Dialog's Online Business to Be Acquired by Thomson

From: Larry Ellis (Larry_Ellis@dialog.com)
Date: Fri Mar 24 2000 - 07:43:05 EST


As you may have heard, The Dialog Corporation announced yesterday the
proposed sale of its Information Services Division (Dialog, DataStar and
Profound product families) to The Thomson Corporation.

Please see our press release at: http://www.dialog.com/info/home/qa/

Our customer Q&A is at:
http://www.dialog.com/info/home/qa/qa_customers.shtml

Please reference the Thomson press release which follows:

The Thomson Corporation To Acquire Online Business Of Dialog

    TORONTO--(BUSINESS WIRE)--March 23, 2000--The Thomson Corporation
(TSE:TOC), a leading global e-information and solutions company in the
business and professional marketplace, announced today that it has entered
into a definitive agreement to acquire the online information business of
The Dialog Corporation plc (NASDAQ:DIAL)(LSE:DLG) for US$275 million.
    Dialog's Information Services Division (ISD), the online business being
acquired by Thomson, is a leading, global provider of information
services with 1999 electronic revenues of US$233 million. Through a broad
range of Internet and intranet-based products and services, Dialog's online
information business provides access to over nine terabytes, or more than
six billion pages, of essential information in
business, science, engineering, finance and law, to more than twenty
thousand professional and corporate customers in 120 countries. Under terms
of the investment, Thomson is acquiring the rights to technology and
software to deliver to customers the products acquired from Dialog and all
rights to the Dialog brand name, in addition to other brands marketed by
ISD such as DataStar and Profound.
    The Dialog Corporation plc will change its name to Bright Station plc
and will continue to operate its current Web Solutions Division and
eCommerce Division. Thomson will also make an equity investment of US$25
million in Bright Station and plans to evaluate certain of Bright Station's
technology and software to determine potential applications
for the technology across Thomson's business units.
    "Through this acquisition, we are gaining a well-known online brand
that will significantly enhance Thomson's ability to provide
comprehensive, high-quality information to our global customers," commented
Richard J. Harrington, President and Chief Executive Officer
of The Thomson Corporation. "With almost half its revenues generated
outside the US and its long-standing customer relationships, the
addition of Dialog's online business will strengthen Thomson's
international capabilities and assist us in penetrating new corporate
markets. Furthermore, Dialog's comprehensive content, focused primarily on
business news, scientific research, reference and healthcare information,
is highly complementary to our existing offerings, while their platform
will serve to further our online capabilities and e-business strategy. We
also look forward to the opportunity to leverage Bright Station's
technologies to provide enhanced offerings to our global customers."
    "We have no doubt that ISD's unique assets will thrive with access to
Thomson's tremendous resources," said Dan Wagner, Chief Executive of The
Dialog Corporation, who will continue as Chief Executive of Bright Station
plc. "Customers of both organizations will realize exceptional benefits
from this sale."
    Upon completion of the acquisition, Patrick Sommers, current Chief
Operating Officer of The Dialog Corporation, will join Thomson as
President and CEO of Dialog, reporting to Ronald H. Schlosser, President
and CEO of Thomson Scientific, Reference & Healthcare. Each of Thomson's
market groups will leverage the relevant content and
capabilities from Dialog within their specific markets.
    The transaction, which is subject to regulatory approval and approval
by Dialog shareholders and bondholders, is expected to close
during the second quarter. It is expected to be slightly dilutive to
Thomson's earnings per share in calendar year 2000 as Thomson continues
to make investments to grow Dialog's core business and fully leverage its
capabilities across Thomson's businesses.
    Merrill Lynch & Co. are serving as financial advisors to The Thomson
Corporation on the transaction.
    The Dialog Corporation (www.dialog.com) is a leading provider of
Internet- and intranet-based information, knowledge management,
technology and eCommerce solutions. Dialog has the world's largest
commercial collection of business, scientific and technical information.
Its Dialog, DataStar and Profound range of products provide comprehensive,
reliable sources of information to professionals worldwide. The Dialog
Corporation has world headquarters in London and U.S. headquarters in Cary,
N.C. Its American Depositary Shares (ADS)
are traded on NASDAQ under the symbol "DIAL" with four Ordinary Shares
comprising one ADS; its Ordinary Shares trade on the London Stock Exchange
under the symbol "DLG."
    The Thomson Corporation, with 1999 revenues of US$5.8 billion, is a
leading global e-information and solutions company in the business and
professional marketplace. Thomson's Legal & Regulatory group,led by the
West Group, is a leading provider of information and software-based
solutions to law, tax, accounting, human resources, and other corporate
professionals around the world. Thomson Financial provides information
services and software-based solutions to the worldwide financial community.
Thomson Learning is among the world's largest providers of lifelong
learning information, servicing the needs of individuals, learning
institutions and corporations. Thomson's Scientific, Reference & Healthcare
group provides high-value information and services to researchers and other
professionals in the academic, scientific, government and healthcare
marketplaces. The Corporation's common shares are listed on the Toronto and
London Stock Exchanges. For more information, visit The Thomson
Corporation's Internet address at www.thomson.com.

    This news release includes forward-looking statements, which are based
on the Corporation's current expectations and assumptions, and
are subject to a number of risks and uncertainties that could cause actual
results to materially differ from those anticipated. Such risks and
uncertainties include, among others, general business and economic
conditions and competitive actions.



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