-------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 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/ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 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: 2
(a)(11) Press Release issued by Thomson on September 26, 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 26, 2001 INFOBLADE ACQUISITION CORPORATION By: /s/ EDWARD A. FRIEDLAND ----------------------------------------- Name: Edward A. Friedland Title: Vice President and Secretary 3
Dated: September 26, 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.** (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.* ------------------------ * 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
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.
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 -------------------------------------------------------------------------------- THE THOMSON CORPORATION ANNOUNCES COMPLETION OF CASH TENDER OFFER FOR NEWSEDGE CORPORATION ----------------------------------------------------------------- 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.
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