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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO-C
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
PRIMARK COPORATION
(Name of Subject Company)
MARQUEE ACQUISITION CORPORATION
THE THOMSON CORPORATION
[Offerer]
(Names of Filing Persons (identifying status as offeror,
issuer or other person))
Common Stock, No Par Value Per Share
(Title of Class of Securities)
741903108
(CUSIP Number of Class of Securities)
Michael S. Harris, Esq.
The Thomson Corporation
Metro Center at One Station Place
Stamford, Connecticut 06902
(203) 969-8700
(Name, Address and Telephone Number of Persons Authorized to Receive Notices
and Communications on Behalf of filing persons)
Copy to:
David W. Heleniak, Esq.
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
(212) 848-4000
CALCULATION OF FILING FEE
- --------------------------------------------------------------------------------
Transaction Valuation Amount of Filing Fee
- --------------------------------------------------------------------------------
Not Applicable Not Applicable
- --------------------------------------------------------------------------------
[ ] 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.
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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 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: [ ]
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EXHIBIT INDEX
Exhibit
No. Description
- ------- -----------
99.1 Joint Press Release issued by The Thomson Corporation and Primark
Corporation on June 5, 2000
99.2 Memorandum to employees of Thomson from Dick Harrington, dated June 5,
2000
99.3 Memorandum to employees of Thomson Financial from Pat Tierney and
Sharon Rowlands, dated June 5, 2000
99.4 Thomson script for analyst conference call, held on June 5, 2000
99.5 Announcement of analyst conference call, issued by Thomson on June 5,
2000
99.6 Memo to employees of Primark Corporation from Joe Kasputys, dated June
5, 2000
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Exhibit 99.1
The Thomson Corporation
Toronto Dominion Bank Tower, Suite 2706
PO Box 24, Toronto-Dominion Centre [LOGO OMITTED]
Toronto, Ontario M5K 1A1
Tel (416) 360-8700 Fax (416) 360-8812
www.thomson.com
News Release
FOR THOMSON: FOR PRIMARK:
- ----------- -----------
Investor Contact:
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John Kechejian Vicki Van Mater
Vice President, Investor Relations Director of Corporate Communications
(203) 969-8700 (703) 790-7613
john.kechejian@thomson.com vicki.vanmater@primark.com
Media Contact:
- -------------
Janey Loyd
Vice President, Corporate Communications
(203) 969-8700
janey.loyd@thomson.com
For Immediate Release
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THE THOMSON CORPORATION TO ACQUIRE PRIMARK
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TORONTO, ONTARIO and WALTHAM, MA, June 5, 2000 - The Thomson
Corporation (TSE: TOC) and Primark Corporation (NYSE/PCX: PMK), today jointly
announced a merger agreement under which Thomson will acquire Primark.
Under terms of the agreement, unanimously approved by the Boards of
Directors of both companies, Thomson will make a cash tender offer for all
shares of Primark stock at US$38.00 per share, or approximately US$842 million.
Thomson will also assume approximately US$235 million in Primark debt.
"With the acquisition of Primark, Thomson is taking another significant
step to strengthen its global information offerings, in particular, the content
and software applications we provide to the financial services market,"
commented Richard J. Harrington, President and Chief Executive Officer of The
Thomson Corporation. "Primark's extensive data, analytical tools and workflow
solutions are extremely complementary to our existing products and will provide
significant added value to Thomson's current customers. In addition, Primark's
strong European and international operations will greatly expand Thomson
Financial's global presence and capabilities - a key requirement to service
these high-growth market opportunities."
Primark (www.primark.com), with 1999 revenues of US$495 million, is a
leading provider of financial and economic information products and solutions to
a broad spectrum of customers worldwide. Primark provides a blend of content,
analytics and decision support tools. Primark's key brands include A-T Financial
Information, Baseline, Disclosure, Datastream, Global Access,
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GlobalTOPIC, I/B/E/S, MarketEye, PIMS, WEFA, Worldscope and Vestek. Primark
serves financial, corporate and government decision-makers in 61 countries
through 86 offices in 24 countries.
"We are extremely excited to be adding a company of Primark's caliber
to the Thomson Financial family," said Patrick J. Tierney, President and Chief
Executive Officer of Thomson Financial. "Primark's highly regarded analytical
product range and innovative desktop applications will enhance our offerings to
the fund management, investment banking and brokerage communities, and provide
new and far-reaching channels for distributing our broad content offerings. We
look forward to working with the Primark team to provide our customers with an
expanded portfolio of products and services."
Joseph E. Kasputys, Primark's Chairman and Chief Executive Officer,
will become Chairman of Thomson Financial. "This acquisition by Thomson is
consistent with Primark's three primary objectives: serving the best interests
of our customers, providing career opportunities for our talented employees, and
enhancing shareholder value. We strongly believe that Thomson Financial, with
its industry expertise, world-class content and significant resources, is the
ideal partner for Primark. Shareholders, customers and employees of both
organizations will realize exceptional benefits from this combination," stated
Kasputys.
The transaction, which is expected to be completed during the second
half of the year, is conditioned upon the tender of 51% of the eligible shares,
the expiration or termination of customary regulatory approvals, and other
customary closing conditions. It is expected to be dilutive to Thomson's
earnings per share in calendar year 2000 and 2001.
Security holders of Primark Corporation should read the Tender Offer
Statement on Schedule TO filed by Marquee Acquisition Corporation and The
Thomson Corporation when it becomes available as it will contain important
information about the tender offer. Investors can obtain such Tender Offer
Statement on Schedule TO and other filed documents for free at the SEC's website
www.sec.gov.
Thomson Financial (www.thomsonfinancial.com), part of The Thomson
Corporation, is a US$1.44 billion provider of e-information services and
integrated work solutions to the worldwide financial community. Through the
widest range of products and services in the industry, Thomson Financial helps
clients in more than 70 countries make better decisions, be more productive and
achieve superior results.
The Thomson Corporation (www.thomson.com), with 1999 revenues of US$5.8
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.
* * * * * * *
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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Exhibit 99.2
Memo from Dick Harrington
To: All Thomson Employees
From: Dick Harrington
Subject: Acquisition of Primark
I am pleased to inform you that this morning we announced an agreement to
acquire Primark, a leading provider of financial and economic information
products and solutions to the financial services market. This is an important
step in the continued evolution of The Thomson Corporation as a leading, global
provider of e-information and solutions in each of its market groups.
The addition of Primark's products, services and geographic reach, immediately
strengthens Thomson Financial's position as a premier player in the rapidly
growing, global financial information market. The attached press release and
memo from Pat Tierney and Sharon Rowlands provide additional information about
Primark and the transaction.
As with most transactions, the agreement is conditioned upon customary closing
conditions including regulatory approvals. We expect the transaction to be
completed during the second half of this year, and will certainly keep you
informed of developments as they occur.
Thanks for your continued dedication and hard work.
Exhibit 99.3
Memo
- ------------------------------------------- -----------------------------
From Pat Tierney and Sharon Rowlands To All TF Colleagues
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Dept. Thomson Financial
- -------------------------------------------
Date June 5, 2000
- ------------------------------------------- -----------------------------
Subject Acquisition of Primark Copies
We are very pleased to announce that Thomson Financial (TF), through The Thomson
Corporation, has entered into an agreement to acquire Primark, a leading
provider of financial information and services. Attached please find a press
release to be distributed today that further describes the transaction.
The acquisition of Primark will immediately enhance our position as a leading
global e-information and solutions provider to the financial services industry,
and represents an exceptional opportunity for TF to accelerate the realization
of its customer-focused strategy. More specifically:
o The addition of Primark's extensive data, analytical tools, and workflow
solutions significantly broadens TF's customer offerings to include such
well-regarded services and brands as: fundamental corporate data from
Disclosure and Extel; I/B/E/S, providing earnings expectations to the
European market; Vestek mutual fund analytics and data; real-time market
data from GlobalTOPIC and A-T Financial; workflow solutions including
Global Access and Piranha; and analytical information tools such as
Baseline, Datastream and InsiderSCORES.
o Primark's strong European presence, coupled with its operations in North
America, Asia and Latin America, immediately expands Thomson Financial's
global presence and capabilities - a key requirement for us to capitalize
on high-growth global market opportunities.
o Combined with Primark, TF will have the increased scale and resources to
more effectively serve its customers on a global basis, with nearly $2
billion in combined revenues and more than 10,000 employees worldwide.
Leveraging our talent and resources will enable us to develop more
innovative customer solutions while achieving synergies associated with
integrating applicable data collection and processing activities,
technology infrastructure, and other appropriate functions of the two
organizations.
Completion is subject to customary closing conditions including regulatory
approval, and a closing is anticipated for the second half of the year.
Therefore, while we have signed a definitive merger agreement, Thomson does not
yet own Primark, so we are somewhat limited in what we can do together
operationally and may be unable to answer some of the questions you may have at
this stage. However, know that we are
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June 5, 2000
committed to keeping you informed of developments as they occur, and plan to be
very proactive with our communications - particularly once we have closed the
transaction and begin the integration of the two companies. If you have any
immediate questions, please send them to us via email to the TF-Headquarters
mailbox or call the special employee hotline at 800-316-3401 (outside the US,
dial 617-856-2422). We will strive to respond to you within 24 hours.
While many of the specifics have yet to be defined, we have a clear overall
vision of the organization we want to emerge from this agreement. As we await
regulatory approval, we will begin to further develop our integration plans. As
an immediate next step, we plan to form several integration teams - composed of
key members of both TF and Primark staffs - to begin the process of preparing to
bring our two organizations together. Once the integration plan is finalized, we
will communicate to you how these two businesses will operate moving forward,
and how we will capitalize on the tremendous opportunities this combination
affords us.
During this period, it's important that we all remain focused on providing the
highest quality service to our customers, and continuing to make progress on
initiatives that will ensure TF's growth well into the future. We look forward
to reporting our progress to you, and would like to thank you in advance for
your participation and collaboration on this exciting new development.
Best regards.
Exhibit 99.4
Analyst Conference Call
Dick Harrington Script
Introduction
Thank you, John. Good morning, and thank you for joining us on such short
notice.
I'm sure you have all read the press release we issued this morning announcing
our intention to acquire Primark. I'd like to spend the next few minutes
detailing how this acquisition fits into Thomson's strategic framework and why
we think it is such a great addition
o For us,
o For our customers and
o For our shareholders.
As most of you know, The Thomson Corporation is sharply focused on being the
leading global provider of e-information and solutions to businesses and
professionals, in each of our targeted market groups.
Thomson Financial is our second largest market group with 1999 revenues of $1.44
billion. The acquisition of Primark will immediately enhance Thomson Financial's
position as a leading information provider to the financial services industry
globally.
Primark
- -------
For those of you who are not familiar with Primark, it is a NYSE listed
corporation based in Boston. They had 1999 revenues of about $500 million. Over
85% of those sales were electronic - including 8% Internet-based.
Primark has 3,500 employees worldwide, with a strong presence in the UK, Europe
and the United States. They also have offices in Asia and Latin America.
Primark's products and services are very complementary to Thomson Financial.
1. First, Primark has great content. They have extensive data and analytical
tools that will significantly broaden Thomson Financial's customer
offerings in important areas such as...Fundamental corporate data,
brokerage and fund management data, UK market data and economic data...as
well as providing high-level analytic tools and online services. Their
portfolio includes such strong product brands as:
o A-T Financial Information
o Baseline
o Disclosure
o Datastream
o Global Access
o I/B/E/S (pronounced Eye-bess)
2. Second, they have a broad global presence. Half of Primark's business is in
Europe. This strong European presence, coupled with its operations in North
America, Asia and Latin America, will immediately expand Thomson
Financial's global presence and capabilities - a key requirement to
capitalize on these high-growth market opportunities. This strong
international presence will more than double Thomson Financial's revenues
from outside of North America - from 9% to 20%
3. Lastly, the combination of Primark with Thomson Financial will result in
increased scale and resources to enable Thomson Financial to more
effectively serve its customers on a global basis.
With the addition of Primark, Thomson Financial will have nearly $2 billion
in combined revenue and more than 10,000 employees located around the
world.
This will give us the additional talent and resources to help us develop
value-added products and services, and deliver them more efficiently to our
global customer base.
Conclusion
Before I turn it over to our CFO, Bob Daleo; I'd like to emphasize how
enthusiastic I am about this tremendous combination.
Primark has some terrific talent, headed by Joe Kasputys, their Chairman and
CEO. The addition of Primark will strengthen Thomson Financial's position as one
of the leading financial information companies in the world.
Now Bob will briefly review some of the key terms of the transaction.
Exhibit 99.5
THOMSON TO ACQUIRE PRIMARK CORPORATION
--------------------------------------
Thomson announced today that it had agreed to acquire Primark, a provider of
financial, economic and market research information products and solutions to a
broad spectrum of customers worldwide, for a cash tender offer for all shares of
Primark stock at US$38.00 per share -- or approximately US$842 million. Thomson
will also assume approximately US$235 in Primark debt.
A copy of the press release is attached for your review.
>> An Investor Conference Call has been set up for 10:30 AM today. CEO Dick
Harrington and CFO Bob Daleo of Thomson will be available to answer your
questions about the acquisition of Primark. You may participate in the call
as follows:
o From North America 800-288-8967
o International 612-332-0637
o
>> STRATEGIC RATIONALE:
1. Primark is a major addition to the Thomson Financial market group,
immediately enhancing its position as a leading, global e-information
and solutions provider to the financial services industry.
2. The addition of Primark's extensive data, analytical tools, and
workflow solutions significantly broadens Thomson Financial's customer
offerings.
o Key data categories:
o Fundamental Corporate Data
o Market Data
o Economic Data
o Branded analytical products and new workflow solutions:
o Online Services
o Analytic Tools
3. Primark's strong European presence, coupled with its operations in
North America, Asia and Latin America, immediately expand Thomson
Financial's global presence and capabilities - a key requirement to
capitalize on high-growth market opportunities.
o The international financial information market is growing twice as
fast as the US.
o TF revenues outside North America will more than double (from 9%
to 20%).
o Primark's strengths in Europe include:
o UK Real-Time Equities Information and Electronic Trading
o Equity Research, Earnings Estimates and Broker Research
o Portfolio Management and Investment Accounting
4. With Primark, Thomson Financial will have the increased scale and
resources to more effectively serve its customers on a global basis.
o Nearly $2 billion in combined revenue and more than 10,000
employees worldwide.
o Talent and resources to more strategically invest in and develop
state-of-the-art technology and solutions to further enhance and
broaden capabilities.
o Achieve synergies by leveraging the combined data collection and
processing activities, technology infrastructure and sales and
marketing organizations.
OTHER ITEMS:
>> The offer commences the week of June 12th. The acquisition is expected to
be completed during the second half of this year.
>> Further information on Primark (including historical financial results) may
be found at their corporate web-site at http://www.primark.com
Regards,
John Kechejian
Thomson Investor Relations
Exhibit 99.6
INTEROFFICE MEMORANDUM
June 5, 2000
TO: ALL PRIMARK EMPLOYEES
FROM: JOE KASPUTYS
SUBJECT: THE MERGER OF PRIMARK and THOMSON FINANCIAL
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Primark Corporation and The Thomson Corporation have just executed a merger
agreement. A copy of the joint press release we issued this morning is attached.
I am very excited about this new opportunity for Primark and for us all.
Primark's leading businesses will join with those of Thomson to create a
financial information vendor that covers the globe with a complete product
offering. The fit between Primark and Thompson Financial is ideal, with the
combination providing both a scale of operation and access to resources that we
have never before enjoyed. Thomson recognizes that Primark's truly unique asset
is the dedication and caliber of our employees, who will have more opportunities
than ever before.
I strongly believe that Thomson Financial, with its industry expertise,
world-class content and significant resources, is the ideal partner for Primark.
Thomson Financial is excited about our future prospects and is committed to grow
our businesses. This includes further investments in the many promising
initiatives that are currently underway within Primark.
Once the merger is completed, I will assume the position of Chairman of Thomson
Financial. Other members of Primark's management team will also take on new
responsibilities, as we find ways to take advantage of joint capabilities. Both
the Primark management team and I will work closely with you to help insure a
successful and positive transition. We will begin planning for this transition
immediately, while the tender offer and regulatory approvals are in process.
Both the management at Primark and Thomson Financial believe this merger will be
a great benefit to the industry. The combination of our two companies will
significantly broaden our product line, and the increased scale and resources
will enable all of us to bring a wide range of innovative customer solutions to
market.
Memorandum
June 5, 2000
Page 2
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As important as this merger is, we must not let it distract us from our primary
mission of delivering top quality products and services to our customers. We
must press ahead with sales, product development, technology improvements and
all other critical programs within Primark to keep our business growing.
Your management team and I are committed to keep you fully informed on the
progress of our integration. In order to introduce you to our new colleagues, a
webcast will shortly be available with a message from me and the two top Thomson
Financial executives, Pat Tierney, president and chief executive officer, and
Sharon Rowlands, chief operating officer. We will provide you with updates as
they occur, either in person, through email or by way of a webcast.
In the meantime, it is "business as usual," with the Primark team proceeding
with the exciting initiatives we have underway.
Sincerely,
Joe Kasputys