-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MGNScCeEXOGka4sIL5M8SK34mKJ768Rsb4q6L4ManNQ6NdAD5vQZO54xySrxiBIi hfJ8CUwx4rxqV0O6xxLV6g== 0000912057-01-539879.txt : 20020410 0000912057-01-539879.hdr.sgml : 20020410 ACCESSION NUMBER: 0000912057-01-539879 CONFORMED SUBMISSION TYPE: SC TO-C PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20011114 GROUP MEMBERS: FLUID ACQUISITION CORP. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LIQUENT INC CENTRAL INDEX KEY: 0001082456 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 232845135 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC TO-C SEC ACT: 1934 Act SEC FILE NUMBER: 005-58303 FILM NUMBER: 1791256 BUSINESS ADDRESS: STREET 1: 1300 VIRGINA DRIVE SUITE 125 CITY: FORT WASGINGTON STATE: PA ZIP: 19034 BUSINESS PHONE: 2156549122 MAIL ADDRESS: STREET 1: 1300 VIRGINIA DRIVE SUITE 125 CITY: FORT WASHINGTON STATE: PA ZIP: 19034 FORMER COMPANY: FORMER CONFORMED NAME: ESPS INC DATE OF NAME CHANGE: 19990324 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INFORMATION HOLDINGS INC CENTRAL INDEX KEY: 0001063744 STANDARD INDUSTRIAL CLASSIFICATION: BOOKS: PUBLISHING OR PUBLISHING AND PRINTING [2731] IRS NUMBER: 061518007 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-C BUSINESS ADDRESS: STREET 1: 2777 SUMMER STREET STREET 2: SUITE 209 CITY: STAMFORD STATE: CT ZIP: 06905 BUSINESS PHONE: 2034665055 MAIL ADDRESS: STREET 1: 2777 SUMMER STREET STREET 2: SUITE 209 CITY: STAMFORD STATE: CT ZIP: 06905 SC TO-C 1 a2063855zscto-c.txt SC TO-C As filed with the Securities and Exchange Commission on November 14, 2001 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- Schedule TO Tender Offer Statement under Section 14(d)(1) or 13(e)(4) of the Securities Exchange Act of 1934 Liquent, Inc. (Name of Subject Company (issuer)) Fluid Acquisition Corp. Information Holdings Inc. (Names of Filing Persons (offeror and issuer)) Common Stock, Par Value $0.001 Per Share (Title of Class of Securities) 290887108 (CUSIP Number of Class of Securities) Vincent A. Chippari Executive Vice President and Chief Financial Officer Information Holdings Inc. 2777 Summer Street Stamford, CT 06905 Telephone: (203) 961-9106 (Name, address, and telephone number of person authorized to receive notices and communications on behalf of filing persons) With a copy to: Steven J. Gartner, Esq. Willkie Farr & Gallagher 787 Seventh Avenue New York, NY 10019-6099 (212) 728-8000 [X] Check the box if the filing relates solely to preliminary communcations made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [X] third-party tender offer subject to Rule 14d-1 [ ] issuer tender offer subject to Rule 13e-4. [ ] going-private transaction subject to Rule 13e-3. [ ] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ] -2- EX-99.1 3 a2063855zex-99_1.txt EXHIBIT 99.1 Exhibit 99.1 [GRAPHIC OMITTED] INFORMATION HOLDINGS AGREES TO ACQUIRE LIQUENT, INC. IN A CASH TENDER OFFER AT $2.27 PER SHARE STAMFORD, CT, NOVEMBER 14, 2001 - Information Holdings Inc. (NYSE: IHI) today announced that it has signed an agreement to acquire Liquent, Inc. (NASDAQ: LQNT). IHI will commence a tender offer to acquire all outstanding shares of Liquent common stock for cash consideration of $2.27 per share. The transaction has been approved by the Board of Directors of both IHI and Liquent and shareholders representing 47% of Liquent's outstanding shares have agreed to tender their shares. Liquent (formerly ESPS) is a leading provider of application software and related services, primarily to the life sciences industry. Its products are used by leading pharmaceutical, biotechnology and contract research organizations to create new drug applications, reports, proposals and technical documentation. Liquent will become part of IHI's Intellectual Property (IP) Group. Liquent's services will be packaged with IHI's regulatory services (IDRAC) and IP databases (MicroPatent) over time to provide a unique total solution to life science organizations worldwide. Commenting on the announcement, Mason Slaine, IHI's President & CEO said, "Liquent has a well-established market position based on its powerful technologies and high value-added services. IHI's complementary strengths will enable the combined businesses to leverage content, customer relationships, technologies and product development in the important life sciences industry." Rick Dool, Liquent's President and CEO stated, "IHI's purchase represents a compelling opportunity for our shareholders and we are pleased to become an Information Holdings company. Our new ownership and the relationships with IHI's IDRAC and other IP businesses will enable us to provide even more value to our customers." IHI will commence the tender offer within two weeks. The completion of the tender offer is contingent on, among other things, IHI receiving greater than 50% of the Liquent shares. The transaction is expected to be completed during the first quarter of 2002. Wachovia Securities is acting as financial advisor to IHI in the transaction. ABOUT INFORMATION HOLDINGS INC. Information Holdings Inc. is a leading provider of information products and services to scientific, technical, medical, intellectual property and IT learning markets. Through its Intellectual Property Group, which includes MicroPatent(R), Master Data Center(TM), IDRAC(R) and LPS Group, the Company provides a broad array of databases, information products and complementary services for intellectual property and regulatory professionals. The Company is recognized as a leading provider of intellectual property information over the Internet. The Company's CRC Press(R) business publishes professional and academic books, journals, newsletters and electronic databases covering areas such as life sciences, environmental sciences, engineering, mathematics, physical sciences and business. The Company's Transcender(R) unit is a leading online provider of IT certification test-preparation products. Its products include exam simulations for certifications from major hardware and software providers. Information Holdings Inc. is listed on the New York Stock Exchange and trades under the symbol: IHI. This press release includes statements that may constitute forward-looking statements made pursuant to safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Although the Company believes the expectations contained in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. This information may involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, factors detailed in the Company's Securities and Exchange Commission filings. For further information, contact: Vincent A. Chippari Information Holdings Inc. 203-961-9208 vchippari@informationholdings.com -----END PRIVACY-ENHANCED MESSAGE-----