Acquisition

RNS Number:1481I
Thomson Corporation
7 August 2001

( BW)(THOMSON)(TOC.TO) The Thomson Corporation to Acquire
NewsEdge Corporation



   TORONTO & BURLINGTON, Mass.--(BUSINESS WIRE)--Aug. 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.

   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."

   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.



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.



    CONTACT: The Thomson Corporation

             Investor Contacts:

             John Kechejian, 203/328-9470

             [e-mail]

               or

             NewsEdge Corp.

             Investor Contacts:

             Ron Benanto, 781/229-3000

             [e-mail]

               or

             Media Contacts:


             NewsEdge Corp.

             David Scott, 781/229-3000

             [e-mail]

               or

             Thomson Legal & Regulatory


             John Shaughnessy, 651/687-4749


             [e-mail]


                or


             The Thomson Corporation

             Jason Stewart 203/328-8339

            [e-mail]