Tender Offer
August 21 2001 - 8:51AM
UK Regulatory
RNS Number:8157I
Thomson Corporation
21 August 2001
( BW)(THOMSON-CORPORATION/NEWSEDGE)(TOC.TO)(NEWZ) The Thomson
Corporation Announces Commencement of Cash Tender Offer for NewsEdge
Corporation
Business Editors
TORONTO--(BUSINESS WIRE)--Aug. 21, 2001--The Thomson Corporation
(TSE:TOC) announced today that its indirect wholly owned subsidiary,
InfoBlade Acquisition Corporation (InfoBlade), has commenced a cash
tender offer for all of the issued and outstanding shares of NewsEdge
Corporation (Nasdaq:NEWZ) common stock.
The cash tender offer is being made in connection with the
proposed merger of InfoBlade and NewsEdge pursuant to an Agreement and
Plan of Merger dated as of August 6, 2001 among Thomson, InfoBlade and
NewsEdge. In accordance with the Merger Agreement, InfoBlade today has
commenced a cash tender offer for all of the issued and outstanding
shares of NewsEdge common stock at a price of US$2.30 per share. If
the proposed merger is consummated, NewsEdge will become an indirect
wholly owned subsidiary of Thomson. The NewsEdge board of directors
has unanimously voted to recommend that NewsEdge stockholders accept
the cash tender offer.
The cash tender offer is subject to the tender of at least a
majority of NewsEdge shares and other customary conditions. The cash
tender offer and withdrawal rights will expire at 12:00 Midnight
(E.D.T.), on September 18, 2001, unless extended.
InfoBlade and Thomson are mailing today to registered holders of
NewsEdge shares an Offer to Purchase regarding the cash tender offer,
the NewsEdge Solicitation/ Recommendation Statement on Schedule 14D-9,
and a Letter of Transmittal to be used to tender NewsEdge shares in
the cash tender offer. Beneficial owners of NewsEdge holding shares in
"street name" through their brokers may receive the Offer to Purchase
and Letter of Transmittal through the Information Agent, Innisfree M&A
Incorporated, by calling toll free 888/750-5834. The Depositary for
the cash tender offer is Computershare Trust Company of New York.
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. Thomson has filed with the
Securities and Exchange Commission a Tender Offer Statement on
Schedule TO and NewsEdge has filed a Solicitation/Recommendation
Statement on Schedule 14D-9. These documents contain important
information and security holders of NewsEdge are advised to carefully
read these documents before making any decision with respect to the
cash tender offer. These documents may be obtained free at the
Securities and Exchange Commission's website at www.sec.gov. Persons
with questions regarding the offer should contact the Information
Agent at 888/750-5834.
About The Thomson Corporation
The Thomson Corporation, with 2000 revenues of approximately
US$6 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.
--30--BP/ny*
CONTACT: The Thomson Corporation, Toronto
Media Contact
Jason Stewart, 203/328-8339
jason.stewart@thomson.com
or
NewsEdge Corp.
David Scott, 781/229-3000
david.scott@newsedge.com
or
Investor Contact
The Thomson Corporation
John Kechejian, 203/328-9470
john.kechejian@thomson.com
or
NewsEdge Corp.
Ron Benanto, 781/229-3000
ron.benanto@newsedge.com
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