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EXHIBIT 99.4
Q&A
AUDIENCE: THOMSON LEGAL & REGULATORY EMPLOYEES
WHAT IS NEWSEDGE?
With 2000 revenues of $70.9 million, NewsEdge is a global provider of content
solutions and electronic publishing technologies for business, financial,
government and other corporate customers. It provides real-time news and
information products and services to approximately 1,500 corporations and
professional services firms worldwide.
WHAT KINDS OF PRODUCTS AND SERVICES DOES IT PROVIDE?
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.
To learn more about NewsEdge, visit WWW.NEWSEDGE.COM.
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 and professional market. NewsEdge 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.
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.
HOW DOES NEWSEDGE FIT INTO THE THOMSON LEGAL & REGULATORY STRUCTURE?
NewsEdge will operate as a stand-alone business, 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. NewsEdge's financials will be integrated into Dialog's
financials.
Both NewsEdge and Dialog provide online information services for business,
science, engineering, finance and law professionals. The companies serve similar
markets; however, there are significant points of differentiation between
products and services that make the two businesses very complementary. Together,
the goal is to leverage our experience, market strengths and best practices to
enhance our value to all of our customers.
WILL NEWSEDGE EMPLOYEES BECOME DIALOG EMPLOYEES?
Yes. Upon completion of the transaction, NewsEdge employees will become part of
the Dialog organization. NewsEdge shares numerous cultural synergies and a
similar
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corporate history with Dialog. We anticipate a smooth integration of the two
organizations.
WHAT IS THE IMPACT ON DIALOG EMPLOYEES?
Dialog employees should realize no impact on their day-to-day business from the
acquisition of NewsEdge. Management will be involved in the integration and
transition of some business functions during the first six to 12 months.
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 NewsEdge's
shares and customary closing conditions. All of NewsEdge's directors and
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 DIALOG REPS NOW SELL NEWSEDGE PRODUCTS AND SERVICES?
NewsEdge and Dialog share some customers; however, NewsEdge's focus is on the
end-user rather than on the information professional. The addition of NewsEdge
will provide important leverage with existing and new Dialog customers, just as
NewsEdge's news awareness products will complement Dialog's archival products.
NewsEdge's sales organization is experienced, knowledgeable, competitive and
skilled in generating new business. For the immediate future, the two 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
the NewsEdge and Dialog product lines by both sales organizations.
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 services provided - NewsEdge's news and current awareness
and Dialog's vast collection of essential information - are different. Customers
will 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.
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WHAT DO I TELL CUSTOMERS?
Our goal for the combined business is to be the foremost provider of
e-information solutions to 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 NewsEdge is a leading, global provider of content solutions and electronic
publishing technologies for the business and professional market.
o Upon completion of the transaction, NewsEdge will enhance our position in
the business news and corporate market. NewsEdge will be aligned with
Dialog, as part of the Thomson Legal & Regulatory market group. This
acquisition underscores the Thomson Legal & Regulatory commitment to
provide the broadest and most powerful e-information solutions to the
market segments we serve.
o The merger will 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 our strategy of integrating our
information and technology tools into our customers' work processes.
WHAT DO I DO IF CONTACTED BY THE NEWS MEDIA?
General inquiries should be directed to John Shaughnessy, director of Corporate
Communications for Thomson Legal & Regulatory North America, at 651-687-4749.
Dialog employees can direct inquiries to Sandy Scherer, director of Corporate
Communications for Dialog, at 919-461-7354. They will ensure that all inquiries
are responded to and directed to the appropriate spokespeople at Dialog, Thomson
Legal & Regulatory and Thomson.
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.