-------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 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. 2) --------------------- 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: / / -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- This Amendment No. 2 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 4. TERMS OF THE TRANSACTION. Item 4 of the Schedule TO is hereby amended and supplemented by the following information: On September 18, 2001, Thomson issued a press release announcing the extension of the Offer until 12:00 midnight (EDT), on Tuesday, September 25, 2001. Thomson also announced that it had been advised by Computershare Trust Company of New York, the Depositary for the Offer, that as of 12:00 p.m. (EDT), on September 17, 2001, 9,498,647 Shares had been tendered. The press release which is attached hereto as Exhibit(a)(10) 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: 2
(a)(10) Press Release issued by Thomson on September 18, 2001. 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. 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 18, 2001 INFOBLADE ACQUISITION CORPORATION By: /s/ EDWARD A. FRIEDLAND ----------------------------------------- Name: Edward A. Friedland Title: Vice President and Secretary 3
Dated: September 18, 2001 THE THOMSON CORPORATION By: /s/ MICHAEL S. HARRIS ----------------------------------------- Name: Michael S. Harris Title: Senior Vice President, General Counsel and Secretary EXHIBIT INDEX 4
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. (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.* (d)(8) Amended and Restated Executive Employment Agreement, dated August 6, 2001 between NewsEdge and Clifford Pollan.* ------------------------ * Incorporated by reference to Thomson's Schedule TO, filed August 21, 2001. 5
EXHIBIT NO. --------------------- (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.
EXHIBIT (a)(10) 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 Stewart Vice President, Investor Relations Director, Public Relations The Thomson Corporation The Thomson Corporation (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 NewsEdge Corp. NewsEdge Corp. (781) 229-3000 (781) 229-3000 ron.benanto@newsedge.com david.scott@newsedge.com FOR IMMEDIATE RELEASE -------------------------------------------------------------------------------- THE THOMSON CORPORATION EXTENDS CASH TENDER OFFER FOR NEWSEDGE CORPORATION -------------------------------------------------------------------------------- TORONTO, SEPTEMBER 18, 2001 - The Thomson Corporation (TSE: TOC) announced today that InfoBlade Acquisition Corporation (InfoBlade), an indirect wholly owned subsidiary of Thomson, is extending its offer to acquire all outstanding shares of common stock of NewsEdge Corporation (NASDAQ:NEWZ) until 12:00 Midnight (EDT) on September 25, 2001, unless further extended. The cash tender offer and withdrawal rights were previously scheduled to expire at 12:00 Midnight (EDT) on September 18, 2001. Due to the tragic events that transpired on September 11, 2001 and the subsequent closing of the stock markets and the interruption of mail service to the Depositary, Computershare Trust Company of New York, Thomson is extending the expiration date of the cash tender offer. The decision to extend the offer was made after consultation with NewsEdge and the Securities and Exchange Commission. Any questions should be directed to the Information Agent, Innisfree M&A Incorporated, by calling toll free 1-888-750-5834. Thomson currently does not plan any changes in the terms of the cash tender offer. As of 12:00 PM (EDT) on September 17, 2001, 9,498,647 shares have been received by the Depositary pursuant to the offer. The cash tender offer is subject to the tender of at least a majority of NewsEdge shares and other customary conditions. -more- THOMSON EXTENDS TENDER OFFER September 18, 2001 Page 2 The cash tender offer is being made in connection with the proposed merger of InfoBlade and NewsEdge pursuant to an Agreement and Plan of Merger dated as of August 6, 2001 among Thomson, InfoBlade and NewsEdge. In accordance with the Merger Agreement, on August 21, 2001, InfoBlade commenced a cash tender offer for all of the issued and outstanding shares of NewsEdge common stock at a price of US$2.30 per share. If the proposed merger is consummated, NewsEdge will become an indirect wholly owned subsidiary of Thomson. InfoBlade and Thomson have mailed to registered holders of NewsEdge shares an Offer to Purchase regarding the cash tender offer, a NewsEdge Solicitation/Recommendation Statement on Schedule 14D-9, and a Letter of Transmittal to be used to tender NewsEdge shares in the cash tender offer. Beneficial owners of NewsEdge holding shares in "street name" through their brokers may receive the Offer to Purchase and Letter of Transmittal through Innisfree M&A Incorporated. 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. Thomson has filed with the Securities and Exchange Commission a Tender Offer Statement on Schedule TO and NewsEdge has filed a Solicitation/Recommendation Statement on Schedule 14D-9. These documents contain important information and security holders of NewsEdge are advised to carefully read these documents before making any decision with respect to the cash tender offer. These documents may be obtained free at the Securities and Exchange Commission website at www.sec.gov. ABOUT THE THOMSON CORPORATION 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. - 30 -