-----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, D6JHvbGAohGUM3WNoVvJi1mMh/J5Bp1zdUgwWWwE7GViDC0GuzlXeKv8V4+s0/3J BJqdSLTSxw7EWdH90vKVtw== 0001047469-01-500031.txt : 20010808 0001047469-01-500031.hdr.sgml : 20010808 ACCESSION NUMBER: 0001047469-01-500031 CONFORMED SUBMISSION TYPE: SC TO-C PUBLIC DOCUMENT COUNT: 9 FILED AS OF DATE: 20010807 GROUP MEMBERS: INFOBLADE ACQUISITION CORP 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-C SEC ACT: 1934 Act SEC FILE NUMBER: 005-44899 FILM NUMBER: 1700174 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: TEXTILE MILL PRODUCTS [2200] STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-C 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-C 1 a2056115zscto-c.txt SCHEDULE TO ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------------- SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 --------------------------- NEWSEDGE CORPORATION (Name of Subject Company) --------------------------- INFOBLADE ACQUISITION CORPORATION THE THOMSON CORPORATION (Names of Filing Persons -- Offerors) --------------------------- COMMON STOCK, $.01 PAR VALUE (Title of Class of Securities) 652 49 Q 10 6 (CUSIP Number of Class of Securities) EDWARD A. FRIEDLAND, ESQ. THE THOMSON CORPORATION METRO CENTER AT ONE STATION PLACE STAMFORD, CONNECTICUT 06902 TELEPHONE: (203) 969-8700 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Person) COPY TO: JOSEPH J. ROMAGNOLI, ESQ. TORYS 237 PARK AVENUE NEW YORK, NEW YORK 10017-3142 TELEPHONE: (212) 880-6000 ================================================================================ Calculation of Filing Fee TRANSACTION VALUATION* AMOUNT OF FILING FEE Not Applicable Not Applicable - ---------- * Set forth the amount on which the fling fee is calculated and state how it was determined. / / 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: Filing Party: ------------------- ----------------- Form or Registration No.: Date Filed: ----------------- ------------------- /X/ Check the box if the filing relates solely to preliminary communications 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:/ / - -------------------------------------------------------------------------------- EXHIBIT INDEX EXHIBIT NO. DESCRIPTION 99.1 Joint Press Release issued by The Thomson Corporation and NewsEdge Corporation dated August 7, 2001. 99.2 Question and Answer document prepared for NewsEdge, Dialog and other affected Thomson Customers and Partners. 99.3 Question and Answer document prepared for NewsEdge Employees. 99.4 Question and Answer document prepared for Thomson Legal & Regulatory Employees. 99.5 Sales and Customer Service talking points for all Customers. 99.6 E-mail for NewsEdge Customers dated August 7, 2001. 99.7 Memorandum dated August 7, 2001 from Roy Martin to Dialog Employees. 99.8 Memorandum dated August 7, 2001 from Roy Martin to Thomson Legal & Regulatory Employees. EX-99.1 3 a2056115zex-99_1.txt EXHIBIT 99.1 Exhibit 99.1 THE THOMSON CORPORATION Toronto Dominion Bank Tower, Suite 2706 PO Box 24, Toronto-Dominion Centre [THOMSON LOGO] Toronto, Ontario M5K 1A1 Tel (416) 360-8700 Fax (416) 360-8812 www.thomson.com NEWS RELEASE
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
FOR IMMEDIATE RELEASE - -------------------------------------------------------------------------------- THE THOMSON CORPORATION TO ACQUIRE NEWSEDGE CORPORATION - -------------------------------------------------------------------------------- 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 Corporation (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. THOMSON TO ACQUIRE NEWSEDGE Page 2 August 7, 2001 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." THOMSON TO ACQUIRE NEWSEDGE Page 3 August 7, 2001 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. 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. These documents will contain important information and security holders of NewsEdge are advised to carefully read these 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. THOMSON TO ACQUIRE NEWSEDGE Page 4 August 7, 2001 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(TM), including industry-specific topics, wireless services, 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. - 30 - EX-99.2 4 a2056115zex-99_2.txt EXHIBIT 99.2 EXHIBIT 99.2 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. 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 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. 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. EX-99.3 5 a2056115zex-99_3.txt EXHIBIT 99.3 EXHIBIT 99.3 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 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. 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. 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. EX-99.4 6 a2056115zex-99_4.txt EXHIBIT 99.4 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 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. 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. EX-99.5 7 a2056115zex-99_5.txt EXHIBIT 99.5 EXHIBIT 99.5 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 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. EX-99.6 8 a2056115zex-99_6.txt EXHIBIT 99.6 EXHIBIT 99.6 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 to 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 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. EX-99.7 9 a2056115zex-99_7.txt EXHIBIT 99.7 EXHIBIT 99.7 [THE DIALOG CORPORATION LETTERHEAD] Memo FROM ROY M. MARTIN, JR. TO ALL DIALOG EMPLOYEES PRESIDENT AND CEO DATE AUGUST 7, 2001 COPIES SUBJECT THE THOMSON CORPORATION SIGNS AGREEMENT TO ACQUIRE THE NEWSEDGE CORPORATION Key goals of Thomson Legal & Regulatory include providing the broadest and most powerful e-information solutions to the legal, regulatory and professional market, and enhancing its position in the business news and corporate market segments. Today, I am pleased to announce that The Thomson Corporation has signed a definitive agreement to acquire the publicly held NewsEdge Corporation, a leading real-time news and current awareness provider in the online business information market. Under the terms of the agreement, Thomson will make a cash tender offer for all of the outstanding shares of NewsEdge common stock. The acquisition is expected to close in the second half of 2001. NewsEdge will operate as a stand-alone business within Thomson Legal & Regulatory, and will be aligned with The Dialog Corporation. The core senior management team of NewsEdge will remain with the company, and NewsEdge President and CEO Clifford Pollan will report to me. WHO IS NEWSEDGE? With 2000 revenues of $70.9 million, NewsEdge is a global provider of content solutions and electronic publishing technologies for business, and provides real-time news and information products and services to approximately 1,500 corporations and professional services firms worldwide. NewsEdge employs more than 280 people in 16 offices in eight countries around the world, with approximately 200 of the employees based at its Burlington, Mass., headquarters. NewsEdge combines proprietary technology, world-class content, and specialized editorial processes to deliver tailored information and decision-support solutions to Page 2 knowledge workers through three major lines of business - information and decision-support services, content solutions and electronic publishing technologies. The acquisition of NewsEdge by Thomson will add an important new dimension to existing Thomson Legal & Regulatory news and current awareness product offerings. 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. DIALOG AND NEWSEDGE TOGETHER Both NewsEdge and Dialog provide online information services for business, science, engineering, finance and law professionals. While the companies serve similar markets, there are significant points of differentiation between products and services that make the two businesses complementary. Together, the goal is to leverage our experience, market strengths and best practices to enhance our value to all of our customers. Please join me in welcoming our new NewsEdge colleagues and in wishing them great success as part of Dialog and Thomson Legal & Regulatory. 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. EX-99.8 10 a2056115zex-99_8.txt EXHIBIT 99.8 EXHIBIT 99.8 MEMORANDUM - THOMSON LEGAL & REGULATORY INTERNAL TO: THOMSON LEGAL & REGULATORY EMPLOYEES FROM: ROY M. MARTIN, JR. PRESIDENT AND CHIEF EXECUTIVE OFFICER THE DIALOG CORPORATION DATE: AUGUST 7, 2001 SUBJECT: THE THOMSON CORPORATION SIGNS AGREEMENT TO ACQUIRE THE NEWSEDGE CORPORATION - -------------------------------------------------------------------------------- Key goals of Thomson Legal & Regulatory include providing the broadest and most powerful e-information solutions to the legal, regulatory and professional market, and enhancing its position in the business news and corporate market segments. Today, I am pleased to announce that The Thomson Corporation has signed a definitive agreement to acquire the publicly held NewsEdge Corporation, a leading real-time news and current awareness provider in the online business information market. Under the terms of the agreement, Thomson will make a cash tender offer for all of the outstanding shares of NewsEdge common stock. The acquisition is expected to close in the second half of 2001. The acquisition of NewsEdge will add an important new dimension to existing Thomson Legal & Regulatory news and current awareness product offerings. 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. With 2000 revenues of $70.9 million, NewsEdge is a global provider of content solutions and electronic publishing technologies for business, and provides real-time news and information products and services to approximately 1,500 corporations and professional services firms worldwide. NewsEdge employs more than 280 people in 16 offices in eight countries around the world, with approximately 200 of the employees based at its Burlington, Mass., headquarters. NewsEdge will operate as a stand-alone business within Thomson Legal & Regulatory, and will be aligned with The Dialog Corporation. The core senior management team of NewsEdge will remain with the company, and NewsEdge President and CEO Clifford Pollan will report to me. Please join me in welcoming our new NewsEdge colleagues and in wishing them great success as part of Thomson Legal & Regulatory and 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. -----END PRIVACY-ENHANCED MESSAGE-----