchange Offers are not intended to be made to the public in Hong Kong and it is not the intention of TR Finance that the Exchange Offers be made to the public in Hong Kong.

Italy

None of the Exchange Offers, this announcement, the prospectus or any other document or materials relating to the Exchange Offers or the New Notes have been or will be submitted to the clearance procedure of the CONSOB pursuant to Italian laws and regulations.

The Exchange Offers are being carried out in the Republic of Italy as exempted offers pursuant to article 101-bis, paragraph 3-bis of the Financial Services Act and article 35-bis, paragraph 3, of CONSOB Regulation No. 11971 of May 14, 1999, as amended, as the case may be.

Holders or beneficial owners of the Old Notes that are resident and/or located in Italy can offer to exchange Old Notes pursuant to the Exchange Offers through authorized persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of October 29, 2007, as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Old Notes, the New Notes, the Exchange Offers or this announcement or the prospectus.

Singapore

Neither this announcement nor the prospectus has been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this announcement, the prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the New Notes may not be circulated or distributed, nor may the New Notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “Securities and Futures Act”), (ii) to a relevant person pursuant to section 275(1) of the Securities and Futures Act, or any person pursuant to section 275(1A) of the Securities and Futures Act, and in accordance with the conditions, specified in section 275 of the Securities and Futures Act or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the Securities and Futures Act.

Where the New Notes are subscribed or purchased under section 275 of the Securities and Futures Act by a relevant person which is:

(A)

a corporation (which is not an accredited investor (as defined in section 4A of the Securities and Futures Act)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

(B)

a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,

securities or securities-based derivatives contracts (as defined in section 2(1) of the Securities and Futures Act) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the New Notes pursuant to an offer made under section 275 of the Securities and Futures Act except:

(1)

to an institutional investor or to a relevant person defined in section 275(2) of the Securities and Futures Act, or to any person arising from an offer referred to in section 275(1A) or section 276(4)(i)(b) of the Securities and Futures Act, and further for corporations, in accordance with the conditions specified in section 275 of the Securities and Futures Act;

(2)

where no consideration is or will be given for the transfer;

(3)

where the transfer is by operation of law; or

(4)

as specified in section 276(7) of the Securities and Futures Act; or

(5)

as specified in regulation 37A of the Securities and Futures (Offers of Investments) (Securities and Securities-based Derivatives Contracts) Regulations 2018.

Switzerland

The New Notes may not be offered, sold or advertised, directly or indirectly, in or into Switzerland within the meaning of FinSA, except to any investor that qualifies as a professional client within the meaning of the FinSA. Accordingly, any holder of Old Notes, that is not a professional client within the meaning of the FinSA, is excluded from the Exchange Offers. By tendering Old Notes pursuant to the Exchange Offers, a holder will be deemed to have represented and warranted that such holder qualifies as a professional client within the meaning of the FinSA.

Neither this announcement, the prospectus nor any other offering or marketing material relating to the Exchange Offers or the New Notes constitutes a prospectus or a key information document (or an equivalent document) as such terms are understood pursuant to the FinSA, and neither this announcement, the prospectus nor any other offering or marketing material relating to the Exchange Offers or the New Notes may be distributed or otherwise made available in Switzerland, except to any investor that qualifies as a professional client within the meaning of the FinSA.

United Kingdom

The New Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the UK. For these purposes, a “retail investor” means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No. 2017/565 as it forms part of domestic law by virtue of the EUWA; (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No. 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA. Consequently no key information document required by the UK PRIIPs Regulation for offering or selling the New Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the New Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

This announcement and the prospectus have been prepared on the basis that any offer of New Notes in the UK will be made pursuant to an exemption under the FSMA from the requirement to publish a prospectus for offers of New Notes. Accordingly any person making or intending to make an offer in the UK of New Notes which are the subject of the offering contemplated in this announcement and the prospectus may only do so in circumstances in which no obligation arises for TR Finance, TRC, the Subsidiary Guarantors or any of the Dealer Managers to publish a prospectus pursuant to section 85 of the FSMA in relation to such offer. Neither TR Finance, TRC, the Subsidiary Guarantors or any of the Dealer Managers have authorized, nor do they authorize, the making of any offer of New Notes in circumstances in which an obligation arises for TR Finance, TRC, the Subsidiary Guarantors or any of the Dealer Managers to publish a prospectus for such offer.

Neither the communication of this announcement, the prospectus nor any other offering material relating to the Exchange Offers is being made, and this announcement and the prospectus have not been approved, by an authorized person for the purposes of Section 21 of the FSMA. Accordingly, this announcement and the prospectus are only being distributed to and are only directed at: (i) persons who are outside the UK; (ii) investment professionals falling within Article 19(5) of the Financial Promotion Order; (iii) persons who are within Article 43(2) of the Financial Promotion Order; (iv) high net worth entities falling within Article 49(2)(a) to (d) of the Financial Promotion Order; or (v) other persons to whom this announcement, the prospectus and any other documents or materials relating to the Exchange Offers may otherwise lawfully be communicated in accordance with the Financial Promotion Order (all such persons together being referred to as “Relevant Persons”). The New Notes will only be available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such notes will be engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this announcement, the prospectus or any of its contents and may not participate in the Exchange Offers.

General

All amounts referenced herein, including the consideration for the New Notes, are in U.S. dollars. Dates and times are subject to extension. All references in the section titled “Notice to Certain Non-U.S. and Non-Canadian Holders” have the meanings given to them in the prospectus.

This press release shall not constitute an offer to sell, or a solicitation of an offer to buy, any of the securities described herein and is also not a solicitation of the related consents. The exchange offers and consent solicitations may be made only pursuant to the terms and conditions of the prospectus, the Registration Statement and the other related materials.

Thomson Reuters

Thomson Reuters (TSX/NYSE: TRI) informs the way forward by bringing together the trusted content and technology that people and organizations need to make the right decisions. The company serves professionals across legal, tax, accounting, compliance, government, and media. Its products combine highly specialized software and insights to empower professionals with the data, intelligence, and solutions needed to make informed decisions, and to help institutions in their pursuit of justice, truth, and transparency. Reuters, part of Thomson Reuters, is a world leading provider of trusted journalism and news.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS, MATERIAL RISKS AND MATERIAL ASSUMPTIONS

Certain statements in this news release, including, but not limited to, those relating to the exchange offers and the consent solicitations (including all details thereof), are forward-looking. The words “will”, “expect”, “believe”, “target”, “estimate”, “could”, “should”, “intend”, “predict”, “project” and similar expressions identify forward-looking statements. While Thomson Reuters believes that it has a reasonable basis for making the forward-looking statements in this news release, they are not a guarantee of future outcomes and there is no assurance that any of the other events described in any forward-looking statement will materialize. Forward-looking statements are subject to a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from current expectations. Many of these risks, uncertainties and assumptions are beyond the company’s control and the effects of them can be difficult to predict.

Some of the material risk factors that could cause actual results or events to differ materially from those expressed in or implied by forward-looking statements in this news release include, but are not limited to, those discussed on pages 19-35 in the “Risk Factors” section of the company’s 2023 annual report. These and other risk factors are discussed in materials that Thomson Reuters from time-to-time files with, or furnishes to, the Canadian securities regulatory authorities and the SEC.

Except as may be required by applicable law, Thomson Reuters disclaims any obligation to update or revise any forward-looking statements.

CONTACTS

Media
Gehna Singh Kareckas
Senior Director, Corporate Affairs
+1 613 979 4272
gehna.singhkareckas@tr.com

Investors
Gary Bisbee, CFA
Head of Investor Relations
+1 646 540 3249
gary.bisbee@tr.com

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SOURCE Thomson Reuters

Technology

Axon Announces Body 5: Next-Generation Camera Built for the AI Era

Published

5 hours ago

October 24, 2026

Axon Body 5 delivers 25x the AI processing power of earlier-generation cameras, with upgraded connectivity, audio and battery life to support real-time situational awareness in the field

SCOTTSDALE, Ariz., Oct. 24, 2026 /PRNewswire/ — Axon (Nasdaq: AXON), the global leader in public safety technology, today announced Axon Body 5, its newest body-worn camera designed to bring more powerful intelligence, connectivity and real-time support directly to officers in the field.

For years, Axon body cameras have helped agencies capture critical evidence and create greater transparency. Body 5 is built to help officers during the call, with information, assistance and backup on the spot.

“Officers shouldn’t have to choose between getting information and watching the scene. With Axon Body 5, they don’t,” said Rick Smith, Axon Founder and CEO. “They capture a license or document with the camera, keep their hands free and eyes up, and get information faster than writing it down and calling it in by radio. An officer fully engaged with the person in front of them, not down at a notepad, is a safer officer and a better-served community.”

Axon Body 5: Built for the AI Era

Built from the ground up for the AI era, Axon Body 5 delivers 25x the AI processing power than earlier generation Axon body cameras, alongside advancements in connectivity, audio, video and battery life. Together, these upgrades give the camera the physical power to run smarter AI features — both today and as new AI tools are developed in the future — while also making it more dependable for officers to use every day.

For the first time, Axon is also introducing two versions of its latest flagship camera: Axon Body 5 and Axon Body 5 Pro.

Both models feature several key advancements, including:

25x more processing power for AI: A powerful new computing architecture creates the capacity to support current and future AI features directly on the body camera.Enhanced video: Improved video captures clearer evidence across challenging environments, including better low-light performance.Improved connectivity: Seamless connectivity in urban and remote environments – and more precise location capability – helps officers, cameras and remote support teams stay connected when timely information matters most.Longer battery life: 20% more battery life than the previous generation helps keep the camera ready and connected throughout an officer’s shift.

The Axon Body 5 Pro will continue to gain new AI capabilities as they become available, growing along with the AI Era Plan. Additionally, new hardware features include:

A near-focus camera: An additional dedicated camera lens lets officers scan driver’s licenses to check status and search for wants or warrants in seconds, without returning to the patrol vehicle, with relevant information sent to Axon Fusus to support real-time operations.Front-facing speakers: Four additional speakers project even more powerful audio toward the person an officer is speaking with, helping real-time translations from Axon Assistant carry more clearly over heavy traffic or crowd noise. Additional memory: Extra space lets the camera run several AI tools at once, helping officers stay better informed and work faster.

Bringing More of Axon’s AI Era Into the Field

Axon Body 5 helps officers get more out of the Axon AI Era Plan by bringing smart tools right to the scene. Axon’s portfolio already supports public safety professionals across a growing range of tasks. For example, Draft One helps officers turn body-camera audio into high-quality report drafts and Axon Assistant provides voice-based information access and real-time translation.

Increasingly, Axon is also bringing AI into real-time operations.

Axon Guardian is a new category of AI features within the AI Era Plan that was specifically created to work with an officer’s field-based devices – starting with body cameras and in-car cameras – to improve safety. Guardian is designed to flag potential risks as situations unfold and create alerts when additional attention may be needed. Two of the first features include:

Escalation Detection: When an Axon Body 4 or Axon Body 5 camera is activated and recording, Guardian has the ability to detect potential conflicts in real time and create an alert in Axon Fusus. A human reviews the livestream and decides if additional support or action is needed.Approach Alert: When active on Axon Fleet 3, Guardian can detect if the door of a stopped vehicle opens and alert the officer through the in-car display and their body-worn camera.

Combined, Axon Body 5 and the expanding AI Era portfolio demonstrate the importance of AI as a critical resource to assist public safety professionals before, during and after an incident — reducing administrative burden, improving situational awareness and helping protect more lives.

Innovating Responsibly

Axon’s Responsible Innovation framework guides the development of all of its products. Designed with this in mind, Axon Body 5 and Guardian prioritize human oversight and maintain agency control over data. As a key part of the responsible innovation process, Axon’s independent Ethics and Equity Advisory Council was created to help responsibly develop and deploy new technologies with transparency, while aligning with community expectations.

General availability dates for Axon Body 5 and Axon Guardian will be announced soon. Product features and capabilities vary by configuration. For more information on Axon’s current products and services: Axon Product Catalog – Axon.com.

About Axon
Axon (Nasdaq: AXON) is the global leader in public safety technology supporting state, local, federal and international public safety agencies with technology designed to Protect Life. Complementing its mission, Axon’s growing Enterprise market focuses on protecting critical infrastructure and frontline workers across multiple industries including corporate security, hospitality, retail and healthcare. Founder-led since 1993, Axon builds products with transparency and responsibility. From TASER energy devices to today’s connected network of hardware – including cameras, drones, and robotics – cloud software, sensors, and AI-tools, the Axon ecosystem helps seamlessly protect people and places when it matters most. To ensure these technologies align with community expectations, Axon’s independent Ethics & Equity Advisory Council guides the ethical, inclusive, and accountable design of its products and services. Learn more about the EEAC and Axon’s Responsible Innovation framework at Axon Responsibility.

Non-Axon trademarks are the property of their respective owners. Axon, TASER and the Delta Logo are trademarks of Axon Enterprise, Inc., some of which are registered in the US and other countries. For more information, visit www.axon.com/legal. All rights reserved.

Please visit https://investor.axon.com and https://www.axon.com/newsroom for more information.

Media Contact:
Kate MacKinnon
Vice President, Communications
press@axon.com

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SOURCE Axon

Technology

In HelloNation, Custom Fabrication Expert Mark Coyle Explains a Common Mistake in Custom Aluminum Design

Published

6 hours ago

October 24, 2026

The article explains why smart geometry, not thicker walls, creates stronger, more efficient aluminum components.

ROCHESTER, N.Y., Oct. 24, 2026 /PRNewswire/ — What early design choice causes many custom aluminum projects to become heavier, costlier, or harder to manufacture? That question is addressed in a HelloNation article featuring insights from Custom Fabrication Expert Mark Coyle of American Custom Metals, Inc. in Rochester, New York, that outlines how misunderstanding aluminum behavior leads designers to rely on thick walls instead of stronger geometry.

The article begins by explaining that many people assume thicker walls automatically make aluminum parts stronger. It notes that aluminum does not respond to wall thickness the way steel does. Instead, its performance is shaped by how the metal flows through the extrusion die. The article states that custom aluminum design is more effective when profiles use ribs, chambers, and flanges to create stiffness without adding unnecessary weight. This guidance helps readers understand why adding material often increases cost without improving strength.

The article also highlights that thicker walls change how aluminum moves during extrusion. When heavy areas fill more slowly, the metal cools unevenly and can develop stress that only appears later. The HelloNation piece explains that well-balanced geometry keeps extrusion smooth and predictable. This consistency makes it easier to maintain dimensional accuracy across long production runs. By focusing on geometry, custom aluminum design avoids the problems that come with slow extrusion speeds and uneven cooling.

Another insight in the article centers on how ribs and internal supports influence stability. It describes how a thin wall supported by a properly placed rib often performs better than a thick wall with no reinforcement. This happens because the rib helps distribute load, improve stiffness, and guide the aluminum as it cools. The article explains that this structural approach makes custom aluminum design more efficient and gives designers more control over how the final part behaves under pressure.

The article also shows why early collaboration between designer and fabricator prevents costly changes. It states that a fabricator familiar with extrusion can catch potential issues before a die is built. Small adjustments to corners or transitions can remove weak points or improve metal flow. The article notes that this teamwork keeps the design aligned with real-world production. By working together early, both sides reduce the risk of redesigning the die after the first test run.

Machining is another area where the article explains how wall thickness affects performance. Features such as deep pockets or sharp internal angles may require slow feed rates or special tooling. When walls are thicker than needed, those areas can become difficult to machine cleanly. The article states that thoughtful custom aluminum design makes machining more predictable. Small changes, such as adding radiused edges or sizing features to match standard tools, help shorten cycle times and prevent tool wear.

Thermal behavior receives detailed attention as well. The article explains that aluminum retains heat differently depending on the mass of each section. Thicker walls hold heat longer, which increases the chance of distortion during extrusion, machining, or finishing. When a design uses geometry to create strength, the material cools more evenly. This reduces warping and helps long profiles stay aligned. The article notes that stable cooling is important for components that require a precise fit and consistent shape throughout an entire production run.

Cost is also a key topic in the article. It states that heavier profiles increase material use, extrusion time, and tooling needs. A custom aluminum design that relies on geometry instead of mass lowers material consumption and keeps the fabrication process efficient. The article explains that lighter parts are easier to handle, ship, and assemble. This saves money across multiple stages of production and supports long-term manufacturing efficiency.

The article also notes that smart custom aluminum design creates profiles that behave predictably during extrusion and machining. Smooth transitions, balanced wall dimensions, and structural features help reduce the chance of distortion or dimensional drift. These elements also lower scrap rates and support reliable performance. By using geometry instead of excess material, designers build parts that maintain strength without compromising manufacturability.

As the article concludes, it emphasizes that avoiding thick walls is one of the best ways to improve performance and lower cost. It states that the most dependable custom aluminum components come from designs that use structural features to strengthen the profile. When designers understand how aluminum behaves at each stage of extrusion and machining, they create parts that are strong, efficient, and consistent from batch to batch. This approach turns custom aluminum design into a predictable process rather than a series of uncertain adjustments.

A Common Mistake in Custom Aluminum Design features insights from Mark Coyle, Custom Fabrication Expert of Rochester, NY, in HelloNation.

About HelloNation
HelloNation is America’s Good News Network, a premier media platform built on the idea that good news travels faster when real people tell real stories. Through its community-focused publications and innovative “edvertising” approach, HelloNation delivers content that informs, inspires, and spotlights the leaders making a meaningful impact in their communities.

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Technology

World Young Scientist Summit 2026 Opens in Wenzhou, Zhejiang

Published

7 hours ago

October 24, 2026

WENZHOU, China, Oct. 24, 2026 /PRNewswire/ — This is a report by China Daily:

On October 24, the World Young Scientist Summit 2026 opened in Wenzhou, Zhejiang. The event is hosted by the China Association for Science and Technology (CAST), the Zhejiang Provincial People’s Government, and the World Association of Young Scientists. Nearly 800 representatives, including scientists, educators, and entrepreneurs from more than 60 countries and regions, are attending the summit.

He Junke, Vice President of CAST in charge of daily work and First Secretary of its Secretariat; Lian Yimin, Chairman and Party Group Secretary of the Zhejiang Provincial Committee of the Chinese People’s Political Consultative Conference; Marcelo Knobel, Executive Director of The World Academy of Sciences; and Zhang Zhenfeng, Member of the Standing Committee of the CPC Zhejiang Provincial Committee and Secretary of the CPC Wenzhou Municipal Committee, attended the summit and delivered remarks. Yao Gaoyuan, Vice Governor of the Zhejiang Provincial People’s Government, presided over the first segment of the plenary session.

With the theme “Gathering Talents Worldwide to Create a Better Future,” the summit’s annual agenda is “Global Youth Action in the AI Era: Building a Sustainable Future.” It aims to draw on the insights of young people around the world, deepen international sci-tech cooperation, and jointly address questions about young people, science, the world and the future.

Efim Zelmanov, Fields Medalist and Foreign Member of the Chinese Academy of Sciences; Chen Yunji, Deputy Director of the Institute of Computing Technology, CAS, and Director of the National Key Laboratory of Processor Chips; Mary Garson, President of the International Union of Pure and Applied Chemistry; and Lu Chaoyang, Member of the Standing Committee of CAST, Executive Dean of the Shanghai Institute of Advanced Study, University of Science and Technology of China, and Chairman of the Council of the World Association of Young Scientists, delivered keynote speeches respectively on education reform in the AI era, AI and processor chips, young women scientists’ participation in science, and quantum computing. They explored new opportunities for scientific research, talent cultivation, and international cooperation in the AI era.

This year’s summit placed greater emphasis on the growth needs of young scientists, with young talents under the age of 45 accounting for 88 percent of participants. It aimed to build a cluster of international journals, bring together young scientific talent, facilitate a batch of international collaborative projects and advance the application and commercialization of scientific and technological achievements. The summit released the Report on the Distribution and Mobility of Young Scientists in the Field of Embodied Intelligence, launched the World Young Scientist Summit Partner Journal Program and the 2026 World Young Scientist Innovation and Entrepreneurship Growth Support Program. It also published the “Young Scientist Pioneers 2035” list and announced the 2026 Sustainable Development Young Scientist Award. The awards were presented to four Chinese and foreign scientists.

Chen Tianrun, Founder of Hangzhou Moxin Technology Co., Ltd.; Yuan Yang, Assistant to the Dean of the Institute for Interdisciplinary Information Sciences at Tsinghua University; and two of the 2026 Sustainable Development Young Scientist Award winners, César de la Fuente and Nicola Segata, among other Chinese and foreign young scientist representatives, spoke at the flash-talk session to share their research practices and reflections.

In addition, the conference focused on fields such as future manufacturing, quantum information, embodied intelligence, brain-computer intelligence, environmental science, deep-sea resources, and life and health, and held 12 parallel forums. It also included the “Gravitation π” Future Technology and Concept Products Exhibition and Exchange, local thematic side events, and sci-tech and humanities study visits, further building an interdisciplinary, cross-regional and cross-sector platform for youth sci-tech exchange and cooperation.

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SOURCE China Daily