<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-2.
</TABLE>
DATA BROADCASTING CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-12.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE> 2
[eSIGNAL GRAPHIC]
THE NEW
DATA BROADCASTING CORPORATION
ANALYSIS OF THE MERGER
STOCKHOLDERS SHOULD READ OUR PROXY STATEMENT WHICH IS ON
FILE WITH THE SECURITIES AND EXCHANGE COMMISSION. YOU MAY
GET OUR PROXY STATEMENT, INCLUDING THE MERGER AGREEMENT
AND THE VOTING AGREEMENTS FOR FREE FROM THE SEC'S WEB SITE,
www.sec.gov.
[DATA
BROADCASTING
CORPORATION
LOGO]
<PAGE> 3
[eSIGNAL GRAPHIC]
AGENDA
- - Description of the Deal
- - Merger Benefits
- - Company Profiles
- Pearson
- FTAM
- DBC
- - Favorable Market Trends
- - The New Data Broadcasting
- - Merger Timetable
[DATA
BROADCASTING
CORPORATION 2
LOGO]
<PAGE> 4
[eSIGNAL GRAPHIC]
DESCRIPTION OF THE DEAL
- - DBC to merge with FTAM (Financial Times Asset Management) a.k.a.
Interactive Data Corporation, subsidiary of Pearson plc
- - DBC to issue approximately 56.4 million new shares to Pearson
- - Total shares outstanding after merger: approximately 91.5 million
- - Pearson ownership in DBC post merger: approximately 60%
[DATA
BROADCASTING
CORPORATION 3
LOGO]
<PAGE> 5
[eSIGNAL GRAPHIC]
MERGER BENEFITS
[DATA
BROADCASTING
CORPORATION
LOGO]
<PAGE> 6
[eSIGNAL GRAPHIC]
MERGER BENEFITS
ENHANCED FINANCIAL STRENGTH
- - Revenues up 3 times
- - Profitability (gross margin) up 4 times
- - Cash flow increases 7 times
- - Debt free with $40 million of cash
- - Increased tangible net worth from $142 million to $359 million
(ANNUALIZED PRO FORMA AS OF 9/30/99)
[DATA
BROADCASTING
CORPORATION 5
LOGO]
<PAGE> 7
[eSIGNAL GRAPHIC]
MERGER BENEFITS
STRENGTHENED FINANCIAL POSITION
NEWLY MERGED DBC WILL HAVE 3X MORE REVENUES AND SIGNIFICANTLY IMPROVED GROSS
MARGIN AND CASH FLOW.
[BAR GRAPH]
<TABLE>
<CAPTION>
Revenues Gross Margin EBITDA
<S> <C> <C>
$110 $ 52 $11
$325 $204 $70
</TABLE>
(US $ IN MILLIONS, ANNUALIZED PRO FORMA AS OF 9/30/99)
[DATA
BROADCASTING
CORPORATION 6
LOGO]
<PAGE> 8
[eSIGNAL GRAPHIC]
MERGER BENEFITS
STRENGTHENED FINANCIAL POSITION
DBC'S GROSS MARGIN AND CASH FLOW AS A PERCENTAGE OF REVENUES WILL BE
SIGNIFICANTLY ENHANCED.
[BAR GRAPH]
<TABLE>
<CAPTION>
GM% EBITDA%
<S> <C>
47% 10%
63% 22%
</TABLE>
(ANNUALIZED PRO FORMA AS OF 9/30/99)
[DATA
BROADCASTING
CORPORATION 7
LOGO]
<PAGE> 9
[eSIGNAL GRAPHIC]
MERGER BENEFITS
- - SCALE
- Creates a powerhouse with resources and reach to develop new products
and potentially make strategic acquisitions
- Enhanced ability to succeed against traditional and emerging competitors
[DATA
BROADCASTING
CORPORATION 8
LOGO]
<PAGE> 10
[eSIGNAL GRAPHIC]
MERGER BENEFITS
- - CROSS-MARKETING
- Significant cross-selling opportunities across combined customer base
- CMS's BondEdge fixed-income portfolio analytics products to be
marketed to FTAM client base
- InSite to be marketed to FTAM institutional customers and
redistributors
- FTAM products to be marketed to BondEdge and InSite customers
[DATA
BROADCASTING
CORPORATION 9
LOGO]
<PAGE> 11
[eSIGNAL GRAPHIC]
MERGER BENEFITS
- - INTERNATIONAL EXPANSION
- New DBC will have the reach to market its products aggressively,
globally
- FTAM's international presence opens new opportunities for DBC
businesses
- DBC to join FTAM in Pan-European expansion
[DATA
BROADCASTING
CORPORATION 10
LOGO]
<PAGE> 12
GLOBAL REACH
[PICTURE OF GLOBE SHOWING LOCATIONS OF GLOBAL REACH]
<TABLE>
<CAPTION>
LOCATION OF SITES OF GLOBAL REACH
PRE-MERGER
<S> <C>
NEW YORK LONDON
LOS ANGELES
SAN FRANCISCO
</TABLE>
[DATA
BROADCASTING
CORPORATION 11
LOGO]
[eSIGNAL GRAPHIC]
<PAGE> 13
GLOBAL REACH
[PICTURE OF GLOBE SHOWING LOCATIONS OF GLOBAL REACH]
<TABLE>
<CAPTION>
POST-MERGER
<S> <C> <C> <C> <C>
NEW YORK BOSTON CHICAGO LOS ANGELES SAN FRANCISCO
LONDON DUBLIN EDINBURGH LUXEMBOURG
AUSTRALIA
TOKYO MANILA HONG KONG SINGAPORE CHANNEL ISLANDS
JOHANNESBURG
</TABLE>
[DATA
BROADCASTING
CORPORATION 12
LOGO]
[eSIGNAL GRAPHIC]
<PAGE> 14
[eSIGNAL GRAPHIC]
MERGER BENEFITS
- - FINANCIAL TIMES BRANDING OPPORTUNITIES
Worldwide recognition of Financial Times brand should significantly enhance
DBC's value proposition
[DATA
BROADCASTING
CORPORATION 13
LOGO]
<PAGE> 15
[eSIGNAL GRAPHIC]
MERGER BENEFITS
- - PRODUCT ENHANCEMENT/INCREASED CONTENT
- Information databases and resources are complementary with little
overlap
- Product development can be accelerated
- FTAM data will enrich BondEdge, eSignal and InSite
- DBC real-time data and technology will enable FTAM to respond better
to market demands
- DBC Internet capability will enable FTAM to accelerate development of
B2B services
[DATA
BROADCASTING
CORPORATION 14
LOGO]
<PAGE> 16
[eSIGNAL GRAPHIC]
COMPANY PROFILES
[DATA
BROADCASTING
CORPORATION
LOGO]
<PAGE> 17
[PEARSON LOGO]
Pearson is an international media company
with annual revenues of more than $4.8 billion
and 20,000 staff in 50 countries
[DATA
BROADCASTING
CORPORATION 16
LOGO]
<PAGE> 18
[FINANCIAL TIMES LOGO]
The leading source of international business and financial news
[PEARSON EDUCATION LOGO]
The world's largest education company
[PENGUIN BOOKS LOGO]
One of the world's most renowned English-language publishers
[PEARSON TELEVISION LOGO]
One of the leading independent international television producers
[RECOLETOS LOGO]
The leading Spanish media group
[DATA
BROADCASTING
CORPORATION 17
LOGO]
<PAGE> 19
[eSIGNAL GRAPHICS]
FTAM/INTERACTIVE DATA
PROFILE
[DATA
BROADCASTING
CORPORATION
LOGO]
<PAGE> 20
[eSIGNAL GRAPHICS]
FTAM
TARGET MARKETS
[FTAM FLOW CHART]
[DATA
BROADCASTING
CORPORATION 19
LOGO]
<PAGE> 21
[eSIGNAL GRAPHICS]
FTAM
- - Leading supplier of value-added information services to $1.1 billion global
post-trade market
- - Coverage of 3.5 million securities worldwide
- - Evaluates prices on 2.5 million fixed income securities
- - Specializes in 'hard to get' information
[DATA
BROADCASTING
CORPORATION 20
LOGO]
<PAGE> 22
[eSIGNAL GRAPHIC]
FTAM
INSTITUTIONAL LEADERSHIP
- - 8,000+ customers
- - 100+ distribution relationships
- - 40% estimated worldwide post-trade marketshare
- 49 of top 50 U.S. banks
- 50 of top 50 U.S. money management firms
- 49 of top 50 U.S. brokerage houses
- 50 of top 50 U.S. mutual fund groups
[DATA
BROADCASTING
CORPORATION 21
LOGO]
<PAGE> 23
[eSIGNAL GRAPHIC]
FTAM
INSTITUTIONAL LEADERSHIP
- - Voted leading financial information vendor
--Securities Operations Forum Annual Data Management Survey
- 31 First-in-Class Awards
- Accuracy
- Reliability
- Coverage
[DATA
BROADCASTING
CORPORATION 22
LOGO]
<PAGE> 24
[eSIGNAL GRAPHIC]
DATA BROADCASTING
PROFILE
[DATA
BROADCASTING
CORPORATION
LOGO]
<PAGE> 25
[eSIGNAL GRAPHIC]
DATA BROADCASTING
RETAIL MARKET LEADERSHIP
- - America's leading provider of streaming real-time financial market data to
traders and individual investors
- 20,000+ Internet subscribers
- eSignal(TM) voted "Best Real-Time Data System" in Technical Analysis
of Stocks & Commodities magazine's Readers' Choice Awards
[DATA
BROADCASTING
CORPORATION 24
LOGO]
<PAGE> 26
[eSIGNAL GRAPHIC]
DATA BROADCASTING
INSTITUTIONAL MARKET LEADERSHIP
- - Bond Edge(TM) : Market-leading software for fixed-income portfolio
analytics and valuation
- 500+ institutional investment firms
- Serving approximately 1 out of 2 U.S. users
- - InSite(TM) : IP-delivered,real-time market information service for
institutional investors
- Bond commodity, equity, and FX data, news, research, analytics and
technical charting
- 1,200+ terminals
[DATA
BROADCASTING
CORPORATION 25
LOGO]
<PAGE> 27
[eSIGNAL GRAPHIC]
DATA BROADCASTING
HISTORY OF PRODUCT INNOVATION
- - Marketwatch.COM (Nasdaq:MKTW), global financial news organization, #1
financial Web site
- 4.3 million users
- DBC and CBS each own 32%
- - eSignal.COM, decision support tools for active traders and investors
- Windows-based "Active Push" streaming real-time market data and news
- - mySignal.COM (launch pending)
- Java-based streaming real-time market data
[DATA
BROADCASTING
CORPORATION 26
LOGO]
<PAGE> 28
[eSIGNAL GRAPHIC]
DATA BROADCASTING
HISTORY OF PRODUCT INNOVATION
- - InSite, real-time, Internet-delivered market information service for
institutions
- - Internet Financial Network, owner of popular WhisperNumbers.com Web site
(minority interest)
- - Agweb, electronic provider of agricultural data (minority interest)
[DATA
BROADCASTING
CORPORATION 27
LOGO]
<PAGE> 29
[eSIGNAL GRAPHIC]
MARKET TRENDS
[DATA
BROADCASTING
CORPORATION
LOGO]
<PAGE> 30
[eSIGNAL GRAPHIC]
FAVORABLE MARKET TRENDS
- - Rising net worth of Baby Boom generation
- - Greater sophistication of retail investors
- - Globalization of markets
- - Growth in number of and cash inflows to mutual funds
- - Internet accelerating market change
- - Americanization of individual retirement funding
[DATA
BROADCASTING
CORPORATION 29
LOGO]
<PAGE> 31
[eSIGNAL GRAPHIC]
FAVORABLE MARKET TRENDS
GROWTH IN EQUITY TRADING VOLUMES
[BAR GRAPH]
- - ONLINE TRADING ACCOUNTS FOR NEARLY 20% OF ALL EQUITY TRADES IN U.S., UP
FROM NEARLY ZERO FOUR YEARS AGO.
Source: NYSE, Nasdaq
[DATA
BROADCASTING
CORPORATION 30
LOGO]
<PAGE> 32
[eSignal Graphic]
FAVORABLE MARKET TRENDS
GROWTH IN NUMBER OF ONLINE BROKERS
[BAR GRAPH]
Sources: Securities Industry Association; Gomez Advisors, Inc.; Interactive Data
[DATA
BROADCASTING
CORPORATION 31
LOGO]
<PAGE> 33
[eSignal Graphic]
FAVORABLE MARKET TRENDS
INCREASING SHARE OF SECURITIES
IN HOUSEHOLD INVESTING
[BAR GRAPH]
- - PERCENT OF LIQUID ASSETS AMERICANS HOLD IN SECURITIES HAS RISEN TO MORE
THAN 70% FROM LESS THAN 50% IN 1980.
- - BY 2000, MORE THAN 80 MILLION INDIVIDUALS EXPECTED TO OWN STOCKS, DIRECTLY
OR INDIRECTLY.
Sources: Securities Industry Association;
Federal Reserve Flow of Funds
[DATA
BROADCASTING
CORPORATION 32
LOGO]
<PAGE> 34
[eSignal Graphic]
FAVORABLE MARKET TRENDS
GROWTH IN NUMBER OF U.S. MUTUAL FUNDS
[BAR GRAPH]
Source: Investment Company Institute
Data through November 1999
[DATA
BROADCASTING
CORPORATION 33
LOGO]
<PAGE> 35
[eSignal Graphic]
FAVORABLE MARKET TRENDS
NET NEW CASH FLOW INTO U.S. MUTUAL FUNDS
[BAR GRAPH]
Source: Investment Company Institute
Data through November 1999
[DATA
BROADCASTING
CORPORATION 34
LOGO]
<PAGE> 36
[eSignal Graphic]
THE NEW DATA BROADCASTING
- - Positive industry growth trends
- - Financial strength/scale
- - Market-leading product platforms
- Institutional: FTAM products, BondEdge, InSite
- Retail: eSignal
- - Powerful branding opportunities
- - Global reach
- - Increased content and marketshare
[DATA
BROADCASTING
CORPORATION 35
LOGO]
<PAGE> 37
[eSignal Graphic]
MERGER TIMETABLE
<TABLE>
<S> <C>
Record date January 10, 2000
Shareholder meeting and vote February 23, 2000
Merger Completed (approximately) February 29, 2000
</TABLE>
[DATA
BROADCASTING
CORPORATION 36
LOGO]
<PAGE> 38
[eSignal Graphic]
SAFE HARBOR
- - This presentation includes forward-looking statements that involve a number
of risks and uncertainties, and actual results may differ materially.
Factors that could cause actual results to differ include the actions of
competitors with greater financial resources or technological capacities,
changes in technology that could affect the competitiveness of DBC's
products and services, the failure of customers or suppliers to have
successfully completed their year 2000 projects, developments in the
securities markets that might lower demand for DBC's products,
consolidation in the financial services industry that could erode the
company's customer base, the inability to retain key employees after the
merger, the inherent possibility of events causing unanticipated technology
performance interruptions, and other risk factors listed in the company's
10-K and 10-Q reports, Notice of Annual Meeting and Proxy Statement, and
other filings with the Securities and Exchange Commission.
[DATA
BROADCASTING
CORPORATION 37
LOGO]
<PAGE> 39
Contact: Steven G. Crane
Chief Financial Officer
Data Broadcasting Corporation
212.502.6200
Cecilia A. Wilkinson/Kristin Bruno
Pondel/Wilkinson Group
310.207.9300
E-mail: [email protected]
FOR IMMEDIATE RELEASE
DATA BROADCASTING POSTS SHAREHOLDER VOTING INFORMATION
FOR PROPOSED MERGER ON COMPANY WEB SITE, www.dbc.com
Jackson, Wyoming - February 1, 2000 - Data Broadcasting Corporation
(Nasdaq:DBCC) (DBC) today announced the posting on its Web site, www.dbc.com, of
relevant shareholder information for its annual meeting, at which shareholders
will be asked to vote on DBC's proposed merger with Financial Times Asset
Management (FTAM)/Interactive Data Corporation, currently part of Pearson plc,
the leading international media company. The combination will create one of the
world's leading sources of securities pricing and specialist financial
information to global institutional, professional and individual investors.
Mark Imperiale, president and chief executive officer of Data
Broadcasting, said: "We expect that the merger will nearly triple our annualized
revenues to approximately $325 million and more than double cash flow per share.
This strengthened financial position should accelerate our ability to develop
new products, as well as enhance our position as an Internet incubator and our
ability to make strategic acquisitions. Accordingly, our company's board of
directors has concluded that this merger is in the best interests of our
shareholders and has approved the merger agreement. We urge all shareholders to
review the materials that have been mailed to them and to vote their approval of
this important and exciting transaction."
Stuart Clark, president of FTAM, who will become president of the
combined FTAM/DBC enterprise upon completion of the transaction, said: "In the
new economy in which we live, there is a revolution in how individuals and
institutions manage their money. Around the world, demand from investors for
specialist financial information, delivered via the Internet, is growing
rapidly. Our new enterprise, will be in the very best position, both in America
and internationally, to meet that demand."
FTAM is a leading source of global securities pricing and related
financial data supporting fund pricing, securities operations processing,
research and portfolio management.
1
<PAGE> 40
Data Broadcasting Corporation
2-2-2
Data Broadcasting Corporation is the leading provider of real-time
market data to the individual trader and investor.
Georgeson Shareholder Communications is serving as proxy solicitor for
the merger vote. Shareholders with questions can contact the firm toll-free by
calling 1.800.223.2064.
The information posted on the Web site includes, but is not limited to,
voting information, a merger summary and the proxy statement.
DBC mailed the proxy materials to shareholders on or about January 13,
2000. The annual meeting date has been set for Wednesday, February 23, 2000, and
the record date for shareholders entitled to vote at the meeting is January 10,
2000.
Stockholders should read Data Broadcasting's proxy statement, which is
on file with the Securities and Exchange Commission. The proxy statement,
including the merger agreement and the voting agreements, are available for free
from Data Broadcasting's Web site, www.dbc.com, as well as from the SEC's Web
site, www.sec.gov.
Matters discussed in this release include forward-looking statements
that involve a number of risks and uncertainties, and actual results may differ
materially. Factors that could cause actual results to differ include the
actions of competitors with greater financial resources or technological
capacities, changes in technology that could affect the competitiveness of DBC's
products and services, the failure of customers or suppliers to have
successfully completed their year 2000 projects, developments in the securities
markets that might lower demand for DBC's products, consolidation in the
financial services industry that could erode the company's customer base, the
inability to retain key employees after the merger, the inherent possibility of
events causing unanticipated technology performance interruptions, and other
risk factors listed in the company's 10-K and 10-Q reports, Notice of Annual
Meeting and Proxy Statement, and other filings with the Securities and Exchange
Commission.
2
