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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3
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
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(CUSIP Number)
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EIVIND KINCK
c/o EDB BUSINESS PARTNER ASA
Ruselokkveien 6
N-0251 Oslo
(Postal Address:
POSTBOKS 6798
ST. OLAVS PLASS
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. 3 amends and supplements the Tender Offer Statement
on Schedule 14D-1 filed on October 25, 1999, as amended (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. 3 is to amend Items 1, 6, 10 and 11 of the Statement as described below.
ITEM 1. SECURITY AND SUBJECT COMPANY
Item 1 is hereby amended and supplemented to add the following:
The Offer terminated at 12:00 Midnight, New York City time, on Tuesday,
December 7, 1999.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
As of the expiration of the Offer, a total of 958,514 Shares were
tendered and accepted pursuant to the Offer, including 8,327 Shares tendered by
guaranteed delivery, representing approximately 91.75% of the Shares
outstanding.
ITEM 10. ADDITIONAL INFORMATION
Item 10 is hereby amended and supplemented by the addition of the
following information thereto:
On December 8, 1999, Purchaser issued a press release, a copy of which
is attached hereto as Exhibit (a)(11) and is incorporated herein by reference,
relating to the expiration of the Offer as of 12:00 Midnight, New York City
time, on Tuesday December 7, 1999.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
Item 11 is hereby amended and supplemented by the addition of the
following exhibit:
(a)(11) Press Release issued by EDB Business Partner ASA on
December 8, 1999.
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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: December 8, 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
- ------- -----------
(a)(11) Press Release issued by EDB Business Partner ASA
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FOR IMMEDIATE RELEASE
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EDB BUSINESS PARTNER ASA COMPLETES TENDER OFFER FOR TELESCIENCES, INC.
OSLO, NORWAY, DECEMBER 8 - EDB Business Partner ASA announced today that it has
completed its tender offer to purchase the outstanding shares of common stock of
Telesciences, Inc. (NASDAQ:TLSI) for $8.79 per common share.
The offer expired at 12:00 Midnight, New York City time, on Tuesday, December 7,
1999. As of the expiration of the offer, 958,514 shares of common stock of
Telesciences had been tendered, including 8,327 shares tendered by guaranteed
delivery, which constitutes approximately 91.75% of the outstanding common stock
of Telesciences.
Following the consummation of the tender offer, EDB 4tel Acquisition Corp., a
wholly owned subsidiary of EDB Business Partner ASA, will be merged with and
into Telesciences. Holders of Telesciences, Inc. common stock, other than EDB
4tel Acquisition Corp., will receive $8.79 per share in cash pursuant to the
merger. After the merger, Telesciences, Inc. will be wholly owned by EDB
Business Partner ASA.
Headquartered in Oslo, with offices in Norway, Ireland, Sweden, the Netherlands
and France, EDB Business Partner ASA has more than 2,200 employees. Its
subsidiary, EDB 4tel, a Norwegian limited company, originated in the R&D
division of Telenor, Norway's incumbent telecom operator, and was spun off as a
separate business unit in 1998 before merging with one of Norway's leading IT
groups - EDB Business Partner ASA.
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 Telesciences,
Inc.'s filings with the Securities and Exchange Commission.
# # #
COMPANY CONTACT:
Eivind Kinck
Executive Vice President
EDB Business Partner ASA
Phone: 011 47 22 72 8001
