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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
SCHEDULE 14D-1
Tender Offer Statement
Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
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TELESCIENCES, INC.
(Name of Subject Company)
EDB 4TEL ACQUISITION CORP.
a wholly-owned subsidiary of
EDB BUSINESS PARTNER ASA
(Bidders)
COMMON STOCK, PAR VALUE $0.04 PER SHARE
(Title of Class of Securities)
87951X202
(CUSIP Number)
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EIVIND KINCK
c/o EDB BUSINESS PARTNER ASA
Ruselokkveien 6
N-OZ51 Oslo
Postal Address:
POSTBOKS 6798
ST. OLAVS PLASS
N-0130 OSLO, NORWAY
Telephone: (011) 47 22 94 40 34
(Name, address and telephone number of person authorized to receive notices and
communications on behalf of bidder)
Copy to:
JOEL D. MAYERSOHN, ESQ.
ATLAS, PEARLMAN, TROP & BORKSON, P.A.
200 EAST LAS OLAS BOULEVARD
SUITE 1900
FORT LAUDERDALE, FLORIDA 33301
TELEPHONE: (954) 763-1200
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This Amendment No. 2 amends and supplements the Tender Offer Statement
on Schedule 14D-1 filed on October 25, 1999 (the "Statement") relating to the
offer by EDB 4tel Acquisition Corp., a Delaware corporation ("Purchaser") and a
wholly-owned subsidiary of EDB Business Partner ASA, a Norwegian limited company
("Parent"), to purchase all of the outstanding shares of common stock, par value
$.04 per share (the "Shares"), of Telesciences, Inc., a Delaware corporation
(the "Company"), at $8.79 per Share, net to the seller in cash, without
interest, upon the terms and subject to the conditions set forth in the Offer to
Purchase dated October 25, 1999 (the "Offer to Purchase") and a related Letter
of Transmittal. Unless otherwise indicated the capitalized terms used herein
shall have the meaning specified in the Statement, including the Offer to
Purchase filed as Exhibit A-1 thereto. The purpose of this Amendment No. 2 is to
amend Item 11 of the Statement as described below.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
Item 11 is hereby amended and supplemented by the addition of the
following exhibit:
(a)(10) Press Release issued by EDB Business Partner ASA on
November 23, 1999.
Signature. After due inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this Statement is true,
complete and correct.
Date: November 23, 1999 EDB 4tel Acquisition Corp.
By:/s/ Asbjorn Eide
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Name: Asbjorn Eide
Title: President
EDB Business Partner ASA
By:/s/ Eivind Kinck
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Name: Eivind Kinck
Title: Executive Vice President
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EXHIBIT INDEX
Exhibit
Number Description
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(a)(10) Press Release issued by EDB Business Partner ASA
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FOR IMMEDIATE RELEASE
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EDB BUSINESS PARTNER ASA EXTENDS TENDER OFFER FOR TELESCIENCES, INC.
TO DECEMBER 7, 1999
OSLO, NORWAY, NOVEMBER 23 -- EDB Business Partner ASA, a Norwegian limited
company, announced today that EDB Business Partner ASA and Telesciences, Inc.
have agreed to extend the offer of EDB 4tel Acquisition, Inc., a wholly owned
subsidiary of EDB Business Partner, to purchase all outstanding shares of common
stock of Telesciences for $8.79 per share until 12:00 Midnight, New York City
time, on Tuesday, December 7, 1999. This tender offer is being made pursuant to
an Agreement and Plan of Merger between Telesciences, Inc., EDB Business Partner
ASA and EDB 4tel Acquisition Corp. dated October 19, 1999. As a consequence of
the extension of the expiration date, holders of Telesciences common stock may
tender or withdraw shares until 12:00 Midnight, New York City time, on Tuesday,
December 7, 1999, unless the offer is further extended. The offer was previously
scheduled to expire at 12:00 Midnight, New York City Time, on Monday, November
22, 1999.
Based on the latest count of tendered shares, approximately 900,705 shares of
Telesciences common stock, or approximately 86 percent of common shares
outstanding, have been validly tendered and not withdrawn pursuant to the tender
offer.
Headquartered in Oslo, with development offices in Norway, Ireland and Paris,
EDB 4tel has more than 800 employees. Originating in the R&D division of
Telenor, Norway's incumbent operator, it was spun off as a separate business
unit in 1998, before merging with one of Norway's leading IT groups - EDB
Business Partner ASA - and changing its name to EDB 4tel.
Serving telecommunications and information service providers worldwide for 30
years, Telesciences, Inc is an ISO certified company. Telesciences is recognized
as a leader in the provision of real-time billing data collection and
processing, fraud management and traffic management systems. Additional
information on Telesciences can be found on its home page at
http://www.telesciences.com.
This release contains forward looking statements that are subject to risks and
uncertainties, including, but not limited to, the impact of competitive products
and pricing, the volatility of international markets, product demand and market
acceptance, new product development, reliance on key strategic alliances,
availability of raw materials, the regulatory environment, fluctuations in
operating results and other risks detailed from time to time in the Company's
filings with the Securities and Exchange Commission.
# # #
Company Contact:
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Eivind Kinck
Executive Vice President
EDB Business Partner ASA
Phone: 011 47 22 72 8001
