SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
(RULE 14D-101)
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
NEWSEDGE CORPORATION
(Name of Subject Company)
NEWSEDGE CORPORATION
(Name of Persons Filing Statement)
Common Stock, $0.01 Par Value
(Title of Class of Securities)
652 49 Q106
(CUSIP Number of Class of Securities)
Clifford M. Pollan
President
NewsEdge Corporation
80 Blanchard Road
Burlington, MA 01803
(781) 229-3000
(Name, address and telephone number of person authorized to receive notices and
communications on behalf of the persons filing statement)
With copies to:
Lawrence S. Wittenberg, Esq.
Lawrence A. Gold, Esq.
Testa, Hurwitz & Thibeault, LLP
125 High Street
Boston, MA 02110
(617) 248-7000
[X] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
===============================================================================
The following is a joint press release issued by The Thomson Corporation and
NewsEdge Corporation on August 7, 2001 announcing the proposed tender offer and
merger.
===============================================================================
THE THOMSON CORPORATION
Toronto Dominion Bank Tower, Suite 2706
PO Box 24, Toronto-Dominion Centre
Toronto, Ontario M5K 1A1
Tel (416) 360-8700 Fax (416) 360-8812
www.thomson.com
INVESTOR CONTACTS: Media Contacts:
- ------------------ --------------
John Kechejian David Scott Jason Stewart
Vice President, Investor Relations Vice President, Marketing Director, Corporate Communications
The Thomson Corporation NewsEdge Corp. The Thomson Corporation
(203) 328-9470 (781) 229-3000 (203) 328-8339
john.kechejian@thomson.com david.scott@newsedge.com jason.stewart@thomson.com
Ron Benanto John Shaughnessy
Vice President, CFO Director, Corporate Communications
NewsEdge Corp. Thomson Legal & Regulatory
(781) 229-3000 (651) 687-4749
ron.benanto@newsedge.com john.shaughnessy@westgroup.com
------------------------------
THE THOMSON CORPORATION TO ACQUIRE NEWSEDGE CORP.
TORONTO and BURLINGTON, Mass., August 7, 2001 - The Thomson Corporation
(TSE: TOC), a leading e-information and solutions company in the business and
professional marketplace, and NewsEdge Corp. (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.
2
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.
3
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. THOSE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION
AND SECURITY HOLDERS OF NEWSEDGE ARE ADVISED TO CAREFULLY READ THOSE 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, including industry-specific topics, wireless services,
4
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.
================================================================================
The following is an e-mail announcement of the proposed tender offer and
merger prepared by NewsEdge Corporation and distributed to employees of
NewsEdge Corporation.
================================================================================
MESSAGE FROM CLIFF POLLAN
AUDIENCE: NEWSEDGE EMPLOYEES
It is with a great deal of excitement that I share with you news of the
acquisition of NewsEdge by The Thomson Corporation. The transaction is being
announced this morning, with a joint press release going out on the wire, as
well as directly to key analysts, investors, media and customers. We expect the
closing of the cash tender -which has been approved by management and both
boards of directors - could be finalized in the second half of the year, subject
to the tender of a majority of eligible shares of NewsEdge and customary closing
conditions.
We've all worked hard to get to this point. You've worked hard, during both
difficult and euphoric economic times. Through it all, we've remained focused on
the idea that content and news is valuable to business and that the right
information, in the right hands at the right time is almost priceless. That
dedication and hard work is exactly what attracted Thomson. From the very first
meeting with Thomson management through to last night's signing of the deal,
Thomson has continuously expressed respect and admiration for all we've built
together. Thank you for your commitment and enthusiasm.
5
We will become a part of the Thomson Legal & Regulatory market group and will
operate as a unit of Dialog. Thomson Legal & Regulatory has operations in 26
countries and is a leading provider of e-information solutions to legal, tax,
accounting, intellectual property, compliance and business professionals around
the world. Thomson Legal & Regulatory revenue was $2.6 billion in 2000 and the
group employs 17,000 people. I will continue to lead the current management team
forward as we transition the company into a unified business during the next 12
months.
Burlington-based employees may know that another Thomson division, Thomson
Financial, which includes Thomson Financial/First Call, Primark and other
brands, employs thousands of people in the Boston area. Other Thomson brands,
some of which we deliver through NewsEdge include Westlaw, IAC/Gale, Investext
and Disclosure.
Thomson will be a terrific new parent for NewsEdge. The organization's culture
is complementary to our own. The Thomson management team's vision - to be the
world's foremost global e-information solutions company in the business and
professional marketplace - matches NewsEdge's goals extraordinarily well.
NewsEdge has come a long way. In the beginning we were true pioneers, and in
many ways we still are. We defined the electronic news distribution marketplace.
Together we created a business from our collective vision of making news
valuable for business. Since the beginning, we've released compelling
information products and services, signed up the world's premier news sources,
grown the business and expanded globally. We now serve more than 1,500
organizations, including more than half of the 100 largest organizations in the
world.
Now we take our next step. As we focus on completing the products and
technologies currently under development including the Real-Time Content
Refinery and Sapience, we will be working hard to deliver the value Thomson
expects from NewsEdge. As part of Thomson, NewsEdge will have the financial
resources and support to build new products and services, as well as to
efficiently market, sell and support existing and new customers. We will be part
of a global information company, $6 billion in revenues strong with an operating
profit of $1 billion. Within this global information services family, we believe
NewsEdge will be best positioned to grow, innovate and develop toward an
exciting future.
We have created a transitions section on our intranet, which can be accessed by
linking from info.newsedge.com. When the tender offer commences, we will provide
more information and resources, plus an e-mail form to submit your questions.
Answers will be posted for everyone to see.
Again, thank you for your support and hard work. This will surely be a new and
exciting next chapter in our lives.
THIS COMMUNICATION 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. WE
URGE ALL INVESTORS AND SECURITY-HOLDERS OF NEWSEDGE TO READ THOMSON'S TENDER
OFFER STATEMENT AND NEWSEDGE'S SOLICITATION/RECOMMENDATION STATEMENT WHEN THEY
ARE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS THEY BECOME AVAILABLE.
THEY WILL CONTAIN IMPORTANT INFORMATION AND MAY BE OBTAINED FROM THE SECURITIES
AND EXCHANGE COMMISSION FREE AT WWW.SEC.GOV.
6
===============================================================================
The following is a question and answer document prepared by The Thomson
Corporation and NewsEdge Corporation relating to the proposed tender offer and
merger and placed on the NewsEdge Corporation intranet which is accessible to
employees of NewsEdge Corporation.
===============================================================================
Q&A
AUDIENCE: NEWSEDGE EMPLOYEES
WHY IS THE THOMSON CORPORATION PURCHASING NEWSEDGE?
The acquisition underscores the Thomson commitment to provide the broadest and
most powerful e-information solutions to the legal, regulatory, government,
corporate, financial and other professional markets. NewsEdge is seen as a key
to supporting the Thomson strategy of integrating its information and technology
tools within the daily work processes of its customers. Its products will add a
new dimension to existing Thomson Legal & Regulatory news and current awareness
products, and will complement its core primary and secondary legal and
regulatory products and services.
WHAT IS THE STRATEGIC SIGNIFICANCE OF THIS ACQUISITION? (WHERE DOES NEWSEDGE FIT
IN?)
NewsEdge will help to strengthen the Thomson Legal & Regulatory position as a
leading information solutions provider to legal, tax, accounting, government,
corporate, financial and other professional markets. NewsEdge's strength in the
corporate market will enhance Thomson Legal & Regulatory marketing efforts
within this customer group. We expect that NewsEdge also will help to support
and expand key relationships with customers, functional user groups and
information provider partners.
WILL NEWSEDGE MAINTAIN ITS AUTONOMY?
NewsEdge will operate as a stand-alone business within the Thomson Legal &
Regulatory market group, aligned with The Dialog Corporation. The core senior
management team will remain with the company, and NewsEdge President and CEO
Clifford Pollan will report to Dialog President and CEO Roy Martin.
TELL ME MORE ABOUT THOMSON, THOMSON LEGAL & REGULATORY AND DIALOG.
The Thomson Corporation (www.thomson.com), with 2000 revenues of approximately
U.S.$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. Thomson holds leading
positions in the information sectors of the legal and regulatory, financial
services, scientific, healthcare, education and corporate training markets on a
global basis.
Thomson Legal & Regulatory (www.tlrg.com) provides e-information solutions to
legal, tax, accounting, intellectual property, compliance and business
professionals around the world. With 2000 revenues of US$2.6 billion and 17,000
employees, Thomson Legal & Regulatory has
7
strong market positions in North America, Europe, Asia Pacific and Latin
America. Thomson Legal & Regulatory is the largest market group within The
Thomson Corporation.
Dialog (www.dialog.com) is a 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.
WHAT IS THE CULTURE LIKE AT THOMSON LEGAL & REGULATORY?
There are both individual company cultures and a corporate culture within
Thomson Legal & Regulatory, and they co-exist quite well. Thomson Legal &
Regulatory allows each market-driven organization to retain the unique culture
that has enabled its success while developing an appreciation for Thomson Legal
& Regulatory businesses and people. In the past Thomson Legal & Regulatory has
enjoyed its greatest moments when companies have come together to share best
practices and knowledge and leverage one another's strengths.
Overall, Thomson Legal & Regulatory believes you will find that the culture is
similar to NewsEdge in that both organizations place a high priority on
customers and brand development. Thomson Legal & Regulatory is increasingly
collaborating across the organization to develop and deliver not just individual
products, but tailored solutions that give Thomson Legal & Regulatory a real
competitive advantage.
WHAT IS INVOLVED IN THE TRANSITION PROCESS?
Thomson has extensive experience acquiring and integrating new companies. For
each acquisition, it sets up integration teams that work hard at the business
unit and functional levels to ensure that these companies are rapidly and
successfully integrated into the Thomson systems and organization. Our track
record has been excellent.
You will find that the Thomson Legal & Regulatory market group is experienced
and works very quickly during integrations to avoid a prolonged period of
uncertainty for employees and to get the businesses moving forward together.
WILL NEWSEDGE HEADQUARTERS REMAIN IN BURLINGTON, MASS.?
Yes.
WILL THERE BE A REDUCTION IN WORK FORCE AT THE NEWSEDGE CORPORATION?
It would be premature to speak to this issue before we have a chance to really
learn about the business, and the people supporting it, firsthand. We are
making this acquisition in order to grow our Thomson Legal & Regulatory
business. We will be integrating the businesses to achieve maximum value for our
customers and the right environment for our people. Our objective is to sustain
the quality and depth of both organizations.
8
We appreciate the talent that comes with the acquisition. We will keep you
informed if and when there is a decision that affects you. The best we can all
do to prepare for this major integration is to conduct business as usual, finish
the year strongly and get 2002 off to a good start. The acquisition makes both
companies stronger in many respects and will create more opportunities within
each of our businesses to develop and deliver new products to best serve our
customers.
HOW WILL THIS IMPACT NEWSEDGE EMPLOYEES?
We hope the impact will be positive. The new combined business is expected to
have more support for faster growth and profitability and greater ability to
compete. Individual employees will likely see the rewards of that growth, as
well as enhanced benefits and career development. We will strive to be timely
and honest in our communications. We have not yet explored how many overlapping
efforts could lead to combining individual or department roles with other
Thomson Legal & Regulatory businesses or organizations. However, there are areas
where the potential of growth will mean more resources.
WILL MY BENEFITS AND COMPENSATION CHANGE?
In the near term, your compensation, insurance and 401K will remain the same. In
the coming months, you will receive benefits information from The Thomson
Corporation. Open enrollment is in the fall, and any changes in your benefits
will begin next year.
HOW DOES THIS ACQUISITION AFFECT MY NEWSEDGE STOCK OPTIONS?
The company is being acquired at a per-share price of $2.30. All stock options
will be cancelled upon completion of the transaction. Each employee holding
outstanding options that are exercisable as of the closing of the transaction
will be entitled to receive, in exchange for the cancellation of each option, an
amount of cash equal to the excess of the $2.30 per-share price in the tender
offer over the per-share exercise price of the option, multiplied by the number
of shares of common stock underlying the option.
WHAT CHANGES WILL THERE BE IN MY DAY-TO-DAY WORK?
Upon completion of the transaction, questions about day-to-day operations, as
well as any questions about stationery, forms, expense and purchasing
procedures, etc., will be addressed by your supervisor or Human Resources
manager.
WHAT DO I TELL CUSTOMERS?
Our goal for the combined business is to be the foremost provider of e-
information solutions to the legal, compliance, tax, accounting, government,
corporate, financial and other professional markets worldwide. While it may be
tough to anticipate all of the detailed questions that customers may ask you,
here are some things you can tell customers if they ask:
o Upon completion of the transaction, NewsEdge will enhance the Thomson
position in legal, compliance, tax, accounting, government, corporate,
financial and other professional markets. NewsEdge will be aligned with
Dialog, as part of the Thomson Legal & Regulatory market group. This
acquisition underscores the commitment by Thomson Legal & Regulatory to
provide the broadest and most powerful e-information solutions to the
market segments we serve.
9
o The merger is expected to provide convenient access to more products and
services and new combinations of products and services that better meet our
customers' needs.
o NewsEdge is seen as a key to supporting the Thomson strategy of integrating
its information and technology tools into customers' work processes.
ARE DIALOG AND NEWSEDGE CURRENTLY SERVICING THE SAME CUSTOMERS? DO THE COMPANIES
COMPETE?
Dialog and NewsEdge are actually very complementary. The companies share some
of the same target markets, such as large companies and information-intensive
organizations. But the principal services provided - NewsEdge's news and
current awareness and Dialog's vast collection of essential information - are
different. We expect customers to benefit from the combination. Also important
to note is that NewsEdge delivers services to large numbers of knowledge
workers' desktops, broadening the reach of Dialog's traditional market within
the professional information marketplace.
NewsEdge has many customers in the financial markets and delivers services from
Thomson Financial, such as First Call and Disclosure. What will happen to the
NewsEdge financial customer base and the relationship with Thomson Financial
partners?
The acquisition should not impact NewsEdge's relationship with any customer.
Moving forward, there may be an opportunity to explore synergies or cross-
selling opportunities with NewsEdge and other Thomson companies.
WHAT IF WE GET INQUIRIES FROM THE MEDIA?
Send all media requests directly and immediately to:
David M. Scott
NewsEdge Vice President, Marketing
Phone: 781-229-3302
Fax: 781-229-3030
Email: David.Scott@NewsEdge.com
------------------------
This communication 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. We
urge all investors and security-holders of NewsEdge to read Thomson's tender
offer statement and NewsEdge's solicitation/recommendation statement when they
are filed with the Securities and Exchange Commission as they become available.
They will contain important information and may be obtained from the Securities
and Exchange Commission free at www.sec.gov.
10
===============================================================================
The following is the text of a document prepared by The Thomson Corporation and
NewsEdge Corporation relating to the proposed tender offer and merger and
distributed via e-mail by the NewsEdge Corporation to its customers.
===============================================================================
CUSTOMER E-MAIL
AUDIENCE: NEWSEDGE CUSTOMERS
August 7, 2001
Dear NewsEdge Customers and Partners:
Today marks an important and exciting day for NewsEdge and its customers and
partners. Today, NewsEdge and The Thomson Corporation are announcing a
definitive agreement under which Thomson will acquire NewsEdge by way of a cash
tender offer to be made by a newly formed subsidiary of Thomson.
We think this is great news for our company and our customers. NewsEdge will be
part of one of the world's premier e-information solutions companies - one that
has a tremendous reputation for technology innovation and product excellence. On
the strength of brands such as Dialog, Westlaw, SAEGIS, First Call/Thomson
Financial and Primark, Thomson is the benchmark against which all other
information companies are often measured.
NewsEdge will continue as a stand-alone business, aligned with Dialog, a
worldwide leader in providing online-based information services to organizations
seeking a competitive advantage. For NewsEdge, this means the considerable
resources and reach of Thomson are now part of our essential DNA. For our
customers, Thomson resources - specifically technology expertise, world-class
content and editorial authority - are expected to be the catalyst for new
features, functionality and usability for NewsEdge products that we believe will
deliver even more power and value for you and your business.
In the near term, we expect your relationship with NewsEdge will continue
unchanged. Moving forward as part of Thomson, our focus will be on developing
new products, refining current products and defining the next standard in
content solutions, real-time news and information, and electronic publishing
technologies.
We currently anticipate that this transaction will close in the second half of
2001, subject to the tender of a majority of eligible shares of NewsEdge and
other customary closing conditions. We look forward to sharing more information
on our progress soon. In the meantime, we encourage you to contact your NewsEdge
sales representative with any questions you may have.
Respectfully,
Clifford Pollan Roy M. Martin, Jr.
President and CEO President and CEO
NewsEdge Corporation The Dialog Corporation
11
This communication 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. We
urge all investors and security-holders of NewsEdge to read Thomson's tender
offer statement and NewsEdge's solicitation/recommendation statement when they
are filed with the Securities and Exchange Commission as they become available.
They will contain important information and may be obtained from the Securities
and Exchange Commission free at www.sec.gov.
===============================================================================
The following is a document prepared by The Thomson Corporation and NewsEdge
Corporation relating to the proposed tender offer and merger and distributed by
The Thomson Corporation to its customers and placed on NewsEdge Corporation's
internet site at www.newsedge.com.
===============================================================================
Q&A
AUDIENCE: NEWSEDGE, DIALOG AND OTHER AFFECTED THOMSON CUSTOMERS AND PARTNERS
WHAT HAPPENED?
The Thomson Corporation, a leading global e-information solutions company in the
business and professional marketplace, and NewsEdge Corporation have signed a
definitive agreement under which a newly formed subsidiary of Thomson will make
a tender offer for all the shares of common stock of NewsEdge for US$2.30 per
share or approximately US$43 million, which includes cash in the business. Upon
completion of the acquisition, NewsEdge will operate as an independent business
within the Thomson Legal & Regulatory market group, aligned with Dialog. The
core NewsEdge senior management team will remain with the company, and President
and CEO Clifford Pollan will report to Dialog President and CEO Roy Martin.
NewsEdge's headquarters will remain in Burlington, Mass.
WHY DOES THOMSON WANT TO ACQUIRE NEWSEDGE?
The proposed acquisition underscores the Thomson commitment to provide the
broadest and most powerful e-information solutions to the legal, regulatory,
government, corporate, financial and other professional markets. NewsEdge
products will add a new dimension to existing Thomson Legal & Regulatory news
and current awareness products, and complement its core primary and secondary
legal and regulatory products and services.
12
WHAT CAN I EXPECT AS A RESULT OF THE ACQUISITION?
NewsEdge and its customers will have access to even more powerful information
resources and new combinations of products and services to meet their needs.
WHEN WILL THE TRANSACTION CLOSE?
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 eligible
shares of NewsEdge 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.
WILL NEWSEDGE BE SHUT DOWN, OR ABSORBED BY OTHER THOMSON COMPANIES?
NewsEdge will operate as a stand-alone business within the Thomson Legal &
Regulatory market group, aligned with Dialog. The core senior management team
will remain with the company, and NewsEdge President and CEO Clifford Pollan
will report to Dialog President and CEO Roy Martin.
HOW WILL MY SERVICE BE AFFECTED BY THE ACQUISITION?
Thomson and NewsEdge are working hard to ensure that the transition of NewsEdge
to Thomson Legal & Regulatory will be seamless and that the high quality of
products, services and customer service customers receive from NewsEdge will not
be affected.
I ALSO SUBSCRIBE TO DIALOG OR OTHER THOMSON COMPANIES' SERVICES. HOW DOES THE
ACQUISITION IMPACT THOSE RELATIONSHIPS?
There should be no immediate impact. Customers can continue their relationship
with their Dialog or other Thomson company sales representative or account
manager. After the acquisition, sales operations will continue to operate
separately. However, as the integration strategy is developed and implemented
during the next six months and strengths and synergies are determined, we
anticipate joint offerings or cross-selling of NewsEdge, Dialog and other
Thomson company product lines by both sales organizations.
WHAT IF A COMPANY IS A CUSTOMER OF DIALOG OR ANOTHER THOMSON COMPANY AND
NEWSEDGE ALREADY?
NewsEdge, Dialog and other Thomson companies share some customers; however,
NewsEdge's focus is on the end-user rather than on the information professional.
In the instances when a customer is a client of both organizations, business and
operations will continue separately, under current agreements, for the immediate
future.
Thomson Legal & Regulatory and NewsEdge management teams will be meeting during
the next six months to determine the procedures for moving forward. We expect to
provide customers with any new information at that time.
ARE DIALOG AND NEWSEDGE CURRENTLY SERVICING THE SAME CUSTOMERS? DO THE COMPANIES
COMPETE?
Dialog and NewsEdge are actually complementary. The companies share some of the
same target markets, such as large companies and information-intensive
organizations. But the
13
principal services provided - NewsEdge's news and current awareness and the vast
Dialog collection of essential information - are different. We expect customers
to benefit from the combination. Also important to note is that NewsEdge
delivers services to large numbers of knowledge workers' desktops, broadening
the reach of Dialog's traditional market within the professional information
marketplace.
NEWSEDGE HAS MANY CUSTOMERS IN THE FINANCIAL MARKETS AND DELIVERS SERVICES FROM
THOMSON FINANCIAL, SUCH AS FIRST CALL AND DISCLOSURE. WHAT WILL HAPPEN TO THE
NEWSEDGE FINANCIAL CUSTOMER BASE AND THE RELATIONSHIP WITH THOMSON FINANCIAL
PARTNERS?
The acquisition should not impact NewsEdge's relationship with customers. Moving
forward, there may be an opportunity to explore synergies or cross-selling
opportunities with NewsEdge and other Thomson companies.
WHOM SHOULD I CONTACT WITH QUESTIONS REGARDING THE ACQUISITION AND MY ACCOUNT?
Customers should feel free to contact their NewsEdge account representative with
questions. For more information on Thomson, the Thomson Legal & Regulatory
market group or Dialog, visit www.thomson.com, www.tlrg.com, or www.dialog.com.
FOR DIALOG CUSTOMERS:
WHO IS NEWSEDGE?
With 2000 revenues of US$70.9 million, NewsEdge is a global provider of content
solutions and electronic publishing technologies for business. It provides real-
time news and information products and services to approximately 1,500
corporations and professional services firms worldwide.
NewsEdge combines patented technology, world-class content and specialized
editorial processes to deliver tailored information and decision-support
solutions to knowledge workers through three major lines of business -
information and decision-support services, content solutions and electronic
publishing technologies.
WHY IS THOMSON PURCHASING NEWSEDGE?
The acquisition underscores the Thomson commitment to provide the broadest and
most powerful e-information solutions to the legal, regulatory, government,
corporate, financial and other professional markets. NewsEdge products will add
a new dimension to existing Thomson Legal & Regulatory news and current
awareness products, and complement its core primary and secondary legal and
regulatory products and services.
WHAT DOES THIS ACQUISITION MEAN TO DIALOG?
NewsEdge will operate as a stand-alone business within the Thomson Legal &
Regulatory market group, aligned with Dialog. The core senior management team
will remain with the company, and NewsEdge President and CEO Clifford Pollan
will report to Dialog President and CEO Roy Martin.
14
THIS COMMUNICATION 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. WE
URGE ALL INVESTORS AND SECURITY-HOLDERS OF NEWSEDGE TO READ THOMSON'S TENDER
OFFER STATEMENT AND NEWSEDGE'S SOLICITATION/RECOMMENDATION STATEMENT WHEN THEY
ARE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS THEY BECOME AVAILABLE.
THEY WILL CONTAIN IMPORTANT INFORMATION AND MAY BE OBTAINED FROM THE SECURITIES
AND EXCHANGE COMMISSION FREE AT WWW.SEC.GOV.
15
==============================================================================
The following is a document prepared by NewsEdge Corporation relating to
the proposed tender offer and merger.
==============================================================================
NEWSEDGE
MANAGEMENT TALKING POINTS
VISION
The proposed acquisition of NewsEdge Corporation underscores The Thomson
Corporation commitment to provide the broadest and most powerful e-information
solutions to legal, regulatory, government, corporate, financial and other
professional markets, and enhances the Thomson position in the business news and
corporate market segments.
PRODUCT, MARKET STRATEGY
NewsEdge is seen as a key to supporting the Thomson strategy of integrating its
information and technology tools within the daily work processes of its
customers. NewsEdge's unique strength in developing enterprise content and
decision-support solutions helps its customers more easily navigate and unlock
the optimal value of all of their information assets. NewsEdge products also
complement core Thomson Legal & Regulatory primary and secondary legal and
regulatory products and services.
OPERATIONS
Thomson Legal & Regulatory and NewsEdge will realize important synergies in
technology and product development; NewsEdge's strength in the corporate market
also will enhance Thomson Legal & Regulatory marketing efforts with this
important customer group.
ORGANIZATIONAL STRUCTURE
NewsEdge will operate as a stand-alone business within the Thomson Legal &
Regulatory market group, aligned with The Dialog Corporation. The core senior
management team will remain with NewsEdge, and NewsEdge President and CEO
Clifford Pollan will report to Roy Martin, president and CEO of Dialog.
This communication 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. We
urge all investors and security-holders of NewsEdge to read Thomson's tender
offer statement and NewsEdge's solicitation/recommendation statement when they
are filed with the Securities and Exchange Commission as they become available.
They will contain important information and may be obtained from the Securities
and Exchange Commission free at www.sec.gov.
16
==============================================================================
The following is a document prepared by The Thomson Corporation and NewsEdge
Corporation relating to the proposed tender offer and merger.
==============================================================================
SALES, CUSTOMER SERVICE TALKING POINTS
AUDIENCE: ALL CUSTOMERS
VISION
The proposed acquisition of NewsEdge Corporation underscores The Thomson
Corporation commitment to provide the broadest and most powerful e-information
solutions to legal, regulatory, government, corporate, financial and other
professional markets, and enhances the Thomson position in the business news and
corporate market segments.
PRODUCT, MARKET STRATEGY
NewsEdge is seen as a key to supporting the Thomson strategy of integrating its
information and technology tools within the daily work processes of its
customers.
NewsEdge's unique strength in developing enterprise content and decision-support
solutions helps its customers more easily navigate and unlock the optimal value
of all of their information assets. NewsEdge products also complement core
Thomson Legal & Regulatory primary and secondary legal and regulatory products
and services.
Dialog and NewsEdge are viewed as complementary businesses. The companies share
some of the same target markets, such as large companies and information-
intensive organizations. But the principal services provided - NewsEdge's news
and current awareness and the vast Dialog collection of essential information -
are different.
Dialog and NewsEdge sales, marketing, customer service and billing functions
will operate independently. The acquisition should not impact NewsEdge's
relationship with customers.
OPERATIONS
Thomson Legal & Regulatory and NewsEdge are expected to realize important
synergies in technology and product development; NewsEdge's strength in the
corporate market also will enhance Thomson Legal & Regulatory marketing efforts
with this important customer group.
As part of the Thomson Legal & Regulatory market group, NewsEdge will have
access to broader resources to support its growth, product-development and
marketing efforts.
ORGANIZATIONAL STRUCTURE
NewsEdge will operate as a stand-alone business within the Thomson Legal &
Regulatory market group, aligned with Dialog. The core senior management team
will remain with
17
NewsEdge, and NewsEdge President and CEO Clifford Pollan will
report to Roy Martin, president and CEO of Dialog.
This communication 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. We
urge all investors and security-holders of NewsEdge to read Thomson's tender
offer statement and NewsEdge's solicitation/recommendation statement when they
are filed with the Securities and Exchange Commission as they become available.
They will contain important information and may be obtained from the Securities
and Exchange Commission free at www.sec.gov.
18