Mr. Steve Hasker reports

THOMSON REUTERS CORPORATION ANNOUNCES A RECOMMENDED PUBLIC OFFER TO ACQUIRE PAGERO - A WORLD LEADER IN E-INVOICING

Thomson Reuters Corp. has made a recommended public tender offer to acquire 100 per cent of the shares of Pagero Group AB at a price of 40 Swedish kronor in cash per share, valuing all shares in Pagero to approximately 6.4 billion Swedish kronor. The offer is conditioned by acceptance by over 90 per cent of the company's shareholders.

Pagero is a global leader in e-invoicing and indirect tax solutions, which it delivers through its smart business network. The company links customers, suppliers and institutions, allowing for the automated, compliant and secure exchange of digital orders, invoices and other business documents.

Thomson's acquisition of Pagero will build on the strategic partnership announced in February, 2023, and is expected to accelerate the companies' joint vision for a connected suite of global indirect tax, reporting and e-invoicing capabilities. As many countries move toward real-time digital tax regimes, the e-invoicing compliance capabilities of Pagero complement and expand Thomson's indirect tax offerings, providing enhanced compliance and workflow automation benefits to customers.

"Pagero is a leading global provider of e-invoicing and indirect tax solutions, supporting customers as they navigate an ever evolving regulatory and technology landscape," said Steve Hasker, president and chief executive officer of Thomson. "Our successful commercial partnership with Pagero provides confidence in the strategic and cultural fit, and the opportunity to bring its e-invoicing capabilities together with our Onesource indirect tax offerings. We're excited about the growth potential of this combination."

Benefits of the proposed acquisition:

• Significant e-invoicing growth opportunity: More than 80 countries have announced or introduced legal requirements for e-invoicing and continuous transaction control (CTC) regulations with the aim of ensuring tax compliance and increased transparency. The resulting compliance burden on global companies is significant and is expected to drive continued robust growth for e-invoicing solutions like Pagero's for many years into the future.
• Pagero provides market-leading solutions: Pagero offers a comprehensive suite of global e-invoicing and digital communications solutions through a single, modern and open technology platform. The company's smart business network links its 90,000 customers with over 14 million connected companies, providing emerging network effects as it continues to scale.
• Compelling strategic fit: The combination of Pagero's e-invoicing compliance capabilities with the indirect tax determination and reporting from Thomson's Onesource should yield significant benefits for customers, including enhanced compliance capabilities, workflow automation and global scale through a single trusted vendor. Over time, Thomson sees opportunities to leverage Pagero's open communications network to deliver additional compliance offerings, including for global trade management and supply chain/vendor risk.
• Attractive financial model: Pagero has a high-quality revenue mix (87 per cent recurring) and proven record of double-digit revenue growth. It is highly profitable in scaled markets and believes it has a pathway to robust overall profitability in the next few years as its investment markets scale.

Mr. Hasker concluded: "With our significant financial capacity, global presence and broad expertise, we are well positioned to invest in our shared vision to provide customers with automated, secure and compliant solutions that inform the way forward. We believe the offer we have presented today reflects an attractive premium for shareholders, supported by the recommendation from Pagero's independent bid committee, and that Thomson Reuters will provide the best home where Pagero and its employees can thrive."

Transaction details

The acceptance period of the offer is expected to commence on or around Jan. 12, 2024, and end on or around Feb. 9, 2024. An offer document regarding the offer is expected to be made public on this day, Jan. 11, 2024. Subject to the offer being declared unconditional on Feb. 9, 2024, Thomson expects to commence the settlement of the consideration in the offer on or around Feb. 16, 2024. The offer is conditioned by acceptance by over 90 per cent of the company's shareholders.

The offer represents a premium of 11.1 per cent compared with the closing price of 36 Swedish kronor for Pagero's shares on Nasdaq First North on Jan. 10, 2024, and 15.6 per cent compared with the volume-weighted average price of Pagero's shares on Nasdaq First North during the 30 latest trading days up to and including Jan. 10, 2024, and 26.8 per cent compared with the volume-weighted average price during the 90 latest trading days up to and including Jan. 10, 2024. The offer exceeds the public cash offer announced by Vertex Inc. on Dec. 13, 2023, by four Swedish kronor per share.

Financing of the offer

The offer is not subject to any financing contingency. The consideration payable in respect of the offer is fully financed through funds currently available to Thomson.

Advisers

Thomson has engaged Morgan Stanley & Co. LLC as financial adviser and Linklaters as legal adviser in connection with the offer.

About Thomson Reuters Corp.

Thomson (New York Stock Exchange/Toronto Stock Exchange: 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.

About Pagero Group AB

Pagero (Nasdaq First North Growth Market: PAGERO) provides a smart business network that connects buyers and sellers for automated, compliant and secure exchange of orders, invoices, payment instructions and other business documents. With an open network and a wide range of value-added apps, Pagero helps businesses streamline their order-to-cash and purchase-to-pay processes while unlocking the full potential of accurate and reliable business data. All of this is regardless of location, industry, size or systems.

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