Acquisition
August 07 2001 - 8:47AM
UK Regulatory
RNS Number:1481I
Thomson Corporation
7 August 2001
( BW)(THOMSON)(TOC.TO) The Thomson Corporation to Acquire
NewsEdge Corporation
TORONTO & BURLINGTON, Mass.--(BUSINESS WIRE)--Aug. 7, 2001--The
Thomson Corporation (TSE: TOC), a leading e-information and solutions
company in the business and professional marketplace, and NewsEdge
Corporation (NASDAQ: NEWZ), today announced that they have signed a
definitive agreement under which Thomson will acquire NewsEdge.
Under the terms of the agreement, a newly formed Thomson
subsidiary will make a cash tender offer for all of the shares of
NewsEdge common stock, at a price of US$2.30 per share, or
approximately US$43 million, which includes cash in the business.
"The acquisition of NewsEdge builds on the commitment of The
Thomson Corporation to provide broad and powerful information and
tools to the business and professional market," said Brian H. Hall,
president and chief executive officer of Thomson Legal & Regulatory.
"Like Westlaw(R), Dialog(R) and other Thomson products, NewsEdge
offers timeliness, breadth of coverage and editorial excellence. It
also provides an important complement to our news and current
awareness services, and enhances our position in the business news and
corporate market segments," he added.
NewsEdge is a US$71 million provider of real-time news and
information products and services to approximately 1,500 corporations
and professional service firms worldwide. NewsEdge combines
proprietary technology, content and specialized editorial processes to
deliver tailored information and decision-support solutions to
knowledge workers through its information products and content
solutions. Thomson plans to align NewsEdge with The Dialog
Corporation, a leading provider of online information services for
business, science, engineering, finance and law professionals, as part
of the Thomson Legal & Regulatory market group. NewsEdge will continue
to be run by its current management team, headed by President and
Chief Executive Officer Clifford M. Pollan, a long-time information
services executive.
Roy Martin, president and chief executive officer of Dialog, said
NewsEdge is seen as a key to supporting the Thomson strategy of
integrating its information and technology tools within the
infrastructure of its customers. "In today's business environment,
critical decisions are only as good as the information they are based
on," said Martin. "NewsEdge's unique strength in developing enterprise
content and decision-support solutions helps its customers more easily
navigate and unlock the unrealized value of all of their information
assets, shaping the strategies and decisions that drive the success of
the organization."
NewsEdge President and Chief Executive Officer Pollan said,
"Today's announcement signals a new future for NewsEdge, giving us new
resources and an even stronger presence in the corporate enterprise
market. By leveraging the strength, technology and reputation of The
Thomson Corporation across our lines of business, we can deliver even
greater value to our customers, our partners and our employees."
The closing of the offer, which is expected to be completed during
the second half of the year, is conditioned upon the tender of a
majority of NewsEdge's shares and customary closing conditions. All of
NewsEdge's directors and certain of the executive officers, as well as
a significant shareholder of NewsEdge, have pledged to tender their
shares in the offer and/or vote in favor of the Thomson acquisition.
NewsEdge was advised by Broadview Associates LLC, which rendered a
fairness opinion to its board.
The offer will be followed by a back-end merger of the Thomson
subsidiary with and into NewsEdge on the same terms as those in the
offer and will be subject to customary closing conditions. The offer
is expected to commence as soon as practicable following filing of
required documents with the Securities and Exchange Commission.
This news release is for informational purposes only. It does not
constitute an offer to purchase shares of NewsEdge or a
solicitation/recommendation statement under the rules and regulations
of the Securities and Exchange Commission. At the time Thomson
commences the offer, Thomson will file with the Securities and
Exchange Commission a tender offer statement on Schedule TO and
NewsEdge will file a solicitation/recommendation statement on Schedule
14D-9. These documents will contain important information and security
holders of NewsEdge are advised to carefully read these documents
(when they become available) before making any decision with respect
to the tender offer. These documents will be provided to NewsEdge
security holders at no expense to them and, when filed with the
Securities and Exchange Commission, may be obtained free at
www.sec.gov.
About The Thomson Corporation
The Thomson Corporation (TSE: TOC), with 2000 revenues of
approximately $6.0 billion, is a leading global e-information and
solutions company in the business and professional marketplace. The
Corporation's common shares are listed on the Toronto and London stock
exchanges. For more information, visit The Thomson Corporation at
www.thomson.com.
About Dialog
Dialog (www.dialog.com) is the worldwide leader in providing
online-based information services to organizations seeking competitive
advantages in such fields as business, science, engineering, finance
and law. Its products and services, such as Dialog(R), Profound(R) and
DataStar(TM), offer organizations the ability to precisely retrieve
data from more than 6 billion pages of key information, accessible via
the Internet or through delivery to enterprise intranets. For almost
three decades, Dialog's brands have been known for their breadth and
depth of content, precision searching and speed. Headquartered in
Cary, N.C., U.S.A., with offices around the world, Dialog products are
used by more than 100,000 professional researchers in more than 100
countries.
About NewsEdge
NewsEdge Corporation (NASDAQ: NEWZ) is a global provider of
content solutions for business. Its customers include both content
creators and the operators of the world's most active Web sites.
NewsEdge offers technology and services for its customers to create,
manage and deploy content for millions of end-users through enterprise
sites, portals, publisher Web sites and distribution channels.
NewsEdge services make organizations smarter, attract specialized
audiences, foster high-frequency usage, promote Web site "stickiness"
and ultimately cultivate commerce. NewsEdge serves thousands of sites
and companies with highly targeted content solutions from the NewsEdge
Refinery(TM), including industry-specific topics, wireless services,
turn-key permission marketing and publishing tools, outsourced
editorial capabilities and sub-second live news feeds and
applications. The NewsEdge Refinery combines a patented combination of
sophisticated technology and human editorial review to deliver highly
targeted news on more than 2,000 business topics from more than 2,000
sources. NewsEdge is headquartered in Burlington, Mass., with offices
and distributors throughout North America, South America, Europe,
Japan and the Middle East. For more information about NewsEdge
Corporation, visit www.NewsEdge.com.
Certain statements made herein are forward-looking statements
under the Private Securities Litigation Reform Act of 1995. They
include statements regarding expected benefits of the NewsEdge
acquisition. These statements are based on management's current
expectations and estimates; actual results may differ materially due
to certain risks and uncertainties. For example, Thomson's ability to
achieve expected results may be affected by competitive price
pressures, inability to successfully integrate NewsEdge's operations,
failure of the transaction to close due to the inability to obtain
regulatory or other approvals, failure of NewsEdge shareholders to
tender shares or to approve the merger, if that approval is necessary,
inability of the combined company to retain key executives and other
personnel, conditions of the economy, industry growth and internal
factors, such as the ability to control expenses. For a discussion of
additional factors affecting Thomson, see the Thomson Annual Report on
Form 40-F for the fiscal year ended December 31, 2000 as filed with
the Securities and Exchange Commission.
CONTACT: The Thomson Corporation
Investor Contacts:
John Kechejian, 203/328-9470
john.kechejian@thomson.com
or
NewsEdge Corp.
Investor Contacts:
Ron Benanto, 781/229-3000
ron.benanto@newsedge.com
or
Media Contacts:
NewsEdge Corp.
David Scott, 781/229-3000
david.scott@newsedge.com
or
Thomson Legal & Regulatory
John Shaughnessy, 651/687-4749
john.shaughnessy@westgroup.com
or
The Thomson Corporation
Jason Stewart 203/328-8339
jason.stewart@thomson.com
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