0000912057-01-533558.txt : 20011009
0000912057-01-533558.hdr.sgml : 20011009
ACCESSION NUMBER: 0000912057-01-533558
CONFORMED SUBMISSION TYPE: SC TO-T/A
PUBLIC DOCUMENT COUNT: 2
FILED AS OF DATE: 20010926
GROUP MEMBERS: INFOBLADE ACQUISITION CORPORATION
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: NEWSEDGE CORP
CENTRAL INDEX KEY: 0000858912
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370]
IRS NUMBER: 043016142
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC TO-T/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-44899
FILM NUMBER: 1745500
BUSINESS ADDRESS:
STREET 1: 80 BLANCHARD RD
CITY: BURLINGTON
STATE: MA
ZIP: 01803
BUSINESS PHONE: 7812293000
MAIL ADDRESS:
STREET 1: DESKTOP DATA INC
STREET 2: 80 BLANCHARD RD
CITY: BURLINGTON
STATE: MA
ZIP: 01803
FORMER COMPANY:
FORMER CONFORMED NAME: DESKTOP DATA INC
DATE OF NAME CHANGE: 19950629
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: THOMSON CORP
CENTRAL INDEX KEY: 0001005348
STANDARD INDUSTRIAL CLASSIFICATION: []
STATE OF INCORPORATION: A6
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC TO-T/A
BUSINESS ADDRESS:
STREET 1: METRO CENTER AT ONE STATION PLACE
CITY: STAMFORD
STATE: CT
ZIP: 06902
BUSINESS PHONE: 2039698700
MAIL ADDRESS:
STREET 1: METRO CENTER AT ONE STATION PLACE
CITY: STAMFORD
STATE: CT
ZIP: 06902
SC TO-T/A
1
a2059434zscto-ta.txt
SCHEDULE TO
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
SCHEDULE TO/A
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
---------------------
NEWSEDGE CORPORATION
(Name of Subject Company (Issuer))
--------------------------
INFOBLADE ACQUISITION CORPORATION (OFFEROR)
THE THOMSON CORPORATION (PARENT)
(Names of Filing Persons (identifying status as offeror, issuer or other
person))
--------------------------
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
--------------------------
652 49 Q 10 6
(CUSIP NUMBER OF CLASS OF SECURITIES)
EDWARD A. FRIEDLAND, ESQ.
DEPUTY GENERAL COUNSEL
THE THOMSON CORPORATION
METRO CENTER, ONE STATION PLACE
STAMFORD CONNECTICUT 06902
TELEPHONE (203) 969-8700
(Name, address and telephone number of persons authorized to receive notices and
communications on behalf of filing persons)
--------------------------
COPIES TO:
JOSEPH J. ROMAGNOLI, ESQ.
LEE J. HIRSCH, ESQ.
TORYS
237 PARK AVENUE
NEW YORK, NEW YORK 10017-3142
(212) 880-6000
--------------------------
/ / Check the box if any part of the fee is offset as provided by
Rule 0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid:
Form or Registration No.:
Filing Party:
Date Filed:
/ / Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes 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: /X/
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This Amendment No. 3 (the "Final Amendment") amends and supplements the
Tender Offer Statement on Schedule TO (the "Schedule TO"), filed on August 21,
2001 with the Securities and Exchange Commission by InfoBlade Acquisition
Corporation, a Delaware corporation ("Purchaser") and an indirect wholly owned
subsidiary of The Thomson Corporation, a corporation organized under the laws of
Ontario, Canada ("Thomson"). The Schedule TO relates to the offer by Purchaser
to purchase all the outstanding shares of common stock, par value $0.01
("Shares"), of NewsEdge Corporation, a Delaware corporation ("NewsEdge"), at a
purchase price of $2.30 per Share, net to the seller in cash, upon the terms and
subject to the conditions set forth in the Offer to Purchase dated August 21,
2001 (the "Offer to Purchase") and in the related Letter of Transmittal, copies
of which are filed as Exhibits (a)(1) and (a)(2), respectively to the Schedule
TO (which, together with any amendments or supplements thereto, collectively
constitute the "Offer") and which are hereby incorporated by reference.
Capitalized terms used and not defined herein shall have the meanings ascribed
to such terms in the Offer to Purchase or in the Schedule TO.
ITEM 11. ADDITIONAL INFORMATION.
Item 11 of the Schedule TO is hereby amended and supplemented to include the
following information:
At 12:00 midnight, New York City time on Tuesday, September 25, 2001, the
Offer expired. All conditions to the Offer have been satisfied. Based on the
latest available data, 17,687,928 Shares were tendered pursuant to the Offer, of
which 463,118 were tendered pursuant to notices of guaranteed delivery. Such
Shares constituted approximately 95% of the outstanding Shares. All Shares
validly tendered and not withdrawn prior to the expiration of the Offer were
accepted for payment. A copy of a press release announcing the expiration of the
Offer and the acceptance of validly tendered Shares is attached hereto as
Exhibit (a)(11), which is incorporated by reference herein.
ITEM 12. MATERIALS TO BE FILED AS EXHIBITS.
Item 12 of the Schedule TO is hereby amended and supplemented to include the
following information:
(a)(11) Press Release issued by Thomson on September 26, 2001.
2
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
Dated: September 26, 2001 INFOBLADE ACQUISITION CORPORATION
By: /s/ EDWARD A. FRIEDLAND
-----------------------------------------
Name: Edward A. Friedland
Title: Vice President and Secretary
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
Dated: September 26, 2001 THE THOMSON CORPORATION
By: /s/ MICHAEL S. HARRIS
-----------------------------------------
Name: Michael S. Harris
Title: Senior Vice President,
General Counsel and Secretary
3
EXHIBIT INDEX
EXHIBIT NO.
---------------------
(a)(1) Offer to Purchase dated August 21, 2001.*
(a)(2) Form of Letter of Transmittal.*
(a)(3) Form of Notice of Guaranteed Delivery.*
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and other Nominees, dated August 21, 2001.*
(a)(5) Form of Letter to Clients for Use by Brokers, Dealers,
Commercial Banks, Trust Companies and other Nominees, dated
August 21, 2001.*
(a)(6) Form of Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.*
(a)(7) Summary Advertisement as published in The Wall Street
Journal on August 21, 2001.*
(a)(8) Joint Press Release issued by Thomson and NewsEdge on
August 7, 2001.*
(a)(9) Press Release issued by Thomson on August 21, 2001.*
(a)(10) Press Release issued by Thomson on September 18, 2001.**
(a)(11) Press Release issued by Thomson on September 26, 2001.
(b) None.
(d)(1) Agreement and Plan of Merger, dated as of August 6, 2001,
among Thomson, Purchaser and NewsEdge. (The exhibits and
schedules to the Agreement and Plan of Merger are not filed
as part of this Schedule TO. A list briefly identifying the
contents of the omitted exhibits and schedules appears in
the table of contents to the Agreement and Plan of Merger.
Thomson and Purchaser undertake to furnish supplementally a
copy of any omitted exhibit or schedule to the Commission
upon request.)*
(d)(2) Confidentiality Agreement dated May 16, 2001, between
Broadview International LLC, on behalf of NewsEdge, and West
Group, an affiliate of Thomson.*
(d)(3) Stockholders Agreement, dated August 6, 2001, among Thomson,
Purchaser and each of Ronald Benanto, Rory J. Cowan,
James D. Daniell, Murat H. Davidson, Jr., William A.
Devereaux, Michael E. Kolowich, Donald L. McLagan,
Clifford M. Pollan, Basil P. Regan and Peter Woodward
(collectively, the "Selling Stockholders"), together with
Schedule I relating to each Selling Stockholder.*
(d)(4) Amended and Restated Executive Employment Agreement, dated
August 6, 2001 between NewsEdge and Ronald Benanto.*
(d)(5) Amended and Restated Executive Employment Agreement, dated
August 6, 2001 between NewsEdge and John Crozier.*
(d)(6) Amended and Restated Executive Employment Agreement, dated
August 6, 2001 between NewsEdge and Thomas Karanian.*
(d)(7) Amended and Restated Executive Employment Agreement, dated
August 6, 2001 between NewsEdge and Lee Phillips.*
4
EXHIBIT NO.
---------------------
(d)(8) Amended and Restated Executive Employment Agreement, dated
August 6, 2001 between NewsEdge and Clifford Pollan.*
(d)(9) Amended and Restated Executive Employment Agreement, dated
August 6, 2001 between NewsEdge and David Scott.*
(d)(10) Amended and Restated Executive Employment Agreement, dated
August 6, 2001 between NewsEdge and Charles White.*
(d)(11) Amended and Restated Executive Employment Agreement, dated
August 6, 2001 between NewsEdge and Alton Zink.*
(g) None.
(h) None.
------------------------
* Incorporated by reference to Thomson's Schedule TO previously filed on
August 21, 2001.
** Incorporated by reference to Thomson's Schedule TO/A (Amendment No. 2)
previously filed on September 18, 2001.
5
EX-99.(A)(11)
3
a2059897zex-99_a11.txt
EXHIBIT 99(A)(11)
EXHIBIT 99(A)(11)
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
NEWS RELEASE
INVESTOR CONTACTS: MEDIA CONTACTS:
------------------ ---------------
John Kechejian Jason C. Stewart
Vice President, Investor Relations Director, Public Relations
(203) 328-9470 (203) 328-8339
john.kechejian@thomson.com jason.stewart@thomson.com
Ron Benanto David Scott
Vice President, Chief Financial Officer Vice President, Marketing
(781) 229-3000 (781) 229-3000
ron.benanto@newsedge.com david.scott@newsedge.com
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THE THOMSON CORPORATION ANNOUNCES COMPLETION
OF CASH TENDER OFFER FOR NEWSEDGE CORPORATION
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TORONTO, SEPTEMBER 26, 2001--The Thomson Corporation (TSE:TOC) announced
today the completion of the cash tender offer by its indirect wholly owned
subsidiary, InfoBlade Acquisition Corporation, for all of the outstanding shares
of common stock of NewsEdge Corporation (NASDAQ:NEWZ). InfoBlade has accepted
for purchase and payment all shares of NewsEdge common stock validly tendered
and not properly withdrawn prior to the expiration of the cash tender offer.
The tender offer expired, as scheduled, at 12:00 midnight (EDT) on Tuesday,
September 25, 2001. Based on a preliminary count; approximately 17,687,928
shares (including through notices of guaranteed delivery) of NewsEdge common
stock (constituting approximately 95% of the issued and outstanding shares of
NewsEdge common stock) had been validly tendered and not withdrawn. All of the
conditions to complete the cash tender offer have been satisfied. InfoBlade
shall promptly pay US$2.30 per share, net to the seller in cash, for all of the
shares of NewsEdge common stock validly tendered and not properly withdrawn
prior to the expiration of the cash tender offer.
In the second step of the acquisition, Thomson plans to merge InfoBlade and
NewsEdge, with NewsEdge as the continuing entity. As a result, each share of
NewsEdge common stock not previously purchased in the tender offer will be
converted into the right to receive US$2.30 per share, net to the seller in
cash, except for those shares held by NewsEdge stockholders who seek appraisal
of their shares pursuant to applicable provisions of Delaware law. Under
applicable law, the proposed merger is not subject to the approval of the
remaining outstanding stockholders of NewsEdge.
The Thomson Corporation (www.thomson.com), 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.