Multex
The company, one of its wholly owned subsidiaries and Multex.com, Inc. have entered into a merger agreement providing for the acquisition by Reuters of all of the outstanding equity of Multex at US$7.35 per share. The agreement provides for the company's subsidiary to make a tender offer under the United States securities laws for all outstanding shares of Multex. The tender offer commenced on 26 February 2003, and its expiration date is 25 March 2003, subject to extension in certain circumstances. Pursuant to the agreement, the tender offer is subject to a number of customary conditions, including receipt of standard regulatory approvals, and the tender of sufficient shares for Reuters to obtain at least a majority of Multex's fully diluted shares when added to the 6% interest it already holds. Multex's Chief Executive Officer and members of its senior management, who collectively hold approximately 3.7% of Multex's shares not including options, have committed to support the deal by entering into a tender and voting agreement with the company obligating them to tender their shares, subject to certain exceptions. Subject to its completion, the tender offer will be followed by a merger in which all remaining Multex shareholders will receive the same per share price (subject to appraisal rights to the extent properly exercised) and Multex will become an indirect wholly-owned subsidiary of the company. The agreement provides for customary termination rights for the company and Multex and the payment by Multex of a US$5.5 million fee to the company if the agreement is terminated under certain circumstances. Under the merger agreement, certain of Multex's outstanding employee options with an exercise price less than the US$7.35 per share acquisition price and which are scheduled to vest through 2004 will be cancelled upon completion of the merger and holders of the options will instead be entitled to receive, on the date that their options would have vested, ordinary shares of the company with a value, calculated as of the date of the merger, equal to the difference between the acquisition price and the exercise price of the options (which difference amounts to approximately US$9 million (£6 million) in the aggregate). If the value of the ordinary shares has declined between the date of the merger and the date received by the applicable employees, the shortfall will be paid to the applicable employees by Reuters in cash. The net cash cost to Reuters of acquiring the Multex shares, other than the 6% interest already held by Reuters, is expected to be approximately US$195 million (£121 million) on a fully diluted basis, net of exercise prices of all outstanding options and warrants with an exercise price below the acquisition price including the options described above, and after taking account of estimated transaction costs and cash estimated to become available to Reuters as a result of the acquisition (based on cash balances as of 31 December 2002).

For a more detailed summary of the merger agreement, the Multex acquisition, and related matters, see the Offer to Purchase included as an exhibit to the Tender Offer Statement on Schedule TO filed by the company with the SEC on 26 February 2003, and amendments thereto.