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Thomson to acquire Information Holdings
Thomson to acquire Information Holdings
The Thomson Corporation and Information Holdings Inc., a provider of intellectual property (IP) and regulatory information for the scientific, legal and corporate markets, have announced that they have signed a definitive merger agreement under which Thomson will acquire IHI, strengthening Thomson’s suite of information solutions for pharmaceutical and intellectual property customers.
Under the terms of the agreement, a Thomson subsidiary will acquire all of the outstanding common stock of IHI at a price of $28 per share in cash, for an aggregate cost of approximately $441 million, net of cash and investments currently held by IHI. The IHI board of directors has unanimously approved the agreement and stockholders owning approximately 40 per cent of IHI’s outstanding common stock have agreed to vote in favour of the transaction.
“IHI further advances Thomson’s vision and capability to develop pharmaceutical and intellectual property solutions that combine must-have content with software tools and applications to help our customers be more productive,” said Richard J. Harrington, president and chief executive officer of The Thomson Corporation. “With this transaction, we’re acquiring four businesses that can be seamlessly integrated into our Scientific and Healthcare group. We’re continuing to build size and scale in this market group and we expect our Scientific and Healthcare revenues to double over the next five to seven years through growth of existing businesses and strategic acquisitions.”
The transaction is expected to close later this year and is subject to approval by IHI’s stockholders and regulatory authorities and the satisfaction of other customary closing conditions. Morgan Stanley acted as financial advisor to IHI. Bear, Stearns & Co. Inc. acted as financial advisor to Thomson. The acquisition is expected to be dilutive to Thomson by approximately $0.01 per share in 2004 and 2005.
“IHI is a fast-growing business with innovative products that will enable Thomson to deliver a stronger integrated information service to new and existing customers in the pharmaceutical and intellectual property markets,” said Robert Cullen, president and chief executive officer of Thomson Scientific and Healthcare. “IHI’s current offerings, which are also largely subscription-based, complement our own products and services. Together, we are in position to significantly increase our opportunity to attract new customers in the pharmaceutical and life science industries.”
IHI, with 2003 revenues of approximately $81 million, is a rapidly growing business with products that are well-known in the pharmaceutical and intellectual property markets:
Micropatent has a comprehensive database of first-level patent documents that complements coverage currently offered by Thomson.
Aureka tools bring advanced analytical and visualization capabilities to patent users.
Master Data Center (MDC) offers IP management software and payment services that are essential to effective IP asset management - a function critical to the competitive and financial success for corporations and private institutions alike.
Liquent provides value-added regulatory software and solutions, including support for the process of regulatory filings, in the life sciences and pharmaceutical markets. The IDRAC database provides comprehensive reference information for the drug development regulatory environment. Both companies are important to global life science firms as they strive to improve speed to market.
“We welcome joining The Thomson Corporation,” said Mason Slaine, president and chief executive officer, Information Holdings Inc. “We believe that Thomson’s current portfolio coupled with its financial resources will significantly strengthen our businesses and make our products even more valuable to our customers.”
In connection with the Merger, IHI will be filing a proxy statement and other relevant documents concerning the transaction with the Securities and Exchange Commission (SEC).