Exhibit 99(a)(ix)
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell Shares (as defined below). The Offer (as defined below) is being made
only by the Offer to Purchase dated December 29, 2000 and the related Letter of
Transmittal and any amendments or supplements thereto, and is being made to all
holders of Shares. The Offeror (as defined below) is not aware of any
jurisdiction where the making of the Offer is prohibited by any applicable law.
If the Offeror becomes aware of any jurisdiction where the making of the Offer
or the acceptance of Shares pursuant thereto is prohibited by any applicable
law, the Offeror will make a good faith effort to comply with such law. If,
after such good faith effort, the Offeror cannot comply with such law, the Offer
will not be made to (nor will tenders be accepted from or on behalf of) the
holders of Shares in such jurisdiction. In any jurisdiction where the
securities, blue sky or other laws require the Offer to be made by a licensed
broker or dealer, the Offer will be deemed to be made on behalf of the Offeror
by Merrill Lynch & Co., as the Dealer Manager (as defined below), or by one or
more registered brokers or dealers that are licensed under the laws of such
jurisdiction.
NOTICE OF OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
LOISLAW.COM, INC.
AT
$4.3545 NET PER SHARE
BY
LL ACQUISITION CORP.,
AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF
WOLTERS KLUWER U.S. CORPORATION
LL Acquisition Corp., a Delaware corporation (the "Offeror") and an
indirect wholly-owned subsidiary of Wolters Kluwer U.S. Corporation, a Delaware
corporation (the "Parent"), is offering to purchase shares of Common Stock, par
value $.001 per share (the "Shares"), of Loislaw.com, Inc., a Delaware
corporation (the "Company"), at a purchase price of $4.3545 per Share, net to
the seller in cash, without interest thereon (the "Offer Price"), upon the terms
and subject to the conditions set forth in the Offer to Purchase dated December
29, 2000 (the "Offer to Purchase") and in the related Letter of Transmittal
(which, together with any amendments or supplements thereto, collectively
constitute the "Offer").
Tendering stockholders who have Shares registered in their name and who
tender directly will not be charged brokerage fees or commissions or, subject to
Instruction 7 of the Letter of Transmittal, transfer taxes on the purchase of
Shares pursuant to the Offer. Following the Offer, the Offeror intends to effect
the Merger described below.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON MONDAY, JANUARY 29, 2001, UNLESS THE OFFER IS EXTENDED.
The Offer is not conditioned upon the Parent or the Offeror obtaining
financing.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (I) THERE BEING VALIDLY
TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION DATE (AS DEFINED BELOW) THAT
NUMBER OF SHARES WHICH WOULD REPRESENT AT LEAST TWO-THIRDS OF THE SHARES
OUTSTANDING ON A FULLY DILUTED BASIS (THE "MINIMUM CONDITION"), (II) THE OFFEROR
OBTAINING CERTAIN GOVERNMENT APPROVALS, AND (III) THE SATISFACTION OF CERTAIN
OTHER TERMS AND CONDITIONS. SEE THE INTRODUCTION, SECTION 1 - "TERMS OF THE
OFFER; EXPIRATION DATE; EXTENSION OF TENDER PERIOD; TERMINATION; AMENDMENT" AND
SECTION 14 - "CERTAIN CONDITIONS TO OUR OBLIGATIONS" OF THE OFFER TO PURCHASE.
The Offer is being made pursuant to the Agreement and Plan of Merger,
dated as of December 19, 2000 (the "Merger Agreement"), by and among the Parent,
the Offeror and the Company. Pursuant to the Merger Agreement, and on the terms
and subject to the conditions set forth therein, the Offeror will be merged with
and into the Company (the "Merger"), with the Company to be the surviving
corporation in the Merger, and each outstanding Share (other than Shares owned
by the Company as treasury stock, and any Shares owned by the Parent, the
Offeror or any other wholly-owned subsidiary of the Parent, which shall be
cancelled, and Shares held by the stockholders who properly exercise appraisal
rights under Delaware law, if any) will be converted into the right to receive
$4.3545 in cash, without interest thereon, and the Company will become an
indirect wholly-owned subsidiary of the Parent.
THE BOARD OF DIRECTORS OF THE COMPANY HAS (I) UNANIMOUSLY APPROVED THE
MERGER AGREEMENT, THE OFFER AND THE MERGER, (II) UNANIMOUSLY DETERMINED THAT THE
OFFER AND THE MERGER ARE FAIR TO, AND IN THE BEST INTERESTS OF, THE COMPANY'S
STOCKHOLDERS, AND (III) UNANIMOUSLY RECOMMENDED THAT THE COMPANY'S STOCKHOLDERS
ACCEPT THE OFFER AND TENDER THEIR SHARES PURSUANT TO THE OFFER.
The Parent, the Offeror and certain stockholders of the Company
(collectively, the "Stockholders") beneficially owning an aggregate of
14,279,590 outstanding Shares, representing approximately 63.28% of the
outstanding Shares on a fully diluted basis, have entered into the Stock Option
and Tender Agreement dated as of December 19, 2000 (the "Option Agreement"),
pursuant to which each Stockholder has agreed, among other things, (i) to tender
in the Offer all of such Stockholder's Shares now owned or which may hereafter
be acquired by such Stockholder, (ii) to grant to the Parent or the Offeror, as
the Parent shall designate, the option to purchase such Stockholder's Shares in
certain circumstances, (iii) to appoint the Parent as such Stockholder's proxy
under certain circumstances to vote such Stockholder's Shares in connection with
the Merger Agreement, (iv) with respect to certain questions put to Stockholders
of the Company for a vote, to vote such Stockholder's Shares, in each case, in
accordance with the terms and conditions of the Option Agreement, and (v) to
restrict transfers or exercises of Company Options (as defined in the Option
Agreement), if any, held by such Stockholder except as provided in the Option
Agreement.
Subject to the applicable rules and regulations of the Securities and
Exchange Commission and the terms of the Merger Agreement, the Offeror expressly
reserves the right, in its sole discretion, at any time and from time to time,
and regardless of whether any of the events set forth in Section 14 - "Certain
Conditions to Our Obligations" of the Offer to Purchase shall have occurred or
shall have been determined by the Offeror to have occurred, (i) to extend the
period of time during which the Offer is open and thereby delay acceptance for
payment of, and the payment for, any Shares, by giving oral or written notice of
such extension to the Depositary (as defined below) and (ii) to amend the Offer
in any respect by giving oral or written notice of such amendment to the
Depositary. Any such extension or amendment will be followed as promptly as
practicable by a public announcement thereof, such announcement, in the case of
an extension, to be issued not later than 9:00 a.m., New York City time, on the
next business day after the previously scheduled Expiration Date (as defined
below).
The term "Expiration Date" means 12:00 Midnight, New York City time, on
Monday, January 29, 2001 unless and until the Offeror shall have extended the
period of time for which the Offer is open, in which event the term "Expiration
Date" shall mean the latest time and date at which the Offer, as so extended,
shall expire. During any such extension, all Shares previously tendered and not
withdrawn will remain subject to the Offer, subject to the right of a tendering
stockholder to withdraw such stockholder's Shares.
If the Offeror extends the time during which the Offer is open, or if the
Offeror is delayed in its acceptance for payment of or payment for Shares
pursuant to the Offer for any reason, then, without prejudice to the Offeror's
rights under the Offer, the Depositary may retain tendered Shares on the
Offeror's behalf and those Shares may not be withdrawn except to the extent
tendering stockholders are entitled to withdrawal rights as described in Section
4 - "Withdrawal Rights" of the Offer to Purchase. However, the Offeror's ability
to delay the payment for Shares that it has accepted for payment is limited by
Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), which requires that a bidder pay the consideration offered or
return the securities deposited by or on behalf of stockholders promptly after
the termination or withdrawal of such bidder's offer.
For purposes of the Offer, the Offeror will be deemed to have accepted for
payment, and thereby purchased, Shares validly tendered and not properly
withdrawn, if and when the Offeror gives oral or written notice to Morgan
Guaranty Trust Company of New York (the "Depositary") of the Offeror's
acceptance for payment of such Shares pursuant to the Offer. Upon the terms and
subject to the conditions of the Offer, payment for Shares accepted for payment
pursuant to the Offer will be made by deposit of the Offer Price with the
Depositary, which will act as agent for tendering stockholders for the purpose
of receiving payments from the Offeror and transmitting such payments to
tendering stockholders whose Shares have been accepted for payment. Under no
circumstances will interest on the Offer Price for Shares be paid by the
Offeror, regardless of any delay in making such payment. In all cases, payment
for Shares accepted for payment pursuant to the Offer will be made only after
the timely receipt by the Depositary of (i) the certificates evidencing such
Shares (the "Share Certificates") or confirmation of a book-entry transfer of
such Shares into the Depositary's account at The Depository Trust Company (the
"Book-Entry Transfer Facility") pursuant to the procedures set forth in the
Offer to Purchase, (ii) the Letter of Transmittal (or manually signed facsimile
thereof), properly completed and duly executed, with any required signature
guarantees or, in the case of a book-entry transfer, an Agent's Message (as
defined in the Offer to Purchase) in lieu of the Letter of Transmittal, and
(iii) any other documents required by the Letter of Transmittal. Accordingly,
payment may be made to tendering stockholders at different times if delivery of
the Shares and other required documents occurs at different times.
Tenders of Shares made pursuant to the Offer may be withdrawn at any time
prior to the Expiration Date. Thereafter, such tenders are irrevocable, except
that they may be withdrawn at any time after February 26, 2001, unless
theretofore accepted for payment as provided in the Offer to Purchase. For a
withdrawal to be effective, a written or facsimile transmission notice of
withdrawal must be timely received by the Depositary at one of its addresses set
forth on the back cover page of the Offer to Purchase. Any such notice of
withdrawal must specify the name and address of the person who tendered the
Shares to be withdrawn, the number of Shares to be withdrawn and the name of the
registered holder of such Shares, if different from that of the person who
tendered the Shares. If Share Certificates evidencing Shares to be withdrawn
have been delivered or otherwise identified to the Depositary, then, prior to
the physical release of such Share Certificates, the serial numbers shown on
such Share Certificates must be submitted to the Depositary and the signature(s)
on the notice of withdrawal must be guaranteed by an Eligible Institution (as
defined in the Offer to Purchase), unless such Shares have been tendered for the
account of an Eligible Institution. If Shares have been tendered pursuant to the
procedures for book-entry transfer as set forth in the Offer to Purchase, any
notice of withdrawal must also specify the name and number of the account at the
Book-Entry Transfer Facility to be credited with the withdrawn Shares and must
otherwise comply with the Book-Entry Transfer Facility's procedures. Any Shares
properly withdrawn will be deemed not to be validly tendered for purposes of the
Offer. Withdrawn Shares may, however, be retendered by repeating one of the
procedures in Section 3 - "Procedure for Tendering Shares" of the Offer to
Purchase at any time before the Expiration Date. All questions as to the form
and validity (including time of receipt) of any notice of withdrawal will be
determined by the Offeror, in its sole discretion, whose determination will be
final and binding. None of the Offeror, the Parent, the Dealer Manager, the
Depositary, the Information Agent (as defined below) or any other person will be
under any duty to give notification of any defects or irregularities in any
notice of withdrawal or incur any liability for failure to give such
notification.
The receipt by a stockholder of the Company of cash for Shares pursuant to
the Offer will likely give rise to taxation for United States federal income tax
purposes and may also give rise to taxation under applicable state, local or
foreign tax laws. All stockholders are urged to consult with their own tax
advisors as to the particular tax consequences to them of the Offer.
The information required to be disclosed by paragraph (d)(1) of Rule 14d-6
of the General Rules and Regulations under the Exchange Act is contained in the
Offer to Purchase and is incorporated herein by reference.
The Company has provided to the Offeror its list of stockholders and
security position listings for the purpose of disseminating the Offer to holders
of Shares. The Offer to Purchase and the related Letter of Transmittal and other
related materials will be mailed to record holders of Shares whose names appear
on the Company's stockholder list and will be furnished to brokers, dealers,
commercial banks, trust companies and similar persons whose names, or the names
of whose nominees, appear on the stockholder list or, if applicable, who are
listed as participants in a clearing agency's security position listing for
subsequent transmittal to beneficial owners of Shares.
THE OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN
IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE
WITH RESPECT TO THE OFFER.
Questions or requests for assistance may be directed to the Information
Agent or the Dealer Manager at their respective addresses and telephone numbers
set forth below. Additional copies of the Offer to Purchase and the related
Letter of Transmittal and other related
materials may be obtained from the Information Agent. No fees or commissions
will be paid to any broker or dealer or any other person (other than to the
Dealer Manager, the Depositary and the Information Agent) in connection with the
solicitation of tenders of Shares pursuant to the Offer.
The Information Agent for the Offer is:
[LOGO]
17 State Street, 10th Floor
New York, New York 10004
BANKS AND BROKERS CALL COLLECT: (212) 440-9800
ALL OTHERS CALL TOLL FREE: (800) 223-2064
The Dealer Manager for the Offer is:
MERRILL LYNCH & CO.
Four World Financial Center
New York, New York 10080
Call Collect: (212) 236-3790
December 29, 2000