Technology

Thomson Reuters Commences Debt Exchange Offers and Consent Solicitations

Published

1 year 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

BTQ Technologies’ QSSN Selected as Core Security Infrastructure for South Korea’s First Bank-Led KRW Stablecoin Proof-of-Concept

Published

13 hours ago

May 6, 2026

BTQ provides strategic advisory support and QSSN as core PQC security infrastructure for the iM Bank initiative on the Kaia mainnet, advancing post-quantum migration across global financial infrastructure

BTQ has been selected as the core post-quantum cryptography security technology provider for South Korea’s first bank-led KRW stablecoin proof-of-concept, delivering its Quantum Secure Stablecoin Settlement Network (“QSSN”) for the initiative.
BTQ is providing strategic advisory support and helping coordinate implementation across the partnership with iM Bank and Finger, supporting the integration of post-quantum protections into regulated digital money infrastructure.
Built on the Kaia mainnet, the proof-of-concept is connected to the blockchain ecosystems originally developed by Kakao and LINE, linking the initiative to two of the largest messaging and digital platform ecosystems in Korea and Japan.

VANCOUVER, BC, May 6, 2026 /PRNewswire/ – BTQ Technologies Corp. (“BTQ” or the “Company”) (Nasdaq: BTQ) (CBOE CA: BTQ), a global quantum technology company focused on securing mission-critical networks, today announced that it it has been selected as the core PQC security technology provider through its Quantum Secure Stablecoin Settlement Network (“QSSN”) in a proof-of-concept with its Korean strategic partner, Finger Inc. (“Finger”), and iM Bank, a leading Korean commercial bank, for South Korea’s first bank-led Korean won stablecoin infrastructure incorporating post-quantum cryptography (“PQC”).

The proof-of-concept represents more than a technical pilot. It marks an important step in bringing next-generation quantum security into banking infrastructure within Korea’s regulated financial system. In addition to providing QSSN as the core PQC security framework, BTQ is contributing consulting and strategic coordination across the three-way partnership, helping align the project’s security architecture, implementation approach, and long-term post-quantum migration objectives.

“Post-quantum migration requires more than a cryptographic upgrade. It requires coordination across infrastructure, implementation, and institutional stakeholders,” said Olivier Roussy Newton, Chief Executive Officer of BTQ Technologies. “In this initiative, BTQ is providing both strategic advisory support and QSSN as the post-quantum security architecture, while helping lead coordination across the three-way partnership. We believe this proof-of-concept demonstrates how financial institutions can begin integrating quantum-resilient protections into digital money systems in a practical and operationally viable way.”

South Korea’s First Bank-Led PQC Stablecoin Infrastructure Initiative

BTQ is working alongside iM Bank and Finger on a three-way initiative to validate the issuance and distribution infrastructure for a Korean won stablecoin. In addition to supplying QSSN as the PQC security layer, BTQ is providing consulting support and helping to guide coordination across the partnership as the parties evaluate how to integrate post-quantum protections into bank-led digital asset infrastructure.

The proof-of-concept will validate several key components, including real-time reconciliation between bank reserves and blockchain-issued supply, a global-standard smart contract architecture, connectivity to global infrastructure for overseas distribution, and the integration of a PQC-based dual-signature security structure. By applying BTQ’s PQC signature architecture alongside the existing ECDSA cryptographic framework, the system is designed to preserve operational continuity for financial institutions while proactively addressing future quantum computing threats.

Built on Kaia Mainnet

A notable feature of the proof-of-concept is that it will be implemented on the Kaia mainnet, one of Korea’s leading Layer 1 blockchain networks. Kaia was created through the merger of Klaytn, the blockchain originally developed by Kakao, and Finschia, the blockchain associated with LINE. Kakao and LINE sit at the center of two of the largest messaging and digital platform ecosystems in Korea and Japan, respectively, making Kaia a significant piece of regional digital infrastructure.

Klaytn previously participated in the Bank of Korea’s CBDC pilot ecosystem, and the Bank of Korea has continued to advance CBDC testing through initiatives such as Project Hangang.

By combining BTQ’s PQC technology with blockchain infrastructure tied to the Kakao and LINE ecosystems, the proof-of-concept is intended to establish a model that aligns institutional-grade security, blockchain scalability, and evolving regulatory requirements for digital money infrastructure.

QSSN as the Security Layer

The PQC security foundation for the initiative is BTQ’s Quantum Secure Stablecoin Settlement Network, or QSSN, a quantum-secure network architecture designed for stablecoin, tokenized deposit, payment, and digital asset infrastructure. QSSN is designed to protect critical issuer functions, including stablecoin issuance, burning, transfer authority, upgrade control, and administrative permissions, by integrating PQC-based signatures while maintaining existing user experience and operational workflows.

BTQ has previously announced that QSSN was highlighted in the U.S. Post-Quantum Financial Infrastructure Framework (“PQFIF”) as a model architecture for post-quantum digital money infrastructure. The Company has also positioned QSSN as a standards-oriented initiative advanced through QuINSA and aligned with emerging post-quantum financial infrastructure requirements.

Addressing the Harvest-Now, Decrypt-Later Risk

The timing of the proof-of-concept reflects the growing urgency surrounding the “Harvest-Now, Decrypt-Later” risk, in which attackers may collect encrypted financial data today and decrypt it later once sufficiently advanced quantum capabilities emerge. Global institutions are already accelerating post-quantum migration. The U.S. National Institute of Standards and Technology (“NIST”) has finalized its first set of post-quantum cryptography standards, including ML-DSA, ML-KEM, and SLH-DSA, while major technology companies and financial institutions continue to define their own post-quantum transition timelines.

BTQ’s QSSN addresses this challenge through a dual-signature design that allows existing ECDSA-based infrastructure to operate in parallel with NIST-aligned PQC signatures such as ML-DSA. This approach enables banks and payment infrastructure providers to begin a phased transition toward quantum-safe security without disrupting existing systems.

Expanding BTQ’s Korean Ecosystem

BTQ continues to expand its Korean ecosystem across digital assets, payments, banking infrastructure, and hardware-based security. In October 2025, BTQ announced that Finger had joined Danal as an early participant in BTQ’s QSSN pilot program, with the initiative expected to progress from proof-of-concept toward commercialization under QuINSA-aligned guidelines and broader industry frameworks such as PQFIF.

The commencement of the iM Bank proof-of-concept represents an important commercial signal for BTQ, indicating that demand for post-quantum migration among Korean financial institutions is beginning to move from policy discussion toward infrastructure-level implementation. As Korea advances both quantum technology policy and stablecoin-related regulatory discussions, BTQ believes QSSN is well positioned at the intersection of regulated finance, digital asset infrastructure, and post-quantum security.

About iM Bank
iM Bank is a South Korean commercial bank and a subsidiary of DGB Financial Group. Headquartered in Daegu, iM Bank presents itself as a financial companion for customers and traces its roots to Daegu Bank, which was established in 1967 as Korea’s first regional bank. For more information, please visit https://www.imbank.co.kr/

About Finger Inc. Group
Finger supplies and develops financial IT solutions to provide optimized money management strategies for employees and corporate customers. Providing “Smartphone Financial Services”, “Corporate Cash Management Services” for businesses, “Private Wealth Management Services” for private consumers.

Since the year 2000, Finger has accumulated a number of awards and patents regarding its businesses. Based on its Mobile Enterprise Application Platform(MEAP) Orchestra and its funds management system using screen-scrapping technologies, Finger was the first company in Korea to deliver a smartphone banking banking-service. For more information, please visit http://www.finger.co.kr/

About BTQ
BTQ Technologies Corp. (Nasdaq: BTQ | Cboe CA: BTQ) is a quantum technology company focused on accelerating the transition from classical networks to the quantum internet. Backed by a broad patent portfolio and deep technical expertise, BTQ is advancing a full-stack, neutral-atom quantum computing platform spanning hardware, middleware, and post-quantum security solutions for finance, telecommunications, logistics, life sciences, and defense.

Connect with BTQ: Website | LinkedIn | X/Twitter

ON BEHALF OF THE BOARD OF DIRECTORS
Olivier Roussy Newton
CEO, Chairman
Neither Cboe Canada nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.

Forward Looking Information

Certain statements herein contain forward-looking statements and forward-looking information within the meaning of applicable securities laws. Such forward-looking statements or information include but are not limited to statements or information with respect to the business plans of the Company, including with respect to its research partnerships, and anticipated markets in which the Company may be listing its common shares. Forward-looking statements or information often can be identified by the use of words such as “anticipate”, “intend”, “expect”, “plan” or “may” and the variations of these words are intended to identify forward-looking statements and information.

The Company has made numerous assumptions including among other things, assumptions about general business and economic conditions, the development of post-quantum algorithms and quantum vulnerabilities, and the quantum computing industry generally. The foregoing list of assumptions is not exhaustive.

Although management of the Company believes that the assumptions made and the expectations represented by such statements or information are reasonable, there can be no assurance that forward-looking statements or information herein will prove to be accurate. Forward-looking statements and information are based on assumptions and involve known and unknown risks which may cause actual results to be materially different from any future results, expressed or implied, by such forward-looking statements or information. These factors include risks relating to: the availability of financing for the Company; business and economic conditions in the post-quantum and encryption computing industries generally; the speculative nature of the Company’s research and development programs; the supply and demand for labour and technological post-quantum and encryption technology; unanticipated events related to regulatory and licensing matters and environmental matters; changes in general economic conditions or conditions in the financial markets; changes in laws (including regulations respecting blockchains); risks related to the direct and indirect impact of COVID-19 including, but not limited to, its impact on general economic conditions, the ability to obtain financing as required, and causing potential delays to research and development activities; and other risk factors as detailed from time to time. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

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SOURCE BTQ Technologies Corp.

Technology

Zimmer Biomet to Present at the BofA Securities 2026 Health Care Conference

Published

13 hours ago

May 6, 2026

WARSAW, Ind., May 6, 2026 /PRNewswire/ — Zimmer Biomet Holdings, Inc. (NYSE and SIX: ZBH), a global medical technology leader, today announced that members of the Zimmer Biomet management team will participate in the Bank of America Securities Health Care Conference on Wednesday, May 13, 2026, with a fireside chat at 8:40 a.m. PT (11:40 a.m. ET).

A live audio webcast can be accessed via Zimmer Biomet’s Investor Relations website at https://investor.zimmerbiomet.com. It will be available for replay following the fireside chat.

About Zimmer Biomet
Zimmer Biomet is a global medical technology leader with a comprehensive portfolio designed to maximize mobility and improve health. We seamlessly transform the patient experience through our innovative products and suite of integrated digital and robotic technologies that leverage data, data analytics and artificial intelligence.

With 90+ years of trusted leadership and proven expertise, Zimmer Biomet is positioned to deliver the highest quality solutions to patients and providers. Our legacy continues to come to life today through our progressive culture of evolution and innovation.

For more information about our product portfolio, our operations in 25+ countries and sales in 100+ countries or about joining our team, visit www.zimmerbiomet.com or follow on LinkedIn at www.linkedin.com/company/zimmerbiomet or X at www.x.com/zimmerbiomet.

Contacts:

Media

Investors

Troy Kirkpatrick

David DeMartino

614-284-1926

646-531-6115

troy.kirkpatrick@zimmerbiomet.com

david.demartino@zimmerbiomet.com

Kirsten Fallon

Zach Weiner

781-779-5561

908-591-6955

kirsten.fallon@zimmerbiomet.com

zach.weiner@zimmerbiomet.com

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SOURCE Zimmer Biomet Holdings, Inc.

Technology

NextLadder Ventures Announces Co-Founder Leadership Team, Investment Focus Areas For Over $1 Billion Initiative Empowering Americans with Personalized, Tech-Enabled Support Tools

Published

13 hours ago

May 6, 2026

New senior hires from Google and The Collaborative Fund to lead product strategy and venture investing

Fund unveils first investment focus areas to catalyze new ‘Navigation Technology’ market, equipping Americans with cutting-edge tools to achieve economic security, opportunity and empowerment

ST. LOUIS, May 6, 2026 /PRNewswire/ — NextLadder Ventures, a new fund backed by more than $1 billion in capital, today announced its priority investment areas for building a new market for “Navigation Technology” (NavTech) — tools that provide Americans with personalized solutions to navigate life’s challenges and achieve greater economic mobility — and announced its co-founding team, including two new senior hires.

The fund’s active focus areas are based on extensive research identifying the key experiences and high-stakes decision points that have an outsized impact on American families’ economic mobility. Launched investment areas include financial health, career navigation, and benefits and social services access, with further exploration underway around housing, legal aid, justice and re-entry, and mental and physical health.

The organization is also today welcoming two senior leaders: Lauren Loktev is joining NextLadder as Managing Director of Investments and Brigitte Hoyer Gosselink as Managing Director of Product. Loktev was most recently a partner at the Collaborative Fund, where she backed several breakout companies in early child development, education, and sustainability. Gosselink comes to NextLadder from Google, where she led the company’s AI and social impact portfolio. They join a growing team which has deep expertise at the intersection of economic mobility, technology, public policy, and philanthropy.

NextLadder’s Focus Areas for Investment

Today, the fund is kicking off a plan to deploy $1 billion over the next seven years to accelerate the design, development, and deployment of accessible NavTech tools that aim to help families more successfully navigate the major life experiences that determine whether they get ahead or fall behind. As NextLadder’s inaugural frontier AI lab partner, Anthropic is supporting the build-out of the organization’s AI-native capabilities and is offering technical assistance to NextLadder’s portfolio organizations.

As an increasing proportion of Americans across income levels find themselves overextended and overwhelmed, NavTech tools are designed to help individuals and families understand their options, connect to information and resources, and take action to recover from a setback or take advantage of an opportunity and reclaim their economic futures.

“Life is getting harder, and too many Americans are stuck facing some of the most complex and consequential moments of their lives without much support,” said Ryan Rippel, CEO of NextLadder Ventures. “Every day, millions in this country face fork-in-the-road decisions that have major implications on whether they climb up the economic ladder or fall farther behind. AI has understandably intensified many Americans’ anxieties about their jobs and their security in the economy. But these technologies are now also making it possible to deliver highly personalized, affordable tools to meet the needs of tens of millions of Americans in a way that has never been practically achievable or financially viable before. With NavTech tools, built for the reality of families’ everyday experiences, we can empower Americans to overcome setbacks, navigate life’s toughest financial decisions, and build more secure futures.”

NavTech tools, built with the needs of individuals, families, and trusted community partners at the center of their design, have the potential to ease burdens most acutely faced by 90 million Americans who live in households that have difficulty in paying for usual home expenses, and turbocharge the capacity of the 1.6 million community workers in non-profit or local, state, and federal government roles who serve them. This growing category of digital technologies includes tools that help families access opportunities such as personalized financial advice and legal aid, get connected with available resources and programs, and manage unexpected hurdles like losing a job or facing an eviction – while freeing social workers and service providers to spend more time on people and less time on red tape and paperwork.

The fund’s active investment areas include:

Financial Health: Developing highly personalized, AI-powered financial health tools that can provide tailored, sustained counsel to help users build savings and protect and recover from financial shocks;
Career Navigation: Building tools to support career navigation, manage and support career transitions, and help workers, case managers, and employers identify pathways to living wage work — all designed to help people successfully find the right jobs for them.
Benefits & Social Services Access: Helping eligible Americans seamlessly identify and enroll in all the benefits and social services available to them, particularly those that support career navigation and transitions, help them navigate critical life moments, and achieve stability toward economic opportunity.

NextLadder is exploring additional focus areas, including housing, legal aid, justice and re-entry, caregiving, and mental and physical health. More on the organization’s vision of these focus areas is available HERE.

In addition to backing direct NavTech solutions, NextLadder is investing in the developers, partners, and standards required to build a durable, self-sustaining market. Across all focus areas, the fund is prioritizing efforts to ensure NavTech tools are reliable, protect users’ privacy, and are trusted by the families who depend on them.

NextLadder’s Co-Founder Leadership Team

NextLadder’s five co-founders will be CEO Ryan Rippel, Chief Strategy and Operations Officer Rhett Dornbach-Bender, Chief of Staff Callie Schwartz, and the two new senior hires: Managing Director of Investments Lauren Loktev and Managing Director of Product Brigitte Hoyer Gosselink, rounding out the fund’s expertise in investing, technology, and impact.

“We’re thrilled to welcome Lauren and Brigitte to the NextLadder team,” said Rippel. “Brigitte has spent her career proving that when applied purposefully, AI and technology can deliver meaningful benefits for communities, and she’ll set the bar for what NavTech tools can deliver for American families today and in the years to come. And with her deep experience backing mission-driven founders, Lauren is the perfect leader to build our venture practice from the ground up and accelerate the growth of the NavTech field. With this team in place, we’re positioned to make NavTech tools easier to build, fund, and access so they reach the people who need them most.”

Loktev brings 15 years of venture capital experience investing at the intersection of for-profit and for-good. Most recently at Collaborative Fund, she backed several companies to significant scale and launched Collab+Sesame, a first-of-its-kind thematic seed fund in partnership with Sesame Workshop focused on early childhood education. At NextLadder, she will build and lead the fund’s venture practice, sourcing and scaling investments in the founders building the next generation of NavTech tools.

“We have a once in a generation opportunity to help steer AI solutions toward those who need them most,” said Loktev. “Many amazing, accomplished founders see this too, and they are on a mission to build scalable, transformative businesses in the critical verticals that help people navigate life-changing moments. I couldn’t be more excited to join NextLadder and to support the most inspiring leaders building this market from the ground up. Thanks to our unique, long-term mandate, we can be creative and flexible in investing across stage and check size to partner with the entrepreneurs and leaders we believe will change the world.”

Prior to her role at NextLadder, Gosselink spent over a decade at Google in several roles including Director of AI and Social Impact, directing more than $500 million in funding for organizations applying AI to address challenges including crisis response, education, and economic opportunity. At NextLadder, she will lead AI and product strategy across the fund’s portfolio, backing solutions and setting market-wide standards for how NavTech tools are designed, evaluated, and improved over time.

“If we collectively harness the AI transformation strategically and purposefully, we can transform the way Americans are empowered to access greater economic mobility,” said Gosselink. “We believe that people-centered products, combined with shifts in the market and the services available to families, can fundamentally reshape how millions of Americans navigate critical moments and achieve prosperity on their own terms.”

To request interviews from the NextLadder Ventures leadership team, contact media @nextladder.com.

About NextLadder Ventures

NextLadder Ventures is a time-bound venture with one goal: empower millions of Americans to reach their potential by 2040. Backed by over $1 billion in capital, the organization invests in breakthrough technologies that remove barriers to economic success and put people in control of their futures. NextLadder Ventures is trailblazing a new market for tech-enabled Navigation Technology tools that help people access the resources they need to navigate pivotal moments — offering flexible, risk-tolerant capital to entrepreneurs building these transformative tools today, while creating a pipeline of tech, talent, and capital for the long run.

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SOURCE NextLadder Ventures