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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No.           )

Filed by the Registrant ý

Filed by a Party other than the Registrant o

Check the appropriate box:

o
 
Preliminary Proxy Statement

o
 
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

ý
 
Definitive Proxy Statement

o
 
Definitive Additional Materials

o
 
Soliciting Material Pursuant to §240.14a-12

INFORMATION HOLDINGS INC.
(Name of Registrant as Specified In Its Charter)

 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
         
Payment of Filing Fee (Check the appropriate box):

o
 
No fee required.

o
 
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
    (1)   Title of each class of securities to which transaction applies:
        Common Stock, par value $0.01 per share, of Information Holdings Inc.
    (2)   Aggregate number of securities to which transaction applies:
        20,917,073 shares of common stock and options to purchase 1,050,186 shares of common stock (782,638 of which have exercise prices less than the per share merger consideration of $28.00).
    (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):
        The filing fee was determined based upon the sum of (A) the product of 20,917,073 shares of common stock at a price of $28.00 per share plus (B) the cash out of 782,638 shares of common stock covered by options to purchase shares of common stock, at an aggregate cost of $6,298,959. With respect to the outstanding options, the per unit price was based on the difference between $28.00 per share and the per share exercise price of the in-the-money options. In accordance with Section 14(g) of the Securities Exchange Act of 1934, as amended, the filing fee was determined by multiplying $0.0001267 by the sum of the first sentence of this paragraph.
    (4)   Proposed maximum aggregate value of transaction:
        $591,977,003
    (5)   Total fee paid:
        $75,003.49

ý
 
Fee paid previously with preliminary materials.

o
 
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:
        

GRAPHIC

2777 Summer Street, Suite 602
Stamford, Connecticut 06905
(203) 961-9106

Dear Fellow Stockholder:

        On behalf of the board of directors of Information Holdings Inc., I cordially invite you to attend a special meeting of stockholders of Information Holdings to be held at The Stamford Marriott Hotel, Two Stamford Forum, Stamford, Connecticut 06901 at 2:00 p.m., Eastern Daylight Time, on Tuesday, August 31, 2004. Holders of record of Information Holdings common stock at the close of business on July 26, 2004 will be entitled to vote at the special meeting or any adjournment or postponement of that meeting.

        At the special meeting, we will ask you to adopt the merger agreement that we entered into on June 28, 2004 with The Thomson Corporation, an Ontario, Canada corporation, and Thyme Corporation, a Delaware corporation and an indirect wholly owned subsidiary of Thomson. As a result of the merger, Information Holdings will become an indirect wholly owned subsidiary of Thomson.

        We are also asking you to expressly grant the authority to vote your shares to adjourn the special meeting, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the special meeting to adopt the merger agreement.

        If the merger is completed, you will be entitled to receive $28.00 in cash, without interest, for each share of Information Holdings common stock that you own and you will have no ongoing ownership interest in the continuing business of Information Holdings. On July 26, 2004, the closing price of our common stock was $27.19. When you consider the recommendation of our board of directors to adopt the merger agreement, you should be aware that some of the members of our board of directors and our executive officers have interests in the merger that may be different than, or in addition to, the interests of Information Holdings' stockholders.

        Our board of directors carefully reviewed and considered the terms and conditions of the proposed merger. Based on its review, the board of directors has unanimously determined that the terms of the merger agreement and the merger are advisable and are fair to and in the best interests of Information Holdings and its stockholders.


THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE
"FOR"
THE ADOPTION OF THE MERGER AGREEMENT.
YOUR VOTE IS IMPORTANT.

        We cannot complete the merger unless all of the conditions to closing are satisfied, including the adoption of the merger agreement by holders of a majority of the outstanding shares of Information Holdings common stock. In the material accompanying this letter, you will find a Notice of Special Meeting of Stockholders, a proxy statement relating to the actions to be taken by our stockholders at the special meeting and a proxy card. The proxy statement includes important information about the proposed merger. We encourage you to read the entire proxy statement carefully.

        All of our stockholders are cordially invited to attend the special meeting in person. Whether or not you plan to attend the special meeting, however, please complete, sign, date and return your proxy card in the enclosed envelope. It is important that your shares be represented and voted at the special meeting. If you attend the special meeting, you may vote in person as you wish, even though you have previously returned your proxy card.

        On behalf of the board of directors, I thank you for your support and urge you to vote "FOR" the adoption of the merger agreement.

Sincerely,

GRAPHIC

MASON P. SLAINE
 President and Chief Executive Officer

July 27, 2004

GRAPHIC

2777 Summer Street, Suite 602
Stamford, Connecticut 06905
(203) 961-9106

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held On August 31, 2004

Dear Fellow Stockholder:

        You are cordially invited to attend the Special Meeting of Stockholders of Information Holdings Inc., a Delaware corporation ("Information Holdings"), that will be held at The Stamford Marriott Hotel, Two Stamford Forum, Stamford, Connecticut 06901 at 2:00 p.m., Eastern Daylight Time, on Tuesday, August 31, 2004 (the "Special Meeting"), for the following purposes:

1.
To consider and vote upon a proposal to adopt the Agreement and Plan of Merger, dated as of June 28, 2004, among Information Holdings, The Thomson Corporation, an Ontario, Canada corporation ("Thomson"), and Thyme Corporation, a Delaware corporation and an indirect wholly owned subsidiary of Thomson ("Thyme");

2.
To grant the persons named as proxies discretionary authority to vote to adjourn the Special Meeting, if necessary; and

3.
To transact such other business that may properly come before the Special Meeting or any postponement or adjournment of the meeting.

        The board of directors of Information Holdings has unanimously determined that the merger is advisable and in the best interests of Information Holdings and its stockholders and unanimously recommends that you vote to adopt the merger agreement. The board of directors of Information Holdings also unanimously recommends that you expressly grant the authority to vote your shares to adjourn the Special Meeting, if necessary. We urge you to carefully read the accompanying proxy statement which more fully describes the details of the merger and other important information relating to the merger.

        Stockholders of record at the close of business on July 26, 2004 are entitled to notice of and to vote at the Special Meeting and any adjournment or postponement of the meeting. At the close of business on July 26, 2004, there were outstanding 20,921,964 shares of our common stock. For 10 days prior to the Special Meeting, a complete list of the stockholders entitled to vote at the meeting will be available for examination by any stockholder for any purpose relating to the meeting during ordinary business hours at the principal offices of Information Holdings. All stockholders are cordially invited to attend the Special Meeting in person. Adoption of the merger agreement will require the affirmative vote of the holders of a majority of outstanding shares of Information Holdings common stock.

        You should not send your Information Holdings stock certificate with your proxy card. Upon closing of the merger, you will be sent instructions regarding the procedure to exchange your stock certificates for the merger consideration. Holders of Information Holdings common stock are entitled to appraisal rights under Delaware law if they meet certain conditions described in the accompanying proxy statement.

        Even if you plan to attend the Special Meeting in person, we request that you complete, sign, date and return the enclosed proxy card to ensure that your shares will be represented at the Special Meeting if you are unable to attend. If you sign, date and mail your proxy card without indicating how you wish to vote, your proxy will be counted as a vote in favor of adoption of the merger agreement. If you fail to return your proxy card, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting and will have the same effect as a vote against adoption of the merger agreement. If you do attend the Special Meeting and wish to vote in person, you may


withdraw your proxy and vote in person. If your shares are held in the name of your broker, bank or other nominee, you must obtain a proxy, executed in your favor, from the holder of record to be able to vote at the Special Meeting.


THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE
"FOR"
THE ADOPTION OF THE MERGER AGREEMENT.
YOUR VOTE IS IMPORTANT.

        No person has been authorized to give any information or to make any representations other than those set forth in the proxy statement in connection with the solicitation of proxies made hereby, and, if given or made, such information must not be relied upon as having been authorized by Information Holdings or any other person.

By Order of the Board of Directors,

GRAPHIC

MASON P. SLAINE
 President and Chief Executive Officer

July 27, 2004

        The proxy statement is dated July 27, 2004, and is first being mailed to stockholders of Information Holdings on or about July 30, 2004.

        Neither the United States Securities and Exchange Commission nor any state securities regulator has approved or disapproved the merger described in the proxy statement or determined if the proxy statement is adequate or accurate. Any representation to the contrary is a criminal offense.


TABLE OF CONTENTS

SUMMARY OF TERMS   1

QUESTIONS AND ANSWERS ABOUT THE MERGER
 
7

CAUTION REGARDING FORWARD-LOOKING STATEMENTS
 
9

PARTICIPANTS
 
10
  Information Holdings Inc.   10
  The Thomson Corporation   10
  Thyme Corporation   10

THE SPECIAL MEETING
 
11
  Date, Time and Place   11
  Purpose of the Special Meeting   11
  Record Date; Stock Entitled to Vote   11
  Quorum; Vote Required   11
  Voting of Proxies   12
  Revocability of Proxies   12
  Solicitation of Proxies   13
  Delivery of this Proxy Statement to Multiple Stockholders with the Same Address   13

THE MERGER
 
14
  Background of the Merger   14
  Reasons for the Merger   17
  Opinion of Morgan Stanley   19
  Recommendation of our Board of Directors   25
  Interests of Our Directors and Executive Officers in the Merger   25
  Appraisal Rights   29
  Delisting and Deregistration of Our Common Stock   32
  Material U.S. Federal Income Tax Consequences of the Merger   32
  Regulatory Matters   34
  Litigation Related to the Merger   34

THE MERGER AGREEMENT
 
35
  Merger Consideration   35
  Conversion of Shares; Procedure for Receiving Merger Consideration   35
  Effect on Information Holdings Stock Options   36
  Effective Time of the Merger   36
  Representations and Warranties   36
  Conduct of Business Prior to Closing   38
  Proxy Statement and Stockholders Meeting   40
  Additional Agreements   41
  No Solicitations by Information Holdings   42
  Conditions to the Merger   44
  Termination of the Merger Agreement   45
  Termination Fee   47
  Expenses   48
  Amendment; Waiver   48

THE VOTING AND PROXY AGREEMENT
 
49

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
51

MARKET FOR THE COMMON STOCK; DIVIDEND DATA
 
53

OTHER MATTERS
 
54
  Adjournments   54
  Stockholder Nominations and Proposals   54
  Where You Can Find More Information   54

ANNEX A — Agreement and Plan of Merger, dated as of June 28, 2004, among Information Holdings
                       Inc., The Thomson Corporation and Thyme Corporation
 
A-1

ANNEX B — Opinion of Morgan Stanley & Co. Inc.  
 
B-1

ANNEX C — Section 262 of the Delaware General Corporation Law
 
C-1


SUMMARY OF TERMS

        This summary highlights selected information from this proxy statement and may not contain all of the information that is important to you when considering the merger. To understand the merger fully and for a more complete description of the legal terms of the merger, you should read carefully this entire proxy statement and the documents to which we refer. See "Other Matters—Where You Can Find More Information" (page 54). We have included page references in parentheses to direct you to a more complete description of the topics presented in this summary. The merger agreement is attached as Annex A to this proxy statement. We encourage you to carefully read the merger agreement because it is the legal document that governs the merger.

Participants (page 10).

        Information Holdings Inc. (page 10).    We are a leading provider of information products and services to intellectual property and life science markets. Information Holdings' data businesses, which include Micropatent, Master Data Center and IDRAC, provide a broad array of databases, information products and complementary services for intellectual property and regulatory professionals. Information Holdings' Liquent unit is a provider of life science regulatory intelligence and publishing solutions.

        The Thomson Corporation (page 10).    Thomson, with 2003 revenues of $7.6 billion from continuing operations, is a global leader in providing integrated information solutions to business and professional customers. Thomson provides value-added information, software tools and applications to more than 20 million users in the fields of scientific research and healthcare, law, tax, accounting, financial services, higher education, reference information, and corporate training and assessment.

        Thyme Corporation (page 10).    Thyme is a Delaware corporation and an indirect wholly owned subsidiary of Thomson. It has not engaged in any business activity other than in connection with the merger.

The Merger (page 14).

        Under the merger agreement, Thyme will merge with and into Information Holdings. After the merger, Thomson will own indirectly all of our outstanding stock. Our stockholders will receive cash in the merger in exchange for their Information Holdings common stock.

Merger Consideration (page 35).

        If the merger is completed, unless you dissent and seek appraisal of the fair value of your shares, you will receive $28.00 in cash in exchange for each share of Information Holdings common stock that you own. This amount is without interest and is subject to any applicable withholding taxes. After the merger is completed, you will have the right to receive the merger consideration, but you will no longer have any rights as an Information Holdings stockholder. You will receive the merger consideration after exchanging your stock certificate in accordance with the instructions contained in the letter of transmittal to be sent to you shortly after completion of the merger.

Effect on Information Holdings Stock Options (page 36).

        At the effective time of the merger, each outstanding option to purchase our common stock granted under our stock option plan will become fully vested and exercisable. Each stock option outstanding at the effective time of the merger will be cancelled and converted into the right to receive an amount in cash equal to (i) the excess of $28.00 over the applicable exercise price of such stock option, if any, multiplied by (ii) the number of shares subject to such stock option at the time of such cancellation. This amount is without interest and is subject to any applicable withholding taxes.

Procedure for Receiving Merger Consideration (page 35).

        Thomson will appoint an exchange agent to coordinate the payment of the cash merger consideration following the merger. The exchange agent will send you written instructions for surrendering your stock certificates and obtaining the merger consideration after we have completed the merger. Do not send your Information Holdings stock certificates now.

1

Market for the Common Stock (page 53).

        Our common stock is listed on the New York Stock Exchange under the ticker symbol "IHI." On May 20, 2004, the last full trading day prior to the publication of the Wall Street Journal article discussing the possible sale of Information Holdings, the high and low sales price as reported by the New York Stock Exchange for Information Holdings common stock was $23.92 and $23.45, respectively. On June 25, 2004, the last full trading day prior to the public announcement of the merger agreement, the high and low sales price for Information Holdings common stock was $26.44 and $25.79, respectively. On July 26, 2004, the last full trading day prior to the date of this proxy statement, the high and low sales price for Information Holdings common stock was $27.21 and $27.15, respectively. Our stock price can fluctuate broadly even over short periods of time. It is impossible to predict the actual price of our stock immediately prior to the Special Meeting or the effective time of the merger.

Reasons for the Merger (page 17).

        In the course of reaching its decision to approve the merger and the merger agreement and to recommend that you adopt the merger agreement, our board of directors considered a number of factors in its deliberations. Those factors are described below in this proxy statement.

Voting and Proxy Agreement (page 49).

        In connection with the merger, two of our stockholders, Warburg, Pincus Ventures, L.P. and Mason P. Slaine, President and Chief Executive Officer of Information Holdings, entered into a voting and proxy agreement pursuant to which each of them agreed, severally and not jointly and in their capacities as stockholders, to vote their respective shares of Information Holdings common stock (i) in favor of the merger, the merger agreement (as amended from time to time) and the transactions contemplated by the merger agreement, (ii) against any alternative takeover proposal made by a third party and (iii) against any other action or proposal involving Information Holdings or any of its subsidiaries that is intended or could reasonably be expected to prevent or impede the merger.

        As of July 26, 2004, Warburg, Pincus Ventures, L.P. owned 6,804,762 shares of Information Holdings common stock and Mr. Slaine owned 2,000,000 shares of Information Holdings common stock (400,000 of which are issuable upon exercise of options that are vested and exercisable). This aggregate amount represents approximately 42% of the shares of Information Holdings common stock outstanding as of July 26, 2004.

Opinion of Morgan Stanley & Co. Incorporated (page 19).

        On June 27, 2004, Morgan Stanley & Co. Incorporated delivered its opinion to our board of directors. The opinion stated that, as of the date of the opinion, the $28.00 per share in cash to be received by the holders of Information Holdings common stock pursuant to the merger agreement was fair, from a financial point of view, to those holders.

        The full text of this opinion, which sets forth the assumptions made, matters considered and limitations on the review undertaken by Morgan Stanley in connection with its opinion, is attached as Annex B to this proxy statement. Morgan Stanley provided its opinion for the information and assistance of our board of directors in connection with its consideration of the merger. The opinion of Morgan Stanley is not a recommendation as to how you should vote your shares with respect to the merger agreement. We urge you to read the opinion carefully and in its entirety.

Recommendation of our Board of Directors (page 25).

        Our board of directors believes that the merger is advisable and in the best interests of Information Holdings and its stockholders. Our board of directors unanimously recommends that you vote "FOR" adoption of the merger agreement.

2


Interests of Our Directors and Executive Officers in the Merger (page 25).

        In considering the recommendation of our board of directors in favor of the merger, you should be aware that our directors and executive officers have interests in the merger that are different from, or in addition to, yours. The board of directors knew about these additional interests and considered them when it approved and adopted the merger agreement. These interests include:

        Additionally, subsequent to the execution of the merger agreement, at Thomson's request, we amended our employment agreements with each of Messrs. Nadler and Videtto for the purpose of providing for a further retention bonus payable if (i) on the one-year anniversary of the closing date of the merger, he is still employed by Information Holdings or (ii) prior to the one-year anniversary, his employment is terminated by us without cause, or not renewed. Under these amendments, each of Messrs. Nadler and Videtto are entitled to receive lump sum cash payments equal to such employee's salary as in effect on the one-year anniversary of the merger or immediately prior to his termination, as the case may be. See "Employment Agreement Amendments" (page 28).

Appraisal Rights (page 29).

        If you do not wish to accept $28.00 per share cash consideration in the merger, you have the right under Delaware law to have your shares appraised by the Delaware Chancery Court. This "right of appraisal" is subject to a number of restrictions and technical requirements. The fair value of your shares of

3


Information Holdings common stock as determined in accordance with Delaware law may be more or less than or the same as the merger consideration to be paid to non-dissenting stockholders in the merger. Merely voting against the merger agreement will not preserve your right of appraisal under Delaware law. Annex C to this proxy statement contains a copy of the Delaware statute relating to stockholders' right of appraisal. Failure to follow all of the steps required by this statute will result in the loss of your appraisal rights.

Material U.S. Federal Income Tax Consequences (page 32).

        As a result of the merger, you will be treated for U.S. federal income tax purposes as having sold or exchanged your shares for cash equal to $28.00 per share. In general, you will recognize taxable gain or loss equal to the difference, if any, between the cash you receive in the merger and your aggregate adjusted tax basis in your shares. Tax matters can be complicated and the tax consequences of the merger to you will depend on the facts of your own situation. You should consult your own tax advisor to understand fully the tax consequences of the merger to you.

Regulatory Matters (page 34).

        The Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act") prohibits us from completing the merger until we have furnished certain information and materials to the Antitrust Division of the Department of Justice and the Federal Trade Commission and the required waiting period has ended. Both Information Holdings and Thomson filed the required notification and report forms under the HSR Act on July 13, 2004. The waiting period expires at 11:59 p.m., Eastern Daylight Time, on August 12, 2004, unless earlier terminated or extended through the issuance of a request for additional information and documentary material. If either the Antitrust Division of the Department of Justice or the Federal Trade Commission were to issue Information Holdings and Thomson with a request for additional information and documentary material, the waiting period would expire at 11:59 p.m., Eastern Daylight Time, on the thirtieth calendar day after the date of substantial compliance with such request by Information Holdings and Thomson, unless terminated earlier by the Antitrust Division of the Department of Justice and the Federal Trade Commission. Thereafter, the waiting period could be extended only by court order.

        Information Holdings and Thomson notified the German Federal Cartel Office (the "FCO") on July 6, 2004 about the proposed transaction. After an initial review of the proposed transaction by the FCO, which may last for up to one month, the FCO will decide whether to clear the proposed transaction or open a second stage investigation, which may last for a further period of up to four months from the date of notification. If the FCO has found that the proposed transaction would create or strengthen a dominant position in a relevant market in Germany, the FCO may clear the transaction, subject to certain conditions, or may issue a prohibition order that would have the effect of preventing the proposed transaction from being implemented in respect of the German market.

        Information Holdings and Thomson conduct operations in a number of other foreign jurisdiction where other regulatory filings or approvals may be required or advisable in connection with the completion of the merger. We are not aware of any such filings or approvals, and if we determine that there are any such other filings or approvals which would be required or advisable, we will make the additional filings or seek the additional approvals.

The Special Meeting of Information Holdings' Stockholders (page 11).

        Date, Time and Place (page 11).    The Special Meeting will be held at The Stamford Marriott Hotel, Two Stamford Forum, Stamford, Connecticut 06901 on Tuesday, August 31, 2004, at 2:00 p.m., Eastern Daylight Time, to consider and vote upon the proposal to adopt the merger agreement and to grant the persons named as proxies discretionary authority to adjourn the Special Meeting, if necessary.

4

        Record Date; Stock Entitled to Vote (page 11).    You are entitled to vote at the Special Meeting if you owned shares of Information Holdings common stock at the close of business on July 26, 2004, the record date for the Special Meeting. You will have one vote at the Special Meeting for each share of Information Holdings common stock you owned at the close of business on the record date. On July 26, 2004, there were 20,921,964 shares of Information Holdings common stock entitled to be voted at the Special Meeting.

        Voting of Proxies (page 12).    To vote, you can either (i) complete, sign, date and return the enclosed proxy card or (ii) attend the Special Meeting and vote in person. If your shares are held in "street name" by your broker, bank or other nominee, you should instruct your broker to vote your shares by following the instructions provided by your broker. Your broker will not vote your shares without instruction from you. Remember, if you fail to instruct your broker to vote your shares, it has the same effect as a vote "AGAINST" adoption of the merger agreement.

        Vote Required (page 11).    The adoption of the merger agreement requires the affirmative vote of the holders of a majority of the outstanding shares of Information Holdings common stock at the close of business on the record date. The proposal to grant the persons named as proxies the discretionary authority to vote to adjourn the Special Meeting, if necessary, requires the approval of the holders of a majority of the shares of Information Holdings common stock present, in person or by proxy, and entitled to vote at the Special Meeting.

The Merger Agreement (page 35).

        Conditions to the Merger (page 44).    The respective obligations of us, Thomson and Thyme to complete the merger are subject to the following conditions as well as a number of non-mutual conditions set forth in the merger agreement and described below in this proxy statement under the heading "The Merger Agreement—Conditions to the Merger":


        Termination of the Merger Agreement (page 45).    Information Holdings and Thomson can mutually agree to terminate the merger agreement without completing the merger. In addition, Information Holdings and Thomson can each terminate the merger agreement under the circumstances set forth in the merger agreement and described below in this proxy statement under the heading "The Merger Agreement—Termination of the Merger Agreement".

        Termination Fee (page 47).    The merger agreement requires us to pay Thomson a termination fee in the amount of $20 million if the merger agreement is terminated under specified circumstances set forth in the merger agreement and described below in this proxy statement under the heading "Merger Agreement—Termination Fee".

        No Solicitations by Information Holdings (page 42).    We agreed that we will, we will cause our subsidiaries to, and we will use reasonable efforts to cause our officers, directors, representatives and agents to, immediately cease any discussions or negotiations that may have been ongoing with any third party with respect to a takeover proposal at the time of entering into the merger agreement. In addition, among other things, we agreed that we will not, nor will we permit any of our subsidiaries to, and we will not authorize or permit any of our officers, directors, representatives and agents to, directly or indirectly:

5


        We also agreed that neither our board of directors nor any committee of our board of directors may:

        However, prior to obtaining stockholder approval, we may engage in any of the above actions, if in response to an unsolicited takeover proposal (which our board of directors determines in good faith is reasonably likely to result in a superior proposal), our board of directors determines in good faith, after consultation with its outside legal counsel, that the failure to take such actions would be inconsistent with our board of directors' fiduciary duties to our stockholders.

6

QUESTIONS AND ANSWERS ABOUT THE MERGER

Q:
What will happen to Information Holdings as a result of the merger?

A:
If the merger is completed, we will become an indirect wholly owned subsidiary of Thomson.

Q:
What will happen to my shares of Information Holdings common stock after the merger?

A:
Upon completion of the merger, each outstanding share of Information Holdings common stock will automatically be canceled and will be converted into the right to receive $28.00 in cash, without interest and subject to any applicable withholding taxes.

Q:
Will I own any shares of Information Holdings common stock or Thomson common shares after the merger?

A:
No. You will be paid cash for your shares of Information Holdings common stock. Our stockholders will not have the option to receive Thomson common shares in exchange for their Information Holdings shares instead of cash.

Q:
What happens to Information Holdings stock options in the merger?

A:
Holders of Information Holdings stock options, whether or not then exercisable or vested, will be entitled to receive, for each stock option, an amount in cash equal to (i) the excess of $28.00 over the applicable exercise price of such stock option, if any, multiplied by (ii) the number of shares subject to such stock option at the time of such cancellation. This amount is without interest and is subject to any applicable withholding taxes.

Q:
Will the merger be taxable to me?

A:
Generally, yes. As a result of the merger, you will be treated for U.S. federal income tax purposes as having sold or exchanged your shares for cash equal to $28.00 per share. In general, you will recognize a taxable gain or loss equal to the difference, if any, between the cash you receive in the merger and your aggregate adjusted tax basis in your shares. This gain or loss will be long-term capital gain or loss if you have held your shares as a capital asset for more than one year as of effective date of the merger. You should read "The Merger—Material U.S. Federal Income Tax Consequences of the Merger" beginning on page 32 for a more complete discussion of the federal income tax consequences of the merger.

Q:
Does our board of directors recommend adoption of the merger agreement?

A:
Yes. Our board of directors unanimously recommends that our stockholders adopt the merger agreement. Our board of directors considered many factors in deciding to recommend the adoption of the merger agreement. These factors are described below in this proxy statement.

Q:
What vote of the stockholders is required to adopt the merger agreement?

A:
To adopt the merger agreement, stockholders of record as of July 26, 2004 holding at least a majority of the outstanding shares of Information Holdings common stock entitled to vote must vote "FOR" the adoption of the merger agreement. There are 20,921,964 shares of Information Holdings common stock entitled to be voted at the Special Meeting.

Q:
Am I entitled to appraisal rights?

A:
Yes. Under Delaware law, you have the right to seek appraisal of the fair value of your shares as determined by the Delaware Court of Chancery if the merger is completed, but only if you submit a written demand for an appraisal before the vote on the merger agreement, do not vote in favor of adopting the merger agreement and comply with the Delaware law procedures explained in this proxy statement.

Q:
What do I need to do now?

A:
We urge you to read this proxy statement carefully, including its annexes, and consider how the merger affects you. Then mail your completed, dated and signed proxy card in the enclosed return envelope as soon as possible so that your shares can be voted at the Special Meeting.

7

Q:
What happens if I do not return a proxy card?

A:
The failure to return your proxy card will have the same effect as voting against adoption of the merger agreement.

Q:
May I vote in person?

A:
Yes. You may vote in person at the meeting, rather than signing and returning your proxy card, if you own shares in your own name. However, we encourage you to return your signed proxy card to ensure that your shares are voted. You may also vote in person at the Special Meeting if your shares are held in "street name," through a broker or bank provided that you bring a legal proxy from your broker or bank and present it at the Special Meeting. You may also be asked to present photo identification for admittance.

Q:
May I change my vote after I have mailed my signed proxy card?

A:
Yes. You may change your vote at any time before the shares reflected on your proxy card are voted at the Special Meeting. You can do this in one of three ways. First, you can send a written, dated notice to our Corporate Secretary stating that you would like to revoke your proxy. Second, you can complete, sign, date and submit a new proxy card. Third, you can attend the meeting and vote in person. Your attendance alone will not revoke your proxy. If you have instructed a broker to vote your shares, you must follow the directions received from your broker to change your instructions.

Q:
If my shares are held in "street name" by my broker, will my broker vote my shares for me?

A:
Your broker will not vote your shares without instructions from you. You should instruct your broker to vote your shares, following the procedure provided by your broker. Without instructions, your shares will not be voted, which will have the same effect as voting against adoption of the merger agreement.

Q:
Should I send in my stock certificates now?

A:
No. After the merger is completed, you will receive written instructions for exchanging your shares of Information Holdings common stock for the merger consideration of $28.00 in cash, without interest and subject to applicable tax withholdings, for each share of Information Holdings common stock.

Q:
When do you expect the merger to be completed?

A:
We are working toward completing the merger as quickly as possible. In addition to obtaining stockholder approval, we must obtain applicable regulatory approvals and satisfy all other closing conditions. However, we cannot assure you that all conditions to the merger will be satisfied or, if satisfied, the date by which they will be satisfied.

Q:
When will I receive the cash consideration for my shares of Information Holdings common stock?

A:
After the merger is completed, you will receive written instructions, including a letter of transmittal, that explain how to exchange your shares for the cash consideration paid in the merger. After you properly return and complete the required documentation described in the written instructions, you will receive from the exchange agent a payment of the cash consideration for your shares.

Q:
Who can help answer my questions?

A:
If you would like additional copies, without charge, of this proxy statement or if you have questions about the merger, including the procedures for voting your shares, you may contact us or our information agent as follows:

Corporate Secretary
c/o Information Holdings Inc.
2777 Summer Street, Suite 602
Stamford Connecticut 06905
(203) 961-9106		   MacKenzie Partners, Inc.
156 Fifth Avenue
9th Floor
New York, NY 10010
(800) 322-2885

8


CAUTION REGARDING FORWARD-LOOKING STATEMENTS

        The statements contained in this proxy statement relating to the closing of the merger and other future events are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements involve risks and uncertainties that could cause actual results to differ materially, including risks relating to receiving the approval of a majority of our outstanding shares, the ability to consummate the merger, receiving required regulatory approvals, satisfying other conditions to the closing of the merger and other matters.

        For a detailed discussion of other risk factors, please refer to our Annual Report on Form 10-K for the fiscal year ended December 31, 2003, which we have filed with the Securities and Exchange Commission. Copies of the foregoing documents and other documents filed by Information Holdings with the Securities and Exchange Commission may be obtained free of charge from the Securities and Exchange Commission's website at www.sec.gov, Information Holdings' website at www.informationholdings.com or by directing a request to the Corporate Secretary c/o Information Holdings Inc., 2777 Summer Street, Suite 602, Stamford Connecticut 06905. See also "Other Matters—Where You Can Find More Information."

        We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

9


PARTICIPANTS

Information Holdings Inc.

        We are a leading provider of intellectual property and regulatory information products, software and services to professional end-users. We provide a broad array of databases, information products, software and complementary services for intellectual property and regulatory professionals through four primary business units: (i) MicroPatent; (ii) Master Data Center; (iii) IDRAC; and (iv) Liquent. MicroPatent, acquired in 1997, is a leading provider of patent and trademark information to intellectual property professionals in corporate and legal markets. Master Data Center, acquired in 1999, provides specialized services and software that enable customers to manage intellectual property portfolios. IDRAC and Liquent, both acquired in 2001, provide content assembly, publishing and information solutions, primarily to regulatory professionals in the life sciences industry. Information Holdings' MicroPatent, Master Data Center and IDRAC units comprise our data segment and Information Holdings' Liquent unit comprises our software segment.

        Our common stock is listed on the New York Stock Exchange under the symbol "IHI." We are incorporated under the laws of the State of Delaware. Our executive offices are located at 2777 Summer Street, Suite 602, Stamford, Connecticut 06905. Our telephone number is (203) 961-9106. Our website is www.informationholdings.com. Information contained on our website does not constitute a part of this proxy statement.

The Thomson Corporation

        Thomson, with 2003 revenues of $7.6 billion from continuing operations, is a global leader in providing integrated information solutions to business and professional customers. Thomson provides value-added information, software tools and applications to more than 20 million users in the fields of scientific research and healthcare, law, tax, accounting, financial services, higher education, reference information, and corporate training and assessment.

        Thomson's common shares are listed on the New York Stock Exchange and the Toronto Stock Exchange under the symbol "TOC." Thomson is incorporated under the laws of Ontario, Canada. Its executive offices in the U.S. and Canada are located at (i) Metro Center, One Station Place, Stamford, Connecticut 06902, U.S. and (ii) Suite 2706, Toronto Dominion Bank Tower, P.O. Box 24, Toronto- Dominion Centre, Toronto, Ontario M5K 1A1, Canada. Thomson's telephone numbers in the U.S. and Canada are (203) 539-8000 and (416) 360-8700, respectively. Thomson's website is www.thomson.com. Information contained on its website does not constitute a part of this proxy statement.

Thyme Corporation

        Thyme is an indirect wholly owned subsidiary of Thomson and has not engaged in any business activity other than in connection with the merger. Thyme's executive offices are located at Metro Center, One Station Place, Stamford, Connecticut 06902. Thyme's telephone number is (203) 539-8000.

10


THE SPECIAL MEETING

        We are furnishing this proxy statement to you as part of the solicitation of proxies by our board of directors for use at the Special Meeting.

Date, Time and Place

        The Special Meeting will be held at The Stamford Marriott Hotel, Two Stamford Forum, Stamford, Connecticut 06901 at 2:00 p.m., Eastern Daylight Time on Tuesday, August 31, 2004.

Purpose of the Special Meeting

        You will be asked at the Special Meeting to adopt the merger agreement. Our board of directors (i) has unanimously determined that the merger is advisable and fair to, and in the best interests of, us and our stockholders, (ii) has unanimously approved and adopted the merger agreement and (iii) unanimously recommends that our stockholders vote "FOR" approval and adoption of the merger agreement. If necessary, you will also be asked to vote on a proposal to grant the persons named as proxies discretionary authority to vote to adjourn the Special Meeting to satisfy the conditions to completing the merger as set forth in the merger agreement, including for the purpose of soliciting proxies to vote in favor of adoption of the merger agreement.

Record Date; Stock Entitled to Vote

        Only holders of record of Information Holdings common stock at the close of business on July 26, 2004, the record date, are entitled to notice of and to vote at the Special Meeting. Holders of record of Information Holdings common stock on the record date are entitled to one vote per share at the Special Meeting on each proposal presented. If you own shares that are registered in someone else's name, for example, a broker, you need to direct that person to vote those shares or obtain an authorization from them and vote the shares yourself at the Special Meeting. On the record date, 20,921,964 shares of Information Holdings common stock were issued and outstanding and held by approximately 15 holders of record.

Quorum; Vote Required

        A quorum is necessary to hold the Special Meeting. A quorum will be present at the Special Meeting if a majority of the outstanding shares of Information Holdings common stock entitled to vote on the record date are represented in person or by proxy. In the event that a quorum is not present at the Special Meeting, or there are not sufficient votes at the time of the Special Meeting to adopt the merger agreement, it is expected that the meeting will be adjourned or postponed to solicit additional proxies if the holders of a majority of the shares of our common stock present, in person or by proxy, and entitled to vote at the Special Meeting approve an adjournment.

        The approval and adoption of the merger agreement requires the affirmative vote of the holders of a majority of the outstanding shares of Information Holdings common stock on the record date. The approval of the grant of authority to vote to adjourn the Special Meeting requires the affirmative vote of the holders of a majority of the shares of Information Holdings common stock present, in person or by proxy, and entitled to vote at the Special Meeting.

11

Voting of Proxies

        All shares represented by properly executed proxies received in time for the Special Meeting will be voted at the Special Meeting in the manner specified by the holders. To vote, please complete, sign, date and return the enclosed proxy card. If you attend the Special Meeting and wish to vote in person, you may withdraw your proxy and vote in person. If your shares are held in the name of your broker, bank or other nominee, you must obtain a proxy, executed in your favor, from the holder of record to be able to vote at the Special Meeting.

        Shares affirmatively voted for the adoption of the merger agreement will be counted "FOR" that proposal. Properly executed proxies that do not contain voting instructions will be voted "FOR" the adoption of the merger agreement and "FOR" approval of the proposal to grant the persons named as proxies discretionary authority to vote to adjourn the Special Meeting. If you do not execute a proxy card, it will have the same effect as a vote "AGAINST" the adoption of the merger agreement and will have no effect on the proposal to grant authority to vote to adjourn the Special Meeting.

        Shares of Information Holdings common stock represented at the Special Meeting but not voted, including shares of Information Holdings common stock for which proxies have been received but for which stockholders have abstained, will be treated as present at the Special Meeting for purposes of determining whether a quorum exists and will have the same effect as a vote "AGAINST" the adoption of the merger agreement and the proposal to grant authority to vote to adjourn the Special Meeting.

        Under the rules of the New York Stock Exchange, brokers who hold shares in street name for customers have the authority to vote on "routine" proposals when they have not received instructions from beneficial owners. However, brokers are precluded from exercising their voting discretion with respect to approval of non-routine matters, such as the adoption of the merger agreement and, as a result, absent specific instructions from the beneficial owner of such shares, brokers are not empowered to vote those shares, referred to generally as "broker non-votes." Broker non-votes will be treated as shares that are present and entitled to vote at the Special Meeting for purposes of determining whether a quorum exists and will have the same effect as votes "AGAINST" the adoption of the merger agreement. Broker non-votes will have no effect on the proposal to grant the authority to vote to adjourn the Special Meeting.

        We do not expect that any matter other than the proposal to adopt the merger agreement and, if necessary, the proposal to grant the persons named as proxies discretionary authority to vote to adjourn the Special Meeting will be brought before the Special Meeting. If, however, any other matters are properly presented at the Special Meeting, the persons named as proxies will vote in accordance with their judgment as to matters that they believe to be in the best interests of our stockholders.

Revocability of Proxies

        The grant of a proxy on the enclosed proxy card does not preclude a stockholder from voting in person at the Special Meeting. You may revoke your proxy at any time before the shares reflected on your proxy card are voted at the Special Meeting by:

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        Your attendance at the Special Meeting will not in and of itself constitute the revocation of a proxy. If you have instructed your broker to vote your shares, you must follow the directions received from your broker to change these instructions.

Solicitation of Proxies

        All proxy solicitation costs will be borne by us. We retained MacKenzie Partners to aid in the solicitation of proxies and to verify records relating to the solicitation. We will pay MacKenzie Partners a base fee of $10,000 and expense reimbursement for items such as mailing, copying, phone calls, faxes, travel and other related matters. The extent to which these proxy solicitation efforts will be necessary depends entirely upon how promptly proxies are received. You should send in your proxy card by mail as soon as possible. Additionally, our directors, officers, employees and agents may solicit proxies personally, or by telephone or otherwise. None of these persons will receive additional or special compensation for soliciting proxies. However, arrangements will be made with brokerage houses and other custodians, nominees and fiduciaries to forward proxies and proxy material to their principals and to obtain voting instructions; Information Holdings will reimburse them for their expenses.

        You should not send your stock certificates with your proxy. A letter of transmittal with instructions for the surrender of Information Holdings' common stock certificates will be mailed to our stockholders as soon as practicable after completion of the merger.

Delivery of this Proxy Statement to Multiple Stockholders with the Same Address

        The Securities and Exchange Commission has adopted rules that permit companies and intermediaries (for example, brokers) to satisfy the delivery requirements for proxy statements with respect to two or more stockholders sharing the same address if we believe the stockholders are members of the same family by delivering a single proxy statement addressed to those stockholders. Each stockholder will continue to receive a separate proxy card or voting instruction card. This process, which is commonly referred to as "householding," potentially means extra convenience for stockholders and cost savings for companies by reducing the volume of duplicate information.

        We may send only one proxy statement to multiple stockholders that share the same address. Upon written or oral request, we will promptly supply such stockholders additional copies of the proxy statement. Such requests should be made by contacting us either by mail by writing to the Corporate Secretary c/o Information Holdings Inc., 2777 Summer Street, Suite 602, Stamford, Connecticut 06905 or by telephone at (203) 961-9106. If stockholders sharing the same address are receiving multiple copies of the proxy statement, such stockholders can request delivery of a single copy of the proxy statement by contacting us at the above address.

13


THE MERGER

        The discussion under the sections of this proxy statement entitled "The Merger" and "The Merger Agreement" summarizes the material terms of the merger. Although we believe that the description covers the material terms of the merger, this summary may not contain all of the information that is important to you. We urge you to read this proxy statement, the merger agreement and the other documents referred to herein carefully for a more complete understanding of the merger.

Background of the Merger

        In order to increase stockholder returns, we routinely evaluate opportunities to expand and strengthen our products and businesses. This evaluation also requires us to consider possible strategic alternatives and business combinations and whether it would be in the best interest of Information Holdings and our stockholders to continue as an independent company or to combine with or be acquired by another company.

        During 2003, we evaluated each of our business units with respect to financial and operating characteristics and concluded that we should focus on our intellectual property and regulatory information, software and service businesses. As a result of this decision, we divested both our science technology information segment and our information technology learning segment through the sale of the assets of CRC Press LLC, CRC Press (U.K.) LLC and Parthenon Publishing Group, Inc. in April 2003, for net proceeds of approximately $90 million, and the sale of assets of Transcender LLC in December 2003, for approximately $10 million. To enhance our Liquent business, in December 2003, we acquired the issued share capital of CDC Solutions Limited for cash consideration of approximately $26.3 million (subject to potential additional payments).

        At December 31, 2003, we had approximately $138 million in cash and investments and no debt. Our business was generating additional cash from operations and we were considering ways to maximize shareholder value, in light of the profile of our business and the potential uses of the balance of cash and investments.

        On February 24, 2004, at a regularly scheduled meeting, our board of directors unanimously approved the engagement of Morgan Stanley to represent us as our financial advisor with respect to a possible sale of the company. At our direction, Morgan Stanley contacted approximately 50 strategic and financial buyers to determine whether they would be interested in pursuing a strategic transaction with us. Between April 12 and May 14, 2004, with the assistance of both Morgan Stanley and our counsel Willkie Farr & Gallagher LLP, we negotiated and executed approximately 18 confidentiality agreements with both strategic and financial potential buyers.

        On April 20, 2004, our board of directors convened for a regularly scheduled quarterly meeting. At the meeting, our board discussed operating results, corporate governance and strategic alternatives to increase shareholder value, including the possible sale of the company. Mr. Slaine identified the prospective interested parties and informed the directors of a proposed timetable for the sale. Mr. Slaine also indicated that Morgan Stanley had assembled, with information provided by Information Holdings, an informational memorandum, which it was distributing to the prospective buyers who executed confidentiality agreements, to assist them in their evaluation of Information Holdings. At the meeting, the board of directors also discussed and approved retention bonus agreements with several officers of Information Holdings and its subsidiaries. See "The Merger—Interests of Our Directors and Executive Officers in the Merger—Retention Bonus Agreements."

        On May 14, 2004, the closing price of our common stock was $24.84. On May 17, 2004, we received initial indications of interest from six of the 18 interested persons and approved five of them for a second round of discussions. The initial indications of interest that were approved ranged in price from $24.00 per share to $30.00 per share and were made by both strategic and financial potential

14


buyers. The remaining bid was significantly below the market price of our common stock and was rejected.

        On May 21, 2004, the Wall Street Journal published an article suggesting that we had "put [our]self up for sale" and that bidders were offering approximately $28.00 for each share of our common stock. On the same day, we issued a press release that we were "evaluating strategic alternatives to increase shareholder value, including a possible sale or recapitalization of the Company." On May 21, 2004, the closing price of our common stock increased to $27.50.

        Between May 21 and June 10, 2004, our senior management made presentations to the five potential buyers. On May 25, 2004, the potential buyers were also granted access to the on-line data room we established for their due diligence investigation. During the following four-week period, these parties conducted an in-depth due diligence review of us and our subsidiaries. The investigations included consultations and interviews with our management, legal counsel and independent auditor, Ernst & Young LLP. We also responded to numerous requests for documents and information submitted by the potential buyers and their advisors.

        On June 22, 2004, two bidders, both strategic buyers, submitted formal bids and markups of the transaction documents previously circulated by Willkie Farr. Both proposals provided for an all-cash acquisition. Thomson offered $28.00 per share with no material conditions to the execution of a merger agreement other than (i) the execution of a voting agreement by Warburg, Pincus Ventures, L.P. and Mr. Slaine, (ii) amendments to existing employment agreements with certain of our senior executives, including Mr. Slaine, and (iii) releases from Warburg, Pincus Ventures, L.P., Mr. Slaine and Michael E. Danziger, a member of our board of directors, of any claim that relates to certain lawsuits in which they are a party, namely, Venturetek, L.P. v. Rand Publishing Co., et al., and Venturetek, L.P. v. Information Holdings Inc. The other bidder requested the execution of a voting agreement, employment agreements by certain of our executive officers and other ancillary agreements. However, it also conditioned the acquisition of Information Holdings with a simultaneous sale to a third party of certain of our businesses.

        On June 24, 2004, members of senior management and representatives of Morgan Stanley and Willkie Farr convened with members of the board of directors to discuss the results of the sale process. Morgan Stanley described the process that had been conducted to date, identified the parties from which bids were received and summarized the information provided and the opportunities made available to the bidders to receive additional information. Morgan Stanley reviewed the financial terms of the formal proposals and the conditions proposed by the lower bidder. Willkie Farr then summarized the draft merger agreement, voting agreement and other contracts presented by the bidders and reviewed with the board of directors its fiduciary duties under applicable law. Willkie Farr also summarized certain conflicts of interest management may have as a result of the existence of employment agreements with change in control provisions, retention bonus agreements, severance payments and the acceleration of stock options. See "The Merger—Interests of Our Directors and Executive Officers in the Merger."

        At the meeting, the key issues that the board of directors focused on were price and certainty of closing. Because both bidders were strategic buyers, the board of directors also discussed the risks associated with any regulatory approvals. After lengthy discussion of these issues, the board of directors did not make a decision regarding any particular course of action. While the members agreed that the Thomson bid was within an attractive range for Information Holdings' stockholders, they also determined, based in part on the advice of Morgan Stanley and Willkie Farr, that each bidder should be given the opportunity to enhance its bid as to value and certainty. Our board of directors also agreed to allow the lower bidder to engage in discussions with a third party relating to a possible simultaneous sale of certain of our businesses. All members of the board of directors, except for Keith Jarrett, were present at meeting.

15


        On June 24, 2004 and over the course of the next three days, members of our management and representatives of Morgan Stanley and Willkie Farr participated in numerous lengthy discussions with the investment bankers and counsel representing each of the bidders regarding the open issues in each of their proposals. This included several discussions regarding the terms of the merger agreement, particularly, the definition of material adverse effect, the non-solicitation provision, covenants relating to regulatory approvals, covenants relating to our business activities between the time of executing the merger agreement and the closing of the merger, Thomson's access to information as well as discussions regarding the non-competition covenant in Mr. Slaine's employment agreement and other employment related issues.

        On June 25, 2004, Willkie Farr distributed revised drafts of the contracts to each of the bidders and negotiations continued between Willkie Farr, Morgan Stanley and representatives of each of the bidders. During the course of these discussions, the lower bidder made significant progress in eliminating open issues with respect to its contract (but for its condition to engage a third party for a possible simultaneous sale of certain of our businesses). Each of the bidders was then advised that there would be a discussion between Morgan Stanley, Willkie Farr, Information Holdings' management team and an outside member of our board of directors on the morning of June 26, 2004 to review the proposals. The bidders were instructed to inform our board of directors of any additional items, clarifications or improvements in their bid before this meeting. Drafts of the merger agreement were also delivered to each member of our board of directors.

        On June 26, 2004, representatives of Morgan Stanley and Willkie Farr convened with members of management of Information Holdings and one outside director to apprise them of the status of the negotiations. Morgan Stanley informed those present that the lower bidder had in fact increased its bid from its initial proposal, but that it still remained lower in price than Thomson's bid. In addition, the lower bidder also indicated that the third party with whom it was engaged in discussions would require additional time to conduct further due diligence. Morgan Stanley also informed those present that Thomson's representatives advised them that Thomson was not prepared to increase its price. As a result of the discussion, the group focused its efforts on finalizing the terms of the Thomson merger agreement. On June 26, 2004, our board of directors also agreed to convene the next day to consider the status of the proposals. On June 26, 2004, Willkie Farr distributed a revised draft of the merger agreement to Thomson.

        On June 27, 2004, we negotiated the remaining open issues with Thomson and its representatives and distributed a draft of the merger agreement to each member of our board of directors in advance of the meeting. At Thomson's request, Information Holdings executives Mr. Slaine and Mr. Nadler participated in a telephone conference with Thomson executive Vin Caraher, President of Thomson Scientific, regarding Mr. Nadler's continuing role with the surviving corporation. Thereafter, Thomson withdrew the condition that Mr. Nadler and Mr. Videtto execute amendments to their employment agreements prior to Thomson signing the merger agreement, indicating that it would work with Mr. Nadler and Mr. Videtto after a merger agreement was executed to come to terms on employment arrangements for them. By the end of the day, the only open issue between the parties concerned the covenant relating to Information Holdings' ability to act in the ordinary course of business between the time of signing the merger agreement and the closing of the merger. Shortly before the meeting of our board of directors took place, Mr. Slaine and Robert Cullen, Chief Executive Officer of Thomson Scientific & Healthcare, held a telephone conference and resolved this issue.

        At 8:30 p.m. on June 27, 2004, all of the members of our board of directors met with representatives of senior management, Morgan Stanley and Willkie Farr. At this meeting, representatives of Morgan Stanley again summarized the process that had been conducted and the terms of the Thomson proposal. Morgan Stanley then presented its financial analysis of the proposed transaction with Thomson and delivered its opinion to our board of directors that, as of June 27, 2004, and based upon and subject to the factors and assumptions set forth in the opinion, the cash

16


consideration of $28.00 per share to be paid to the holders of Information Holdings common stock pursuant to the merger agreement was fair from a financial point of view to such holders. Willkie Farr then summarized the merger agreement for our board of directors and reviewed the key issues that had been negotiated in connection with the merger agreement, as well as certain conflicts of interests of certain executive officers. Willkie Farr further explained that Warburg, Pincus Ventures L.P., the largest stockholder of Information Holdings, and Mr. Slaine had agreed to execute an agreement to vote their shares in favor of the transaction and that Mr. Slaine had agreed to amend his employment agreement to provide that his covenant not to compete would survive termination of his employment agreement as well as to broaden the scope of his non-competition clause.

        Following extensive discussion and consideration, our board of directors, by unanimous vote, determined that the merger was fair to, and in the best interests of, Information Holdings and its stockholders, declared the merger advisable, approved the merger agreement and resolved to recommend that the holders of Information Holdings common stock adopt the merger agreement.

        The parties signed the merger agreement at approximately 2:00 a.m., Eastern Daylight Time, on June 28, 2004, and jointly announced the merger to the public before the opening of trading that morning.

Reasons for the Merger

        At a meeting held on June 27, 2004, our board of directors unanimously determined that the merger with Thomson and the merger agreement are in the best interests of Information Holdings' stockholders. In reaching its decision, our board of directors consulted with senior members of Information Holdings' management team and with representatives of both Morgan Stanley and Willkie Farr. Based on these consultations and the factors discussed below, our board of directors concluded that the merger agreement with Thomson is advisable and in the best interests of our stockholders and would yield the highest value for our stockholders.

        In the course of reaching its decision to approve the merger and the merger agreement and to recommend that you adopt the merger agreement, our board of directors considered a number of potentially positive factors in its deliberations, including the following:

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Share Price
   Premium to
Average Closing
Share Price from
June 21, 2004
   Premium to
Average Closing
Share Price from
May 20, 2004
  
Prior Day   7 % 18 %
One Month Prior   5 % 15 %
Three Months Prior   16 % 24 %
Six Months Prior   21 % 26 %
One Year Prior   32 % 38 %
Two Years Prior   46 % 45 %

        Our board of directors also considered a number of potentially countervailing factors in its deliberations concerning the merger, but ultimately concluded that such factors did not outweigh the benefits of the merger to us and our stockholders. These potentially countervailing factors include the following:

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        Our board of directors also considered the interests of our directors and executive officers in the merger, which are described below under "The Merger—Interests of Our Directors and Executive Officers in the Merger."

        The preceding discussion is not meant to be an exhaustive description of the information and factors considered by our board of directors but is believed to address the material information and factors considered. In view of the wide variety of factors considered in connection with its evaluation of the merger and the complexity of these matters, our board of directors did not find it practicable to, and did not, quantify or otherwise attempt to assign relative weights to the various factors considered in reaching its determination. In considering the factors described above, individual members of our board of directors may have given different weight to different factors.

Opinion of Morgan Stanley

        Pursuant to the terms of a letter agreement, Morgan Stanley was engaged to provide financial advisory services to Information Holdings in connection with the potential sale of Information Holdings. Morgan Stanley was selected by the Information Holdings' board of directors to act as its financial advisor for the sale based on Morgan Stanley's qualifications, expertise and reputation, as well as its knowledge of the business and affairs of Information Holdings and the industry in which Information Holdings operates.

        On June 27, 2004, Morgan Stanley delivered its oral opinion to the Information Holdings board of directors, subsequently confirmed in writing, that, as of that date, the consideration of $28.00 per share to be received by the holders of shares of common stock of Information Holdings pursuant to the merger agreement was fair from a financial point of view to such holders.

        The full text of Morgan Stanley's written opinion dated June 27, 2004, which sets forth assumptions made, procedures followed, matters considered and limitations on the scope of the review undertaken by Morgan Stanley in rendering its opinion, is attached as Annex B to this proxy statement. Morgan Stanley's written opinion is directed to our board of directors and only addresses the fairness of the consideration of $28.00 for each share of Information Holdings common stock from a financial point of view as of the date of the opinion. Morgan Stanley's written opinion does not address any other aspect of the merger and does not constitute a recommendation to any Information Holdings stockholder as to how to vote at the Information Holdings stockholder meeting. The following is a summary of the Morgan Stanley opinion. Information Holdings stockholders are urged to read the entire opinion.

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        In arriving at its written opinion, Morgan Stanley, among other things:

        Morgan Stanley assumed and relied upon without independent verification the accuracy and completeness of the information reviewed by it. With respect to the financial projections, Morgan Stanley assumed that they were reasonably prepared on bases reflecting best available estimates and judgments of the future financial performance of Information Holdings.

        In addition, Morgan Stanley assumed that the merger will be consummated in accordance with the terms set forth in the merger agreement. Morgan Stanley assumed that in connection with the receipt of all necessary regulatory approvals for the proposed merger, no restrictions would be imposed that would have a material adverse affect on the consummation of the merger as contemplated in the merger agreement. Morgan Stanley did not make any independent valuation or appraisal of the assets or liabilities of Information Holdings, nor was Morgan Stanley furnished with any such appraisals. Morgan Stanley's opinion was based on financial, economic, market and other conditions as in effect on, and the information made available to it as of, the date of its opinion.

        The following is a brief summary of the material financial analyses performed by Morgan Stanley in preparing its opinion. Some of these summaries include information presented in tabular format. In order to fully understand the financial analysis used by Morgan Stanley, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the analyses used by Morgan Stanley.

        Morgan Stanley reviewed the recent stock price performance of Information Holdings based on an analysis of the historical average closing prices and trading volumes for various periods from May 20, 2003 through June 21, 2004, as compared to the merger consideration of $28.00 per share. Over that period, Information Holdings common stock traded in a range from $15.50 to $27.80. The following

20

table lists the implied percentage premium of the consideration as compared to average closing stock prices over various periods:

 
   Implied Price Premium
  
Information Holdings Share Price
   Unaffected (5/20/04)(1)
   Current (6/21/04)
  
One Day Prior   18 % 7 %
One Month Prior (Avg.)   15 % 5 %
Six Months Prior (Avg.)   26 % 21 %
One Year Prior (Avg.)   38 % 32 %

Note:

(1)
Defined as price of $23.92 on May 20, 2004 (one day prior to publication of Wall Street Journal article stating that Information Holdings was for sale). Information Holdings subsequently issued a press release noting Information Holdings was "evaluating strategic alternatives to increase shareholder value".

        As part of its analysis, Morgan Stanley reviewed the recent stock price performance of Information Holdings and compared this performance with that of selected companies that shared certain characteristics with Information Holdings as well as the S&P 500. Morgan Stanley observed that over the period indicated below, the closing market prices appreciated as set forth:

 
   Appreciation
June 21, 2003 to June 21, 2004
  
Information Holdings Inc   47 %
Wolters Kluwer NV   31 %
John Wiley & Sons Inc   25 %
McGraw-Hill Inc   23 %
S&P 500   14 %
Reed Elsevier NV   7 %
The Thomson Corporation   3 %
Reed Elsevier PLC   1 %

        As part of its analysis, Morgan Stanley compared financial information of Information Holdings with corresponding financial information for several companies that share certain characteristics with

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Information Holdings. This group, which is referred to in this discussion of Morgan Stanley's analysis as the "peer group", includes:

Diversified Professional Publishing Companies
  McGraw-Hill Inc.
  Reed Elsevier PLC
  Reed Elsevier NV
  The Thomson Corporation
  Wolters Kluwer NV

Business & Reference & Other Companies
  The Dun & Bradstreet Corp
  Factset Research Systems
  John Wiley & Sons Inc.
  PRIMEDIA Inc.
  ProQuest Co.
  Taylor & Francis Informa
  United Business Media PLC

        Morgan Stanley analyzed, among other things, the current aggregate value, i.e., equity value adjusted for capital structure, of each company expressed as a multiple of 2004 estimated revenue; and the current aggregate value of each company expressed as a multiple of 2004 estimated earnings before expenses for interest, taxes, depreciation and amortization ("EBITDA") based on publicly available information and equity research reports of analysts who report on such companies. As of June 22, 2004, and based on estimates of revenue and EBITDA taken from Information Holdings management, the statistics derived from this analysis are described below:

        Representative ranges from the peer group were 2.0 to 3.0 times estimated 2004 revenue and 10.0 to 12.0 times EBITDA for the same period. Applying the representative range of peer group Aggregate Value/2004E Revenue multiples to the Information Holdings management's estimated 2004 revenue implied a range of values for Information Holdings common stock of approximately $17.33 to $22.32 per share. Applying the representative range of peer group Aggregate Value/2004E EBITDA multiples to the Information Holdings management estimated 2004 EBITDA implied a range of values for Information Holdings common stock of approximately $22.67 to $25.73 per share. Morgan Stanley noted that the closing price of Information Holdings common stock as of June 21 was $25.85 per share while the merger consideration was $28.00 per share of Information Holdings common stock. Morgan Stanley also noted that the closing price of Information Holdings common stock, as of May 20, the day before Information Holdings disclosed publicly it was pursuing strategic alternatives, was $23.92.

        No company used in the peer group comparison is identical to Information Holdings. In evaluating the peer group companies, Morgan Stanley made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of Information Holdings, e.g., the impact of competition on Information Holdings and the industry generally, industry growth and the absence of any material adverse change in the financial condition and prospects of Information Holdings or the industry or in the financial markets in general.

        As part of its analysis, Morgan Stanley reviewed the following 25 transactions involving professional information companies since 1994:

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        For each of these transactions, Morgan Stanley reviewed the prices paid and calculated the implied multiples of last twelve months revenue and EBITDA as of the transaction's announcement date. This analysis indicated representative ranges of 2.5 to 5.0 times year to date annualized revenue and 12.0 to 14.0 times EBITDA.

        Applying these ranges to the year to date annualized performance of Information Holdings implied Information Holdings share prices of $18.89 to $30.42 and $23.10 to $25.72, respectively.

        No transaction used in the analysis of selected precedent transactions is identical to the merger. In evaluating these transactions, Morgan Stanley made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of Information Holdings, e.g., the impact of competition on Information Holdings and the industry generally, industry growth and the absence of any material adverse change in the financial condition and prospects of Information Holdings or the industry or in the financial markets in general.

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        As part of its analysis, Morgan Stanley calculated the estimated present value of Information Holdings' future unlevered cash flows for the five years ending December 31, 2008 based on financial projections prepared by management and an adjusted set of projections based on discussions with Information Holdings management. The adjusted projections, or "Sensitivity Case" were developed to incorporate the effect of potential risks inherent in the business plan in the discounted cash flow analysis. The Sensitivity Case assumed a range of EBITDA margins and revenue growth rates to illustrate these risks.

        Based on current public and private-market based valuations, Morgan Stanley assumed a range of terminal EBITDA multiples from 8.0x–10.0x to calculate the value of the company's terminal cash flows. Morgan Stanley also assumed a range of discount rates from 10%–12% based on estimates of Information Holdings' weighted average cost of capital. The Sensitivity Case share prices were calculated at a 9.0x terminal multiple and an 11% discount rate. The discounted cash flow values for the Management Case and the Sensitivity case implied per share prices of Information Holdings common stock of $25.34 to $30.20 and $21.08 to $27.16, respectively.

        While discounted cash flow analysis is a widely accepted and practiced valuation methodology, it relies on a number of assumptions including growth rates, terminal multiples and discount rates. The valuation stated above is not necessarily indicative of Information Holdings' actual, present or future value or results which may be more or less favorable than suggested by this type of analysis.

        Morgan Stanley performed a variety of financial and comparative analyses for the purpose of rendering its opinion. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to a partial analysis or summary description. In arriving at its opinion, Morgan Stanley considered the results of all of its analyses as a whole and did not attribute any particular weight to any particular analysis or factor considered by it. Furthermore, Morgan Stanley believes that selecting any portion of its analyses, without considering all of its analyses, would create an incomplete view of the process underlying its analyses and the opinion. In addition, Morgan Stanley may have given various factors more or less weight than other factors and may have deemed various assumptions more or less probable than other assumptions, so that the ranges of valuations resulting from any particular analysis described above should not be taken to be Morgan Stanley's view of the actual value of Information Holdings.

        In performing its analyses, Morgan Stanley made numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the control of Information Holdings. Any estimates contained in the analyses performed by Morgan Stanley are not necessarily indicative of future results or actual values, which may be significantly more or less favorable than those suggested by such estimates. Such analyses were prepared solely as a part of Morgan Stanley's analysis of the fairness from a financial point of view of the merger consideration to the holders of shares of Information Holdings common stock pursuant to the merger agreement and were provided to our board of directors in connection with the delivery of the Morgan Stanley opinion. The analyses do not purport to be appraisals of value or to reflect the prices at which Information Holdings might actually trade. Further, the analyses should not be viewed as the sole determining factors of the value of Information Holdings. In addition, as described above, the Morgan Stanley opinion was one of the many factors taken into consideration by our board of directors in making its determination to approve the merger agreement. The merger consideration pursuant to the merger agreement was determined through arm's-length negotiations between Information Holdings and Thomson and was approved by our board of directors. Morgan Stanley did not recommend any specific consideration to Information Holdings or advise that any given consideration constituted the only appropriate consideration for the transaction.

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        Morgan Stanley is an internationally recognized investment banking and advisory firm. Morgan Stanley, as part of its investment banking business, is continuously engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, competitive biddings, secondary distributions of listed and unlisted securities, private placements and valuations for corporate, estate and other purposes. In the ordinary course of its business, Morgan Stanley and its affiliates may from time to time trade in the securities or the indebtedness of Information Holdings and Thomson and its affiliates for its own account, the accounts of investment funds and other clients under the management of Morgan Stanley and for the accounts of its customers and accordingly, may at any time hold a long or short position in such securities or indebtedness for any such account. In addition, Morgan Stanley and its affiliates have acted and from time to time may act as a counterparty to either Information Holdings or Thomson and its affiliates and have received and may receive compensation for such activities. In the past, Morgan Stanley and its affiliates have provided financial advisory and financing services for Information Holdings and Thomson and have received fees for the rendering of these services.

        Pursuant to the engagement agreement with Information Holdings, Morgan Stanley was retained to provide financial advisory services and a financial opinion letter in connection with the transaction, and Information Holdings agreed to pay Morgan Stanley fees for its services in connection with the merger, which amount would be equal to approximately $4.4 million as of June 28, 2004. Information Holdings also agreed to reimburse Morgan Stanley for expenses incurred by Morgan Stanley in performing its services. In addition, Information Holdings has also agreed to indemnify Morgan Stanley and its affiliates, their respective directors, officers, agents and employees and each person, if any, controlling Morgan Stanley or any of its affiliates against certain liabilities and expenses, including liabilities under the federal securities laws, related to or arising out of Morgan Stanley's engagement and any related transactions.

Recommendation of our Board of Directors

        At a meeting of our board of directors held on June 27, 2004, at which all of the directors were present, our board of directors concluded that the terms and provisions of the merger agreement were advisable and fair to and in the best interests of Information Holdings and our stockholders. The board members present at the meeting unanimously approved the merger agreement, declared the merger advisable and recommended that the stockholders adopt the merger agreement. Accordingly, our board of directors unanimously recommends that our stockholders vote "FOR" the merger proposal.

Interests of Our Directors and Executive Officers in the Merger

        In considering the recommendation of our board of directors in favor of the merger, you should be aware that several of our directors and executive officers will be entitled to certain benefits, set forth below, as a result of provisions contained in the merger agreement, employment agreements and retention bonus agreements. Our directors were aware of, and considered the interests of, these persons and the potential conflicts arising from such interests when deliberating on the merits of the merger and approving the merger agreement.

        Immediately prior to the effective time of the merger, stock options held by our executive officers and directors, like all other stock options held by our other employees, will immediately vest and become exercisable (whether or not such options vested prior to that time). Pursuant to the merger agreement, all stock options will be canceled upon the completion of the merger in exchange for a cash payment equal to the excess of $28.00 over the exercise price of such stock option, multiplied by the number of shares subject to such stock option. The table below sets forth, as of July 26, 2004, the

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amounts each director and executive officer will receive for their stock options to purchase shares of Information Holdings common stock with exercise prices below $28.00:

Name
   Amount of Merger Consideration
for Stock Options
Mason P. Slaine   $ 1,402,000
Vincent A. Chippari     1,078,184
Jay S. Nadler     467,400
Daniel S. Videtto     606,000
Michael E. Danziger     70,411
David R. Haas     70,411
Keith B. Jarrett     26,820
Sidney Lapidus     26,820
Martin D. Payson     26,820
John L. Vogelstein     26,820
   
  Total:   $ 3,801,686

        Information Holdings has an employment agreement, dated as of April 30, 2002 and amended as of January 17, 2003 and June 27, 2004, with Mason P. Slaine which provides that Mr. Slaine will serve as President and Chief Executive Officer of Information Holdings until June 30, 2005, subject to automatic one-year renewals unless either party provides notice of non-renewal. Mr. Slaine's employment agreement provided for a base salary of $825,000 through June 30, 2003 and $900,000 through June 30, 2004. The determination of Mr. Slaine's base salary for periods after June 30, 2004 is subject to increases at the discretion of our board of directors. On June 2, 2004, the compensation committee of the board of directors approved a salary increase for Mr. Slaine to $975,000, effective July 1, 2004. In addition, Mr. Slaine is eligible to receive an annual cash bonus, as determined by our board of directors. In 2003, Mr. Slaine received a bonus equal to $450,000. He is also entitled to participate in health, insurance, pension, automobile and other benefits provided to other senior executives of Information Holdings.

        In connection with the execution of the employment agreement, Information Holdings granted options to Mr. Slaine to purchase 200,000 shares of common stock at a purchase price per share equal to the fair market value of one share of common stock on the date of grant. These options are now fully vested and exercisable.

        In the event that Mr. Slaine resigns within 90 days following a change of control or his employment is terminated without cause (as defined in his employment agreement) following a change of control, Information Holdings is obligated to pay to Mr. Slaine a lump sum amount equal to three times the sum of (i) his then current base salary and (ii) the bonus he received in the prior fiscal year. In addition, Information Holdings is required to continue to provide health insurance benefits during the 12-month period immediately following such termination. The consummation of the merger will constitute a change of control for purposes of Mr. Slaine's employment agreement.

        To the extent that any payment under the employment agreement would be subject to an excise tax imposed by Section 4999 of the Internal Revenue Code, Information Holdings is also required to make a gross-up payment to Mr. Slaine to cover the excise tax and any taxes incurred by Mr. Slaine upon the payment of the such gross-up payment.

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        Additionally, Mr. Slaine's employment agreement contains a non-compete clause. To induce Thomson and Thyme to enter into the merger agreement, Mr. Slaine amended his employment agreement on June 27, 2004 to provide that he will not compete with Information Holdings on a world-wide basis until the second anniversary of the termination of his employment for any reason. The employment agreement also contains confidentiality and non-solicitation provisions. In consideration for these covenants, Information Holdings has agreed to pay Mr. Slaine 50% of his then current base salary over the course of the two-year period. Assuming the employment of Mr. Slaine were terminated at the effective time, and assuming his salary is not increased prior to the effective time of the merger, Mr. Slaine will be entitled to receive $5,250,000 (in addition to any tax gross-up payments made pursuant to the agreement). The amendment to Mr. Slaine's employment agreement also provided that payment of Mr. Slaine's severance or change of control payments and tax gross-up payments must be made within 15 days following termination of Mr. Slaine's employment, and that the payment of 50% of his base salary in consideration of his non-competition, confidentiality and non-solicitation covenants will be made quarterly in advance.

        Information Holdings has an employment agreement, dated as of April 10, 2000 and amended as of September 2, 2003, with Jay Nadler which provides that Mr. Nadler will serve as President of Information Holdings' Liquent unit until April 10, 2005, subject to automatic one-year renewals unless either party provides notice of non-renewal. Mr. Nadler's employment agreement provided for an initial base salary of $250,000 per annum, increased annually to the extent of any increase in the Consumer Price Index. Mr. Nadler's current base salary is $280,000. In addition, Mr. Nadler is entitled to receive a cash bonus in an amount up to 50% of his base salary based upon meeting objectives determined by our board of directors. Mr. Nadler is also entitled to participate in health, insurance, pension and other benefits provided to other senior executives of Information Holdings.

        In the event (i) Information Holdings terminates Mr. Nadler's employment without cause (as defined in his employment agreement), (ii) Mr. Nadler terminates the employment for good reason (as defined in his employment agreement) or (iii) Mr. Nadler resigns within 90 days following a change in control, in addition to the amounts specified above, Mr. Nadler will continue to receive his base salary and health and insurance benefits for a period of 12 months from the date of termination. A change of control will occur under Mr. Nadler's employment agreement upon the consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of Information Holdings (subject to several exceptions that are not applicable to this transaction). The consummation of the merger will constitute a change of control for purposes of Mr. Nadler's employment agreement.

        Information Holdings' subsidiary, Micropatent LLC, has an employment agreement, dated as of June 23, 2003, with Daniel Videtto which provides that Mr. Videtto will serve as President of Information Holdings' MicroPatent and Master Data Center units until June 23, 2005, subject to automatic one-year renewals unless either party provides notice of non-renewal. Mr. Videtto's employment agreement provides for an initial base salary of $250,000 per annum, increased annually to the extent of any increase in the Consumer Price Index. Mr. Videtto's current base salary is $250,000 (subject to an annual increase). In addition, Mr. Videtto is entitled to receive a cash bonus in an amount up to 50% of his base salary based upon meeting objectives determined by our board of directors. Mr. Videtto is also entitled to participate in health, insurance, pension and other benefits provided to other senior executives of Information Holdings.

        In the event that Mr. Videtto's employment is terminated for cause (as defined in his employment agreement), he will be entitled to receive any accrued but unpaid base salary, unused vacation and

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unreimbursed expenses. In the event we terminate his employment without cause, or if he resigns within 90 days following a change in control, in addition to the amounts specified in the foregoing sentence, Mr. Videtto will continue to receive his base salary and health and insurance benefits for a period of 12 months from the date of termination. In the event we do not renew his employment agreement, Mr. Videtto will continue to receive his base salary and health and insurance benefits for a period of four months from the expiration date of the employment contract. Mr. Videtto's employment agreement also contains a non-compete clause, which applies until the first anniversary of the termination of Mr. Videtto's employment, and confidentiality and non-solicitation provisions.

        Additionally, subsequent to the execution of the merger agreement, at Thomson's request, we amended our employment agreements with each of Messrs. Nadler and Videtto for the purpose of providing for a further retention bonus payable if (i) on the one-year anniversary of the closing date of the merger, he is still employed by Information Holdings or (ii) prior to the one-year anniversary, his employment is terminated by us without cause, or not renewed. Under these amendments, each of Messrs. Nadler and Videtto are entitled to receive lump sum cash payments equal to such employee's salary as in effect on the one year anniversary of the merger or immediately prior to his termination, as the case may be.

        As of April 20, 2004, we entered into retention bonus agreements with Vincent Chippari, Executive Vice President, Secretary and Chief Financial Officer of Information Holdings, Messrs. Nadler and Videtto and other officers of Information Holdings and its subsidiaries. If the merger is consummated by April 20, 2005, these executives will be entitled to payments under the retention bonus agreements. The first payment is payable on the closing of the merger, if the executive is employed by us on such date. The second payment is payable on the one-year anniversary of the closing of the merger, if the executive is employed by us on such date. The retention bonus agreements provide that if the executive's employment is terminated by us without cause or by the executive with good reason prior to the one-year anniversary of the closing of the merger, or the executive's employment terminates as a result of non-renewal prior to the one-year anniversary of the closing of the merger, then the second payment will be paid on the date of such termination.

        The payments to be made to each executives with a retention bonus agreement are as follows:

Name and Title
   Payment Upon
Closing of Merger
   Payment Upon One-Year
Anniversary/Termination
or Non-Renewal
Vincent A. Chippari, Chief Financial Officer, Executive Vice
    President and Secretary		   $ 600,000   $ 600,000
Jay S. Nadler, President of Liquent Unit     500,000     500,000
Daniel Videtto, President of Micropatent and Master Data
    Center Units		     300,000     300,000
Other Officers of Information Holdings and its subsidiaries     375,000     375,000
   
 
  Total:   $ 1,775,000   $ 1,775,000

        For Messrs. Chippari, Nadler and Videtto, "cause" has the same definition as in the executive's employment agreement. For the other officers "cause" means: (i) failure (except in the case of illness or other incapacity), neglect, or refusal to perform essential duties (following 30-day cure period);
(ii) any willful or intentional act of the executive that has the effect of injuring our a buyer's reputation or business in any material respect; (iii) any continued or repeated absence, unless such absence is approved or excused by our board of directors or the result of illness or incapacity; (iv) use of illegal

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drugs or repeated drunkenness that affects the executive's ability to perform his or her duties;
(v) conviction for the commission of a felony; or (vi) the commission by the executive of an act of fraud or embezzlement against us or a buyer.

        As used in the retention bonus agreements, "good reason" means: (i) actions taken by us or a buyer that prevent the executive from performing his or her normal duties and responsibilities, or any adverse change or material diminution to title, position, authority, or responsibilities; (ii) failure by us or a buyer to pay compensation due to the executive; (iii) failure by us or a buyer to allow the executive to participate in employee benefit plans made available to other senior executives of Information Holdings or a buyer; (iv) a requirement to move to a place of employment that is outside certain relocation boundaries; or (v) failure of a buyer to assume the retention bonus agreement and, in the case of Messrs. Chippari, Nadler and Videtto, the executive's employment agreement.

        To the extent that any payment by us to an executive with a retention bonus agreement (this includes all payments to the executives, including payments under an executive's employment agreement or other arrangement) would be subject to an excise tax imposed by Section 4999 of the Internal Revenue Code, the executive would be entitled to receive a gross-up payment to cover the excise tax and any taxes incurred by the executive upon the payment of such gross-up payment.

        The merger agreement provides that, to the fullest extent permitted under applicable law, and regardless of whether the merger occurs, Information Holdings will indemnify and hold harmless and, for a period of six years after the effective time of the merger, Thomson will cause the surviving corporation to indemnify and hold harmless Information Holdings' and its subsidiaries' officers, directors and employees against any costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages, liabilities or amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation arising out of or pertaining to the transactions contemplated by the merger agreement or the merger in each case to the event provided under Information Holdings' organizational documents.

        Additionally, for six years after the effective time of the merger, the surviving corporation will maintain or obtain officers' and directors' liability insurance covering the indemnified parties discussed above who are currently covered by Information Holdings' officers and directors liability insurance policy on terms not less favorable than those in effect on the date hereof in terms of coverage and amounts. During this period, the surviving corporation, will also give effect to the indemnification provisions currently provided by Information Holdings' organizational documents. However, the surviving corporation will not be required to pay annual premiums for coverage in excess of 200% of the premium in effect on June 28, 2004. If insurance coverage cannot be obtained or can be obtained only for an amount in excess of 200% of Information Holdings' annual premium in effect on June 28, 2004, the surviving corporation must obtain an amount equal to 200% of Information Holdings' annual premium on June 28, 2004, on terms not less favorable than those in effect on the date hereof in terms of coverage and amounts.

Appraisal Rights

        The discussion below is not a complete summary regarding your appraisal rights under Delaware law and is qualified in its entirety by reference to the text of the relevant provisions of Delaware law, which are attached to this proxy statement as Annex C. Stockholders intending to exercise appraisal rights should carefully review Annex C. Failure to follow precisely any of the statutory procedures set forth in Annex C may result in a termination or waiver of these rights.

        If the merger is completed, dissenting holders of Information Holdings common stock who follow the procedures specified in Section 262 of the Delaware General Corporation Law will be entitled to

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have their shares of Information Holdings common stock appraised and receive the "fair value" of such shares in cash as determined by the Delaware Court of Chancery in lieu of the consideration that such stockholder would otherwise be entitled to receive under the merger agreement.

        The following is a brief summary of Section 262, which explains the procedures for dissenting from the merger and demanding statutory appraisal rights. Failure to follow the procedures described in Section 262 precisely could result in the loss of appraisal rights. This proxy statement constitutes notice to holders of Information Holdings common stock concerning the availability of appraisal rights under Section 262. A stockholder of record wishing to assert appraisal rights must hold the shares of stock on the date of making a demand for appraisal rights with respect to such shares and must continuously hold such shares through the effective time of the merger.

        Stockholders who desire to exercise their appraisal rights must satisfy all of the conditions of Section 262. Those conditions include the following:

        Within 10 days after the effective time of the merger, we must provide notice of the effective time of the merger to all of our stockholders who have complied with Section 262 and have not voted for the merger.

        Within 120 days after the effective time of the merger (but not thereafter), any stockholder who has satisfied the requirements of Section 262 may deliver to us a written demand for a statement listing the aggregate number of shares not voted in favor of the merger and with respect to which demands for appraisal have been timely received and the aggregate number of holders of such shares. Information Holdings as the surviving corporation in the merger, must mail such written statement to the stockholder within 10 days after the stockholders' request is received by Information Holdings or

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within 10 days after the latest date for delivery of a demand for appraisal under Section 262, whichever is later.

        Within 120 days after the effective time of the merger (but not thereafter), either Information Holdings or any stockholder who has complied with the required conditions of Section 262 and who is otherwise entitled to appraisal rights may file a petition in the Delaware Court of Chancery demanding a determination of the fair value of those Information Holdings shares held by stockholders entitled to appraisal rights. We have no present intention to file such a petition if demand for appraisal is made. Accordingly, it will be the obligation of the stockholders wishing to assert appraisal rights to institute all necessary action to perfect their appraisal rights within the time prescribed in Section 262.

        Upon the filing of any petition by a stockholder in accordance with Section 262, service of a copy must be made upon us, and we must, within 20 days after service, file in the office of the Register in Chancery in which the petition was filed, a duly verified list containing the names and addresses of all stockholders who have demanded payment for their shares and with whom agreements as to the value of their shares have not been reached by us. If a petition is filed by us, the petition must be accompanied by the verified list. The Register in Chancery, if so ordered by the court, will give notice of the time and place fixed for the hearing of such petition by registered or certified mail to us and to the stockholders shown on the list at the addresses therein stated, and notice will also be given by publishing a notice at least one week before the day of the hearing in a newspaper of general circulation published in the City of Wilmington, Delaware, or such publication as the court deems advisable. The forms of the notices by mail and by publication must be approved by the court, and we must bear the costs thereof. The Delaware Court of Chancery may require the stockholders who have demanded an appraisal for their shares (and who hold stock represented by certificates) to submit their stock certificates to the Register in Chancery for notation of the pendency of the appraisal proceedings and the Delaware Court of Chancery may dismiss the proceedings as to any stockholder that fails to comply with such direction.

        If a petition for an appraisal is filed in a timely fashion, after a hearing on the petition, the court will determine which stockholders have complied with Section 262 and are entitled to appraisal rights and will appraise the shares owned by these stockholders, determining the fair value of such shares, exclusive of any element of value arising from the accomplishment or expectation of the merger, together with a fair rate of interest to be paid, if any, upon the amount determined to be the fair value.

        Stockholders considering seeking appraisal of their shares should note that the fair value of their shares determined under Section 262 could be more, the same or less than the consideration they would receive pursuant to the merger agreement if they did not seek appraisal of their shares and that investment banking opinions as to the fairness of the merger consideration from a financial point of view are not necessarily opinions as to the fair value of such shares under Section 262. The Delaware Supreme Court has stated that "proof of value by any techniques or methods that are generally considered acceptable in the financial community and otherwise admissible in court" should be considered in appraisal proceedings. In addition, Delaware courts have decided that a stockholder's statutory remedy may or may not be a dissenter's exclusive remedy, depending on the factual circumstances.

        The costs of the appraisal proceeding may be determined by the court and taxed against the parties as the court deems equitable under the circumstances. Upon application of a dissenting stockholder, the court may order that all or a portion of the expenses incurred by any dissenting stockholder in connection with the appraisal proceeding, including reasonable attorneys' fees and the fees and expenses of experts, be charged pro rata against the value of all shares entitled to appraisal. In the absence of a determination or assessment, each party bears his, her or its own expenses.

        Any stockholder who has duly demanded appraisal in compliance with Section 262 will not, after the effective time of the merger, be entitled to vote for any purpose the shares subject to demand or to

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receive payment of dividends or other distributions on such shares, except for dividends or distributions payable to stockholders of record at a date prior to the effective time of the merger.

        At any time within 60 days after the effective time of the merger, any stockholder will have the right to withdraw his demand for appraisal and to accept the terms offered in the merger agreement. After this period, a stockholder may withdraw his, her or its demand for appraisal and receive payment for his, her or its shares as provided in the merger agreement only with our consent. If no petition for appraisal is filed with the court within 120 days after the effective time of the merger, stockholders' rights to appraisal (if available) will cease. Inasmuch as we have no obligation to file such a petition, any stockholder who desires a petition to be filed is advised to file it on a timely basis. No petition timely filed in the court demanding appraisal may be dismissed as to any stockholder without the approval of the court, which approval may be conditioned upon such terms as the court deems just.

        Failure by any Information Holdings stockholder to comply fully with the procedures described above and set forth in Annex C to this proxy statement may result in termination of such stockholder's appraisal rights. In view of the complexity of exercising your appraisal rights under Delaware law, if you are considering exercising these rights you should consult with your legal counsel.

Delisting and Deregistration of Our Common Stock

        If the merger is completed, Information Holdings common stock will be delisted from, and no longer traded on, the New York Stock Exchange and will be deregistered under the Securities Exchange Act of 1934.

Material U.S. Federal Income Tax Consequences of the Merger

        The following summary is a general discussion of the material U.S. federal income tax consequences to our stockholders whose common stock is converted into cash in the merger. This summary is based on the current provisions of the Internal Revenue Code of 1986, as amended, the applicable Treasury regulations, judicial authority and administrative rulings, all of which are subject to change, possibly with retroactive effect. Any such change could alter the tax consequences to our stockholders as described herein. No ruling from the Internal Revenue Service has been or will be sought with respect to any aspect of the transactions described herein. This summary is for the general information of our stockholders only and does not purport to be a complete analysis of all potential tax effects of the merger. For example, it does not consider the effect of any applicable state, local or foreign tax laws, or of any non-income tax laws. In addition, this discussion does not address the tax consequences of transactions effectuated prior to or after the merger (whether or not such transactions occur in connection with the merger), including, without limitation, any exercise of an Information Holdings option or the acquisition or disposition of shares other than pursuant to the merger. In addition, it does not address all aspects of U.S. federal income taxation that may affect particular stockholders in light of their particular circumstances, including:

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        The following summary also does not address holders of stock options. The following summary assumes that stockholders hold each of their shares as a "capital asset" (generally, property held for investment).

        For purposes of this summary, a "non-U.S. stockholder" is any beneficial owner of shares other than the following:

        If a partnership (or any entity treated as a partnership for tax purposes) is a beneficial owner of the common stock, the treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership.

        The conversion of Information Holdings common stock into the right to receive cash in the merger will be a taxable transaction. As a result of the merger, you will be treated for U.S. federal income tax purposes as having sold or exchanged your shares for cash equal to $28.00 per share. In general, you will recognize a capital gain or loss equal to the difference between (i) the amount of cash you receive in the merger and (ii) your aggregate adjusted tax basis in your shares (which is usually a stockholder's original cost for the shares).

        This gain or loss will be long-term if you have held your shares for more than one year as of the effective date of the merger. Under current law, long-term capital gains of stockholders who are individuals, trusts and estates are subject to a maximum U.S. federal income tax rate of 15%, whereas the maximum U.S. federal income tax rate on ordinary income and short-term capital gains (that is, gain on capital assets held for one year or less) of an individual is currently 35%. For corporations, capital gains and ordinary income are taxed at the same maximum U.S. federal income tax rate of 35%. The deductibility of capital losses is subject to limitations for both corporations and individuals.

        Unless you comply with certain reporting or certification procedures or you are an "exempt recipient" (e.g., a corporation), you may be subject to a backup withholding tax of 28% with respect to the cash you receive pursuant to the merger. Backup withholding is not an additional tax and any amount withheld may be credited against your U.S. federal income tax liability.

        The foregoing discussion of the federal income tax consequences of the merger is for our stockholders' general information only. Accordingly, our stockholders should consult their own tax advisors with respect to the particular tax consequences to them of the merger, including the applicable U.S. federal, state, local and foreign tax consequences.

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Regulatory Matters

        The HSR Act prohibits us from completing the merger until we have furnished certain information and materials to the Antitrust Division of the Department of Justice and the Federal Trade Commission and the required waiting period has ended. Both Information Holdings and Thomson filed the required notification and report forms under the HSR Act on July 13, 2004. The waiting period expires at 11:59 p.m., Eastern Daylight Time, on August 12, 2004, unless earlier terminated or extended through the issuance of a request for additional information and documentary material. If either the Antitrust Division of the Department of Justice or the Federal Trade Commission were to issue Information Holdings and Thomson with a request for additional information and documentary material, the waiting period would expire at 11:59 p.m., Eastern Daylight Time, on the thirtieth calendar day after the date of substantial compliance with such request by Information Holdings and Thomson, unless terminated earlier by the Antitrust Division of the Department of Justice and the Federal Trade Commission. Thereafter, the waiting period could be extended only by court order. The merger agreement provides that Thomson and Information Holdings have agreed to use their reasonable best efforts to obtain regulatory clearance and, in connection therewith, to defend any challenge by regulatory authorities to the completion of the merger (including using their reasonable best efforts to have lifted, vacated or reversed any injunction, order, decree or other legal bar entered by any governmental entity). Thomson has also agreed to license or divest those of Thomson's assets or businesses or products or product lines that individually or in the aggregate generated total worldwide revenues of up to the equivalent of U.S. $12 million in the aggregate in 2003 if necessary to obtain any required regulatory approval prior to the termination date of the merger.

        Information Holdings and Thomson notified the German FCO on July 6, 2004 about the proposed transaction. After an initial review of the proposed transaction by the FCO, which may last for up to one month, the FCO will decide whether to clear the proposed transaction or open a second stage investigation, which may last for a further period of up to four months from the date of notification. If the FCO has found that the proposed transaction would create or strengthen a dominant position in a relevant market in Germany, the FCO may clear the transaction, subject to certain conditions, or may issue a prohibition order that would have the effect of preventing the proposed transaction from being implemented in respect of the German market.

        Information Holdings and Thomson conduct operations in a number of other foreign jurisdiction where other regulatory filings or approvals may be required or advisable in connection with the completion of the merger. We are not aware of any such filings or approvals, and if we determine that there are any such other filings or approvals which would be required or advisable, we will make the additional filings or seek the additional approvals.

        At any time before or after the completion of the merger, notwithstanding that the applicable waiting period may have ended or approval may have been granted, any state could take action to enjoin the merger under the antitrust laws as it deems necessary or desirable in the public interest or any private party could seek to enjoin the merger as anticompetitive. We cannot be sure that a challenge to the merger will not be made or that, if a challenge is made, that we will prevail.

Litigation Related to the Merger

        On July 1, 2004, an action was filed as a purported class action in the Court of Chancery of the State of Delaware in and for New Castle County (Myszkowski v. Information Holdings, Inc., et al., C.A. No. 537-N) against Information Holdings, its directors and Thomson. The complaint alleges, among other things, that approval of the merger by our directors amounted to a breach of fiduciary duty, that the $28.00 cash consideration per share to be received by our stockholders in the merger does not represent the true value of Information Holdings and that there were relationships among Thomson, Warburg Pincus LLC, a New York limited liability company that manages Warburg, Pincus Ventures L.P., and some of our directors that created conflicts of interest preventing those directors from acting in the best interest of our stockholders. The complaint asks for an injunction against the merger and damages as well as awarding the plaintiffs the costs and disbursements of this action, including attorneys' and experts fees. We believe that the complaint is without merit, and we intend to vigorously contest it.

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THE MERGER AGREEMENT

        The following description summarizes the material provisions of the merger agreement and is qualified in its entirety by reference to the complete text of the merger agreement which is included as Annex A to this proxy statement and incorporated herein by reference. We encourage you to read it carefully and in its entirety.

Merger Consideration

        Upon completion of the merger, each outstanding share of Information Holdings common stock, other than shares held by stockholders who validly perfect their appraisal rights, will be converted into the right to receive $28.00 in cash, without interest. The price of $28.00 per share was determined through arms-length negotiations between us and Thomson. Upon completion of the merger, no shares of Information Holdings common stock will remain outstanding and all shares will automatically be canceled and will cease to exist.

Conversion of Shares; Procedure for Receiving Merger Consideration

        Your right to receive $28.00 per share in cash, without interest, will occur automatically upon completion of the merger. Prior to the effective time of the merger, Thomson will enter into an agreement with a bank or trust company selected by Thomson to act as the exchange agent under the merger agreement. Thomson will deposit with the exchange agent cash in amounts and at such times necessary to enable the exchange agent to pay the merger consideration to the holders of shares of common stock.

        As soon as practicable after the effective time of the merger, the exchange agent will mail to each record holder of shares of common stock a letter of transmittal and instructions for use in surrendering certificates in exchange for the merger consideration. No stockholder should surrender any certificates until the stockholder receives the letter of transmittal and other materials for such surrender. Upon surrender of a stock certificate for cancellation to the exchange agent, together with a letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be requested by the exchange agent, the holder of such certificate will be entitled to receive the merger consideration into which the number of shares of Information Holdings common stock previously represented by such stock certificate(s) shall have been converted pursuant to the merger agreement, without any interest thereon. The certificates so surrendered will be canceled.

        In the event of a transfer of ownership of shares of Information Holdings common stock which is not registered in our transfer records, payment may be made with respect to such shares to the transferee if the stock certificate representing such shares is presented to the exchange agent, properly endorsed and signature guaranteed or otherwise in proper form to evidence such transfer and accompanied by either payment of any applicable transfer taxes or all documents to evidence that any applicable stock transfer taxes relating to such transfer have been paid or are not applicable.

        If your stock certificate has been lost, stolen, defaced or destroyed, the exchange agent will deliver to you the applicable merger consideration for the shares represented by that certificate if:

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        Stockholders should not send their certificates now and should send them only pursuant to instructions set forth in the letters of transmittal which will be mailed to stockholders as soon as practicable after the effective time. In all cases, the merger consideration will be provided only in accordance with the procedures set forth in this proxy statement and such letters of transmittal.

        One year after the effective time, the exchange agent will deliver to Thomson any funds made available to the exchange agent which have not been disbursed to holders of Information Holdings stock certificates. Certificate holders who have not complied with the above-described procedures to receive payment of the merger consideration during such one-year period may thereafter look only to Thomson, as general creditors, for payment of the merger consideration to which they are entitled.

        Additionally, neither Thomson, Thyme, the surviving corporation or the exchange agent will be liable to anyone for any cash that may be delivered to the state in compliance with any abandoned property, escheat or similar law. Any cash remaining unclaimed by holders of shares of Information Holdings common stock as of a date which is immediately prior to such time as such amounts would otherwise become the property of any governmental entity under any escheat or abandoned property law will become the property of Thomson free and clear of any other claims such holders may have had prior to that time.

        The cash paid to you upon conversion of your shares of Information Holdings common stock will be issued in full satisfaction of all rights relating to the shares of Information Holdings common stock.

Effect on Information Holdings Stock Options

        Each option to acquire Information Holdings common stock outstanding at the effective time of the merger, whether or not then vested or exercisable, will be canceled. In consideration of such cancellation, each holder of such canceled stock option will receive (i) the excess of $28.00 over the applicable exercise price of such stock option, if any, multiplied by (ii) the number of shares subject to such stock option at the time of such cancellation. This amount is without interest and subject to any applicable withholding taxes.

Effective Time of the Merger

        On the closing date of the merger, the parties to the merger will file a certificate of merger with the Secretary of State of the State of Delaware. The merger will become effective at the time of filing the certificate of merger or at such later time as may be specified in the certificate of merger. Subject to the terms and conditions of the merger agreement and in accordance with Delaware law, at the effective time of the merger, Thyme, an indirect wholly owned subsidiary of Thomson and a party to the merger agreement, will merge with and into Information Holdings. Information Holdings will survive the merger as an indirect wholly owned subsidiary of Thomson.

Representations and Warranties

        The merger agreement contains representations and warranties of each party to the agreement. These representations and warranties of Thomson, Thyme and Information Holdings will expire upon completion of the merger and termination of the merger agreement pursuant to its terms.

        The merger agreement contains customary representations and warranties of Information Holdings as to, among other things:

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        Several of these representations are qualified by the occurrence of a material adverse effect. Under the merger agreement, a material adverse effect is defined as a change or effect on the business of Information Holdings or any of its subsidiaries, or state of facts, circumstance, development or occurrence that, individually or taken as a whole is materially adverse to (i) the business, operations, assets or, liabilities, condition (financial or otherwise) or results of operations of Information Holdings or any of its subsidiaries taken as a whole or (ii) the ability of the Information Holdings to consummate the merger without material delay. However, a material adverse effect will not include any change or effect to the extent resulting from:

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        In addition, the merger agreement contains representations and warranties by Thomson and Thyme as to, among other things, Thomson having available funds sufficient in amount to pay the merger consideration at the effective time of the merger and any related fees and expenses.

        The representations and warranties in the merger agreement are complicated and not easily summarized. You are urged to read carefully and in their entirety the sections of the merger agreement entitled "Representations and Warranties of the Company" and "Representations and Warranties of Parent & Merger Sub" in Annex A to this proxy statement.

Conduct of Business Prior to Closing

        We have agreed in the merger agreement that from the date of the signing of the merger agreement, June 28, 2004, until the closing date of the merger, we will and will cause each of our subsidiaries to carry on business in the ordinary course, and use commercially reasonable efforts to preserve intact our respective current business organizations, to keep our and their assets in good working condition, to maintain the confidential nature of and legal protections applicable to material intellectual property rights, to keep available the services of our and their respective current executive officers and key employees and to maintain good working relationships with persons having a material business relationship with us. Additionally, we have agreed in the merger agreement that other than as expressly contemplated by the merger agreement or provided in the disclosure schedules to the merger agreement, we will not, and we will cause each of our subsidiaries not to:

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        If we wish to implement an IT systems disaster back-up facility prior to closing, Thomson may elect that we utilize the facilities of a third party provider of IT systems back-up facilities for such purpose. If we wish to implement this system with respect to our East Haven, Connecticut facility and Thomson does not make this election by October 28, 2004, then, in the event that following October 28, 2004 the East Haven facility shall have an IT systems failure that would not have occurred if we were utilizing the third party provider for this facility, any revenues lost by us due to such failure shall be disregarded for purposes of any determination of material adverse effect under the merger agreement. If Thomson makes the election to use a third party provider and the merger agreement is terminated, Thomson will bear the reasonable out-of-pocket expenses incurred by us to return the IT systems to us from the third party provider.

        The covenants in the merger agreement relating to the conduct of our business are complicated and not easily summarized. You are urged to read carefully and in its entirety the section of the merger agreement entitled "Conduct of Business by the Company Pending the Closing" in Annex A to this proxy statement.

Proxy Statement and Stockholders Meeting

        We have agreed in the merger agreement to establish a record date for, duly call, give notice of, convene and hold a meeting of our stockholders to approve the merger as promptly as practicable after the date of the merger agreement. We have agreed to call and hold the stockholders' meeting, even if our board of directors were to change its recommendation with respect to the merger with Thomson or recommend an alternative transaction. In addition our obligations to call and hold the stockholders' meeting are not affected by the commencement, public proposal, public disclosure or communication of any takeover proposal.

        If we receive a takeover proposal (which is reasonably likely to result in a superior proposal) which was unsolicited and did not otherwise result from a breach of our no solicitation obligations and we comply with the terms of the merger agreement, we may delay the mailing of our proxy statement or the holding of our stockholders meeting, in each case, for such time (not to exceed five business days) as is necessary for our board of directors to consider such takeover proposal and to determine the effect, if any, on its recommendation in favor of the merger.

        The proxy statement and stockholders meeting provisions in the merger agreement are complicated and not easily summarized. You are urged to read carefully and in their entirety the sections of the merger agreement entitled "Additional Agreements—Proxy Statement" and "Additional Agreements—Stockholders Meeting" in Annex A to this proxy statement.

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Additional Agreements

        We agreed to a number of covenants in the merger agreement. These included covenants relating to:

        We, Thomson and Thyme agreed to use our reasonable best efforts to obtain in a timely manner all necessary waivers, consents and approvals to do all other things necessary, to consummate and make effective the merger as promptly as practicable. This covenant obligates both parties to:

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        The foregoing covenant does not obligate Thomson or Thyme to take any action, including entering into any consent decree, hold separate orders or other arrangements, that:

        However, Thomson has agreed to license or divest those of its assets or businesses or products or product lines that individually or in the aggregate generated total worldwide revenues of up to the equivalent of U.S. $12 million in the aggregate in 2003 if necessary to obtain any required regulatory approval prior to December 31, 2004.

        The covenants in the merger agreement are complicated and not easily summarized. You are urged to read carefully and in their entirety the section of the merger agreement entitled "Additional Agreements" in Annex A to this proxy statement.

No Solicitations by Information Holdings

        We agreed in the merger agreement that we will, we will cause our subsidiaries to, and we will use reasonable efforts to cause our officers, directors, representatives and agents to, immediately cease any discussions or negotiations that may have been ongoing with any third party with respect to a takeover proposal at the time of entering into the merger agreement. In addition, we agreed that we will not, nor we will we permit any of our subsidiaries to, and we will not authorize or permit any of our officers, directors, representatives and agents to, directly or indirectly:

        However, if at any time prior to obtaining stockholder approval of the merger our board of directors determines in good faith, after consultation with outside counsel, that the failure to take the following-described action would be inconsistent with our board of directors' fiduciary duties to our stockholders under applicable law, we may, in response to a takeover proposal, which our board of directors determines in good faith is reasonably likely to result in a superior proposal (as further described below), which was unsolicited and did not otherwise result in a breach of our obligations under the immediately preceding bullet points, and subject to providing Thomson three business days' notice of our decision to take such action and subject to compliance with the terms of the merger agreement:

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        Additionally, we agreed that we will not, and will cause our subsidiaries not to release any third party from, or waive any provision of, any confidentiality or standstill agreement unless our board of directors determines in good faith, after consultation with outside counsel, that the failure to take such action with respect to a standstill agreement would be inconsistent with the board of directors' fiduciary duties to our stockholders (but only if such release or waiver occurs prior to the approval of our stockholders of the merger agreement).

        We also agreed that neither our board of directors nor any committee of our board of directors may:

        Notwithstanding that listed above, in the event that prior to the approval of the merger agreement by our stockholders, we receive a superior proposal, which was unsolicited and did not otherwise result in a breach of our no solicitation obligations under the merger agreement, and our board of directors determines in good faith, after consultation with outside counsel, that the failure to take such action would be inconsistent with the board of directors' fiduciary duties to our stockholders under applicable law, the board of directors may, prior to the approval of the merger agreement by our stockholders and so long as at such time such takeover proposal continues to be a superior proposal: (i) withdraw, modify or change its approval or recommendation or not make any recommendation of the merger; (ii) approve or recommend such superior proposal; and/or (iii) terminate the merger agreement while concurrently causing Information Holdings to enter into another merger agreement with respect to such superior proposal.

        Information Holdings also agreed to advise Thomson orally or in writing of any request for information or of any takeover proposal and the material terms and conditions of the request or takeover proposal, the identity of the person making the request or takeover proposal and any changes in any such request or to any such takeover proposal. Information Holdings will promptly provide Thomson with any information concerning ourselves or any of our subsidiaries provided to any other third party who submitted a takeover proposal that we did not previously provide to Thomson.

        Nothing in the merger agreements prohibits us from taking and disclosing to our stockholders a position contemplated by Rule 14d-9 or Rule 14e-2 or Item 1012 of Regulation M-A promulgated under the Securities Exchange Act of 1934 or from making a "stop-look-and-listen" communication of the nature contemplated in, and otherwise in compliance with, Rule 14d-9(f) promulgated under the Securities Exchange Act of 1934, or making disclosure to our stockholders as, in the good faith judgment of our board of directors, after consultation with outside counsel, would be required under applicable law, provided that we, our board of directors or any committee of our board of directors may not, except as permitted in relation to superior proposals, withdraw or modify, or publicly propose

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to withdraw or modify, in a manner adverse to Thomson or Thyme, our board of directors' or any committee of the board of directors' approval or recommendation or declaration of advisability of the merger agreement, or the transactions contemplated by the merger agreement, including the merger, or approve or recommend, or publicly propose to approve or recommend any takeover proposal, or resolve or agree to take any such action or cause Information Holdings to enter into any other merger agreement with respect to any takeover proposal.

        Under the merger agreement, a takeover proposal is any inquiry, offer or proposal by a third party relating to, or that is reasonably likely to lead to, the acquisition, directly or indirectly, 20% or more of the fair market value of the assets of Information Holdings and its subsidiaries, taken as a whole, or 20% or more of Information Holdings common stock then outstanding pursuant to a merger, consolidation or other business combination, sale of shares of capital stock or other equity interests, sale of assets, tender offer, exchange offer, recapitalization, liquidation, joint venture or similar transaction with respect to either Information Holdings or its subsidiaries.

        Under the merger agreement, a superior proposal is any bona fide offer or proposal by a third party to acquire, directly or indirectly, all or substantially all of the assets of Information Holdings and its subsidiaries, taken as a whole, or more than 50% of Information Holdings common stock then outstanding pursuant to a merger, consolidation or other business combination, sale of shares of capital stock or other equity interests, sale of assets, tender offer, exchange offer or similar transaction with respect to either Information Holdings or its subsidiaries, and (i) otherwise on terms consisting of cash and/or securities which our board of directors determines in good faith (after consultation with its financial advisor) to have a higher value than the consideration payable in the merger and to be more favorable to our stockholders than the merger, in each case after taking into account at the time of determination any changes to the terms of the merger agreement that as of that time have been proposed by Thomson and (ii) which, in the good faith judgment of our board of directors, is reasonably likely to be consummated in a timely manner, taking into account all other legal, financial, regulatory and other aspects of such takeover proposal. However, no takeover proposal will be deemed to be a superior proposal if consummation of the transaction contemplated thereby is subject to a financing condition and the financing required to satisfy such condition is not fully committed pursuant to a commitment letter from one or more institutions which are capable of providing such financing.

        The no solicitation provisions in the merger agreement are complicated and not easily summarized. You are urged to read carefully and in their entirety the section of the merger agreement entitled "No Solicitation" in Annex A to this proxy statement.

Conditions to the Merger

        The respective obligations of us, Thomson and Thyme to complete the merger are subject to the following conditions (unless otherwise waived by all parties to the extent permitted by law):

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        The obligations of Thomson and Thyme to complete the merger are also subject to the following additional conditions (unless otherwise waived to the extent permitted by law):

        Our obligations to complete the merger are also subject to the following conditions (unless otherwise waived to the extent permitted by law):


        The conditions to merger provisions in the merger agreement are complicated and not easily summarized. You are urged to read carefully and in their entirety the section of the merger agreement entitled "Conditions of Merger" in Annex A to this proxy statement.

Termination of the Merger Agreement

        The merger agreement may be terminated at any time prior to the consummation of the merger:

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Termination Fee

        Pursuant to the merger agreement, we must pay to Thomson an amount equal to $20 million if the merger agreement is terminated:

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        The termination provision in the merger agreement is complicated and not easily summarized. You are urged to read carefully and in its entirety the article of the merger agreement entitled "Termination" in Annex A to this proxy statement.

Expenses

        Pursuant to the merger agreement, whether or not the merger is consummated, all fees, costs and expenses incurred in connection with the merger agreement and the transactions contemplated by the merger agreement will be paid by the party incurring such fees, costs and expenses.

        The expenses provision in the merger agreement is complicated and not easily summarized. You are urged to read carefully and in its entirety the section of the merger agreement entitled "General Provisions—Expenses" in Annex A to this proxy statement.

Amendment; Waiver

        The merger agreement may be amended by action taken by Thomson and Merger, and by action taken by our board of directors at any time before the effective time of the merger. However, after approval of the merger by our stockholders, no amendment may be made to the merger agreement which would reduce the merger consideration below $28.00. Any amendment must be in writing.

        At any time before the effective time of the merger, we, Thomson and/or Thyme may:

        However, after stockholder approval of the merger has been obtained, no waiver may be made that by law requires further approval by stockholders of the parties without the further approval of those stockholders. Any extensions or waivers must be in writing.

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THE VOTING AND PROXY AGREEMENT

        In connection with the merger, Warburg, Pincus Ventures, L.P. and Mason P. Slaine entered into a voting and proxy agreement, dated as of June 28, 2004, with Thomson with respect to the shares of Information Holdings common stock beneficially owned by them. The shares of Information Holdings common stock subject to the voting and proxy agreement include those shares owned by these stockholders on June 28, 2004 and all shares acquired after that date (including any shares acquired upon the exercise of options or by means of purchase, dividend, distribution or otherwise). As of July 26, 2004, Warburg, Pincus Ventures L.P. owns 6,804,702 shares of common stock and Mr. Slaine owns 2,000,000 shares of common stock (400,000 of which are issuable upon exercise of options that are vested and exercisable). These shares total approximately 42% of the shares of Information Holdings common stock outstanding as of July 26, 2004.

        Pursuant to the voting and proxy agreement, these stockholders, severally and not jointly:

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        Each stockholder executed the voting and proxy agreement in his or its capacity as the beneficial owner of such stockholder's shares of Information Holdings common stock. Under the voting and proxy agreement, the stockholders and Thomson agreed that no stockholder nor any of its representatives who is an officer or member of the board of directors of Information Holdings will be deemed to have made any agreement or understanding in the voting and proxy agreement in his or its capacity as such officer or member of the board of directors. In other words, the voting and proxy agreement will not prevent or limit in any manner any officer or member of the board of directors from taking any action in his capacity as an officer or member of the board of directors. This includes taking any action permitted under the merger agreement with respect to a superior proposal or the recommendation of the merger with Thomson.

        Under the terms of the voting and proxy agreement, the stockholders released Thomson and its affiliates, Information Holdings and its subsidiaries and all director, officers, agents and representatives of these entities from any claim that relates to certain lawsuits in which they are a party, namely, Venturetek, L.P. v. Rand Publishing Co., et al., and Venturetek, L.P. v. Information Holdings Inc. The facts surrounding the litigation are described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2003. Michael E. Danziger, a member of our board of directors, executed a separate release to the same affect.

        The voting and proxy agreement (but not the release) will terminate (i) upon the written mutual consent of the stockholders and Thomson, (ii) automatically upon the effective time of the merger, (iii) upon termination of the merger agreement in accordance with its terms or (iv) with respect to any stockholder, upon any amendment to the merger agreement that reduces the amount of the merger consideration.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT

        The following table sets forth certain information regarding the beneficial ownership of our common stock as of July 26, 2004 by: (i) each of our directors; (ii) our Chief Executive Officer and three other most highly compensated executive officers whose total cash compensation exceeded $100,000 during our last completed fiscal year; (iii) all of our executive officers and directors as a group; and (iv) all those known by us to be beneficial owners of more than 5% of our common stock. Currently, there are only three executive officers of Information Holdings and its subsidiaries, other than our Chief Executive Officer. Unless otherwise indicated, the address for each of the persons listed in the table is c/o Information Holdings Inc., 2777 Summer Street, Suite 602, Stamford, Connecticut 06905.

 
   Shares Beneficially Owned
Name and Address of Beneficial Owner
  Number(1)
   Percent(1)
Warburg, Pincus Ventures, L.P. (2)
466 Lexington Avenue
New York, New York 10017		   6,804,762   32.6
Mason P. Slaine (3)   2,000,000   9.6
The Thomson Corporation (4)
Metro Center
One Station Place
Stamford, Connecticut 06902		   8,804,762   42.1
Vincent A. Chippari (5)   84,467   *
Jay S. Nadler (6)   108,500   *
Daniel Videtto (7)   12,500   *
Michael E. Danziger (8)   98,887   *
David R. Haas (8)   11,761   *
Keith B. Jarrett (9)   9,900   *
Sidney Lapidus (10)
c/o Warburg Pincus & Co.
466 Lexington Avenue
New York, New York 10017		   6,821,332   32.6
Martin D. Payson (9)   3,000   *
John L. Vogelstein (10)
c/o Warburg Pincus & Co.
466 Lexington Avenue
New York, New York 10017		   6,807,862   32.6
All directors and executive officers, as a group (10 persons)   9,153,447   43.8
*
Less than 1%.

(1)
Pursuant to the regulations of the Securities and Exchange Commission, shares are deemed to be "beneficially owned" by a person if such person directly or indirectly has or shares the power to vote or dispose of such shares, whether or not such person has any pecuniary interest in such shares, or the right to acquire the power to vote or dispose of such shares within 60 days, including any right to acquire through the exercise of any option, warrant or right.

(2)
The sole general partner of Warburg, Pincus Ventures, L.P. is Warburg Pincus & Co., a New York general partnership. Warburg Pincus LLC, a New York limited liability company, manages Warburg, Pincus Ventures, L.P.

(3)
Includes 400,000 shares issuable upon exercise of options that are vested and exercisable.

(4)
As reported on the Securities and Exchange Commission's Schedule 13D filed on July 8, 2004. The Schedule 13D was filed by Thomson to report beneficial ownership of the shares deemed to be owned by it as a result of entering into the voting and proxy agreement. Thomson disclaims beneficial ownership of these shares.

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(5)
Includes 80,967 shares issuable upon exercise of options that are vested and exercisable.

(6)
Includes 105,000 shares issuable upon exercise of options that are vested and exercisable.

(7)
Includes 12,500 shares issuable upon exercise of options that are vested and exercisable.

(8)
Includes 7,281 shares issuable upon exercise of options that are vested and exercisable.

(9)
Includes 3,000 shares issuable upon exercise of options that are vested and exercisable.

(10)
6,804,762 of the shares indicated as beneficially owned by Mr. Lapidus and Mr. Vogelstein are owned by Warburg, Pincus Ventures, L.P. and are included because of their affiliation with Warburg, Pincus Ventures, L.P. Messrs. Lapidus and Vogelstein are general partners of Warburg Pincus & Co. and members of Warburg Pincus LLC. Messrs. Lapidus and Vogelstein disclaim beneficial ownership of the shares owned by Warburg, Pincus Ventures, L.P. The share totals also include 3,000 shares issuable upon exercise of options that are vested and exercisable.

        In addition, as described above under "The Merger—Interests of Our Directors and Executive Officers in the Merger—Acceleration of Stock Options," immediately prior to the effective time of the merger, stock options held by our executive officers and directors, like all other stock options held by our other employees, will immediately vest and become exercisable. Each stock option outstanding at the effective time of the merger will be cancelled and converted into the right to receive an amount in cash equal to (i) the excess of $28.00 over the applicable exercise price of such stock option, if any, multiplied by (ii) the number of shares subject to such stock option at the time of such cancellation. This amount is without interest and is subject to any applicable withholding taxes.

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MARKET FOR THE COMMON STOCK; DIVIDEND DATA

        Our common stock is listed on the New York Stock Exchange under the ticker symbol "IHI." This table shows, for the periods indicated, the high and low closing sales price per share for Information Holdings common stock as reported by the New York Stock Exchange.


Information Holdings Common Stock

 
   High
   Low
FISCAL 2004            
  First Quarter   $ 23.08   $ 20.05
  Second Quarter   $ 27.60   $ 21.24
  Third Quarter (through July 26, 2004)   $ 27.35   $ 27.01

FISCAL 2003
 
 
 
 
 
 
  First Quarter   $ 16.78   $ 14.50
  Second Quarter   $ 18.39   $ 15.05
  Third Quarter   $ 20.05   $ 15.65
  Fourth Quarter   $ 22.42   $ 20.61

FISCAL 2002
 
 
 
 
 
 
  First Quarter   $ 29.39   $ 24.23
  Second Quarter   $ 31.80   $ 23.34
  Third Quarter   $ 23.75   $ 17.40
  Fourth Quarter   $ 22.56   $ 12.25

        On May 20, 2004, the last full trading day prior to the publication of the Wall Street Journal article discussing the possible sale of Information Holdings, the high and low sales price for Information Holdings common stock, as reported by the New York Stock Exchange, was $23.92 and $23.45, respectively. On June 25, 2004, the last full trading day prior to the public announcement of the merger agreement, the high and low sales price for Information Holdings common stock was $26.44 and $25.79, respectively. On July 26, 2004, the last full trading day prior to the date of this proxy statement, the high and low sales price for Information Holdings common stock was $27.21 and $27.15, respectively.

        As of July 26, 2004, there were 20,921,964 shares of Information Holdings common stock outstanding held by approximately 15 holders of record.

        We have never declared or paid a dividend on our common stock and currently do not anticipate declaring or paying any dividends on our common stock in the foreseeable future, and we are prohibited from paying any dividends for so long as the merger agreement is in effect. The current policy of our board of directors is to retain earnings to finance the operations and expansion of Information Holdings' business. Following the merger, our common stock will not be traded on any public market. See "The Merger—Delisting and Deregistration of Our Common Stock."

53


OTHER MATTERS

        As of the date of this proxy statement, our board of directors is not aware of any matter to be presented for action at the Special Meeting, other than the matters set forth in this proxy statement. Should any other matter requiring a vote of stockholders arise, the proxies in the enclosed form of proxy confer upon the person or persons entitled to vote the shares represented by such proxies discretionary authority to vote the same as they deem advisable.

Adjournments

        The Special Meeting may be adjourned without notice, other than by the announcement made at the Special Meeting, by approval of the holders of a majority of the shares of our common stock present, in person or by proxy, and entitled to vote at the Special Meeting. We are soliciting proxies to grant the authority to vote in favor of adjournment of the Special Meeting. In particular, authority is expected to be exercised if the purpose of the adjournment is to provide additional time to solicit votes in favor of adoption of the merger agreement. Our board of directors recommends that you vote in favor of the proposal to grant the authority to vote your shares to adjourn the meeting.

Stockholder Nominations and Proposals

        We will hold an Annual Meeting of Stockholders in 2005, but only if the merger is not completed. Information Holdings does not solicit director nominations but will consider stockholder nominations sent to the Corporate Secretary c/o Information Holdings Inc., 2777 Summer Street, Suite 602, Stamford, Connecticut 06905. The Corporate Secretary will forward such nominations to the nominating committee of the board of directors. Any nominations or proposals intended to be presented by stockholders at Information Holdings' Annual Meeting of Stockholders to be held in 2005 must meet the requirements of Rule 14a-8 of the Securities and Exchange Commission relating to stockholders' proposals. A stockholder proposal outside of the processes of Rule 14a-8 will be considered untimely if received by Information Holdings after January 30, 2005.

Where You Can Find More Information

        We file annual and quarterly reports, proxy statements and other information with the Securities and Exchange Commission. You may read and copy any reports, statements or other information that we file with the Securities and Exchange Commission at the Securities and Exchange Commission's Public Reference Room at the following location: Public Reference Room, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549. Please call the Securities and Exchange Commission at 1-800-SEC-0330 for further information on the Public Reference Room. These Securities and Exchange Commission filings may be obtained free of charge from the Securities and Exchange Commission's website at www.sec.gov, Information Holdings' website at www.informationholdings.com or by directing a request to the Corporate Secretary c/o Information Holdings Inc., 2777 Summer Street, Suite 602, Stamford, Connecticut 06905. Reports, proxy statements and other information concerning us may also be obtained from commercial document retrieval services or at the offices of the New York Stock Exchange.

        Thomson has supplied all information contained in this proxy statement relating to Thomson and Thyme and we have supplied all information relating to us.

        You should rely only on the information contained in this proxy statement. We have not authorized anyone to provide you with information that is different from what is contained in this proxy statement. This proxy statement is dated July 27, 2004. You should not assume that the information contained in this proxy statement is accurate as of any date other than that date. Neither the mailing of this proxy statement to stockholders nor the issuance of cash in the merger creates any implication to the contrary.

54

ANNEX A

EXECUTION COPY

INFORMATION HOLDINGS INC.,
THE THOMSON CORPORATION
and
THYME CORPORATION

AGREEMENT AND PLAN OF MERGER

Dated as of June 28, 2004


TABLE OF CONTENTS

 
    
   Page

ARTICLE I. DEFINITIONS
 
A-1

ARTICLE II. THE MERGER
 
A-5

SECTION 2.1.
 
The Merger.  
 
A-5

SECTION 2.2.
 
Closing.  
 
A-5

SECTION 2.3.
 
Effective Time.  
 
A-5

SECTION 2.4.
 
Effect of the Merger.  
 
A-6

SECTION 2.5.
 
Subsequent Actions.  
 
A-6

SECTION 2.6.
 
Certificate of Incorporation; Bylaws; Directors and Officers.  
 
A-6

SECTION 2.7.
 
Conversion of Securities.  
 
A-6

SECTION 2.8.
 
Dissenting Shares.  
 
A-7

SECTION 2.9.
 
Surrender of Shares; Stock Transfer Book.  
 
A-8

SECTION 2.10.
 
Options and Option Plans.  
 
A-9

ARTICLE III. REPRESENTATIONS AND WARRANTIES OF PARENT & MERGER SUB
 
A-10

SECTION 3.1.
 
Organization and Good Standing.  
 
A-10

SECTION 3.2.
 
Capitalization.  
 
A-10

SECTION 3.3.
 
Authority Relative to This Agreement.  
 
A-10

SECTION 3.4.
 
No Conflict and Consents.  
 
A-10

SECTION 3.5.
 
Governmental Approvals and Required Filings.  
 
A-11

SECTION 3.6.
 
Financing Arrangements.  
 
A-11

SECTION 3.7.
 
No Prior Activities.  
 
A-11

SECTION 3.8.
 
Brokers.  
 
A-11

SECTION 3.9.
 
Information Supplied.  
 
A-11

ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF THE COMPANY
 
A-12

SECTION 4.1.
 
Organization and Qualification; Subsidiaries.  
 
A-12

SECTION 4.2.
 
Capitalization.  
 
A-12

SECTION 4.3.
 
Authority Relative to This Agreement.  
 
A-13

SECTION 4.4.
 
No Conflict and Consents.  
 
A-13

SECTION 4.5.
 
Governmental Approvals and Required Filings.  
 
A-14

SECTION 4.6.
 
SEC Filings; Financial Statements.  
 
A-14

SECTION 4.7.
 
Absence of Certain Changes or Events.  
 
A-15

SECTION 4.8.
 
Litigation.  
 
A-15
         

A-i


SECTION 4.9.
 
Employee Benefit Plans.  
 
A-15

SECTION 4.10.
 
Properties.  
 
A-16

SECTION 4.11.
 
Intellectual Property.  
 
A-17

SECTION 4.12.
 
Insurance.  
 
A-18

SECTION 4.13.
 
Environmental.  
 
A-18

SECTION 4.14.
 
Compliance with Laws.  
 
A-19

SECTION 4.15.
 
Material Contracts.  
 
A-19

SECTION 4.16.
 
Taxes.  
 
A-21

SECTION 4.17.
 
Labor Relations.  
 
A-21

SECTION 4.18.
 
Brokers.  
 
A-21

SECTION 4.19.
 
Section 203 of the DGCL.  
 
A-21

SECTION 4.20.
 
Action of the Board of Directors.  
 
A-21

SECTION 4.21.
 
Information Supplied.  
 
A-21

SECTION 4.22.
 
Voting Requirements.  
 
A-22

SECTION 4.23.
 
Opinion of Financial Advisor.  
 
A-22

ARTICLE V. CONDUCT OF BUSINESS PENDING THE MERGER
 
A-22

SECTION 5.1.
 
Conduct of Business by the Company Pending the Closing.  
 
A-22

SECTION 5.2.
 
No Solicitation.  
 
A-24

ARTICLE VI. ADDITIONAL AGREEMENTS
 
A-26

SECTION 6.1.
 
Proxy Statement.  
 
A-26

SECTION 6.2.
 
Stockholders Meeting.  
 
A-26

SECTION 6.3.
 
Compliance with Law.  
 
A-27

SECTION 6.4.
 
Notification of Certain Matters.  
 
A-27

SECTION 6.5.
 
Access to Information.  
 
A-27

SECTION 6.6.
 
Public Announcements.  
 
A-28

SECTION 6.7.
 
Reasonable Best Efforts; Cooperation.  
 
A-28

SECTION 6.8.
 
Agreement to Defend and Indemnify.  
 
A-29

SECTION 6.9.
 
State Takeover Laws.  
 
A-30

SECTION 6.10.
 
Employee Matters.  
 
A-30

ARTICLE VII. CONDITIONS OF MERGER
 
A-30

SECTION 7.1.
 
Conditions for Each Party's Obligations to Effect the Merger.  
 
A-30

SECTION 7.2.
 
Conditions for Obligations of Parent and Merger Sub.  
 
A-31

SECTION 7.3.
 
Conditions for Obligations of the Company.  
 
A-31

ARTICLE VIII. TERMINATION
 
A-32
         

A-ii


SECTION 8.1.
 
Termination.  
 
A-32

SECTION 8.2.
 
Effect of Termination.  
 
A-33

ARTICLE IX. GENERAL PROVISIONS
 
A-34

SECTION 9.1.
 
Non-Survival of Representations, Warranties and Agreements.  
 
A-34

SECTION 9.2.
 
Notices.  
 
A-34

SECTION 9.3.
 
Expenses.  
 
A-35

SECTION 9.4.
 
Headings.  
 
A-35

SECTION 9.5.
 
Severability.  
 
A-36

SECTION 9.6.
 
Assignment.  
 
A-36

SECTION 9.7.
 
Governing Law.  
 
A-36

SECTION 9.8.
 
Amendment.  
 
A-36

SECTION 9.9.
 
Waiver.  
 
A-36

SECTION 9.10.
 
Entire Agreement; No Third Party Beneficiaries.  
 
A-36

SECTION 9.11.
 
Counterparts.  
 
A-37

SECTION 9.12.
 
Interpretation.  
 
A-37

SECTION 9.13.
 
Enforcement; Waiver of Jury Trial.  
 
A-37

A-iii


INDEX TO DISCLOSURE SCHEDULES

        Any information provided in any Disclosure Schedule hereto (other than in SECTION 1 or SECTION 4.8 of the Disclosure Schedules) is considered disclosed in each and every other Disclosure Schedule hereto (other than SECTIONS 4.2, 4.6 and 4.7 of the Disclosure Schedules) as to which such information is applicable, to the extent that it is apparent from the face of such disclosure that such disclosure is applicable to such other Disclosure Schedule. The Company agrees that the disclosure in SECTION 4.8 of the Disclosure Schedules does not, and is not intended to, qualify any of its representations and warranties in this Agreement other than the representations and warranties in SECTION 4.8 hereof. Any disclosure in any Disclosure Schedule of any contract, document, liability, default, breach, violation, limitation, impediment or other matter, although the provision for such disclosure may require such disclosure only if such contract, document, liability, default, breach, violation, limitation, impediment or other matter be "material," shall not be construed against the Company, as an assertion that any such contract, document, liability, default, breach, violation, limitation, impediment or other matter is, in fact, material.

SECTION 1   Patent Licensing Agreements
SECTION 4.1   Subsidiaries
SECTION 4.2   Capitalization
SECTION 4.4   No Conflict and Consents
SECTION 4.6   SEC Filings; Financial Statements
SECTION 4.7   Absence of Certain Changes or Events
SECTION 4.8   Litigation
SECTION 4.9   Employee Benefit Plans
SECTION 4.10   Properties
SECTION 4.11   Intellectual Property
SECTION 4.12   Insurance
SECTION 4.15   Material Contracts
SECTION 4.16   Taxes
SECTION 5.1   Conduct of Business Pending Closing

A-iv


AGREEMENT AND PLAN OF MERGER

        AGREEMENT AND PLAN OF MERGER, dated as of June 28, 2004 (the "Agreement"), among Information Holdings Inc., a Delaware corporation (the "Company"), The Thomson Corporation, an Ontario, Canada corporation ("Parent"), and Thyme Corporation, a Delaware corporation and a Subsidiary of Parent ("Merger Sub").

W I T N E S S E T H:

        WHEREAS, the Boards of Directors of the Company, Parent and Merger Sub have each determined that it is advisable and in the best interests of their respective stockholders for Merger Sub to merge with and into the Company (the "Merger") in accordance with the General Corporation Law of the State of Delaware (the "DGCL") and upon the terms and subject to the conditions set forth herein;

        WHEREAS, the Boards of Directors of the Company, Merger Sub and Parent have each approved the Merger;

        WHEREAS, the Board of Directors of the Company (the "Board of Directors") has approved this Agreement and has determined that the consideration to be paid for each share of common stock, par value $0.01 per share, of the Company ("Company Common Stock") in the Merger is fair to the holders of such shares;

        WHEREAS, concurrently with the execution and delivery of this Agreement, as a condition and inducement to Parent's and Merger Sub's willingness to enter into this Agreement, certain stockholders of the Company are entering into a Voting and Proxy Agreement with respect to the voting of Company Common Stock with respect to the Merger (the "Voting Agreement"); and

        WHEREAS, concurrently with the execution and delivery of this Agreement, as a condition and inducement to Parent's and Merger Sub's willingness to enter into this Agreement, the Chief Executive Officer of the Company is entering into a non-competition agreement and a director of the Company is delivering a release agreement to Parent.

        NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the Company, Parent and Merger Sub hereby agree as follows:

ARTICLE I.

DEFINITIONS

        Adverse Recommendation Change: shall have the meaning set forth in SECTION 5.2(b) hereof.

        Affiliate: shall mean with respect to any Person, a Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the first mentioned Person.

        Agreement: shall have the meaning set forth in the introduction hereto.

        Board of Directors: shall have the meaning set forth in the recitals hereto.

        Business Day: shall mean any day, other than Saturday, Sunday or a federal holiday or any other day in which commercial banks are required or authorized to close in New York, New York.

        Certificate of Merger: shall have the meaning set forth in SECTION 2.3 hereof.

        Certificate: shall have the meaning set forth in SECTION 2.7(a) hereof.

        Closing: shall have the meaning set forth in SECTION 2.2 hereof.

A-1


        Closing Date: shall have the meaning set forth in SECTION 2.2 hereof.

        Code: shall mean the Internal Revenue Code of 1986, as amended.

        Company: shall have the meaning set forth in the introduction hereto.

        Company Acquisition Agreement: shall have the meaning set forth in SECTION 5.2 hereof.

        Company Common Stock: shall have the meaning set forth in the recitals hereto.

        Company Employee Benefit Plans: shall have the meaning set forth in SECTION 4.9(a) hereof.

        Company Intellectual Property Rights: shall have the meaning set forth in SECTION 4.11(d) hereof.

        Company Leases: shall have the meaning set forth in SECTION 4.10(b) hereof.

        Company Material Contracts: shall have the meaning set forth in SECTION 4.15 hereof.

        Company Multiemployer Plan: shall have the meaning set forth in SECTION 4.9(e) hereof.

        Company Preferred Stock: shall have the meaning set forth in SECTION 4.2(a) hereof.

        Company Representatives: shall have the meaning set forth in SECTION 5.2(a) hereof.

        Competition Law: means the Sherman Act, as amended, the Clayton Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all other federal, state and foreign, if any, laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition.

        Confidentiality Agreement: shall mean that certain Confidentiality Agreement, dated April 21, 2004, by and between Company and Parent.

        Derivative Security: shall mean any option, warrant, put, call, restricted stock award, stock appreciation right, phantom stock award or other right to acquire shares of capital stock or other equity interests of the Company or other rights that are linked to the price or value of the Company's business or the Company Common Stock, which in any case is issued by the Company or any Subsidiary of the Company.

        DGCL: shall have the meaning set forth in the recitals hereto.

        Disclosure Schedules: shall mean the disclosure schedules delivered by the Company to Parent pursuant to this Agreement.

        Dissenting Shares: shall have the meaning set forth in SECTION 2.8(a) hereof.

        Effective Time: shall have the meaning set forth in SECTION 2.3 hereof.

        Environmental Laws: shall have the meaning set forth in SECTION 4.13 hereof.

        ERISA: shall have the meaning set forth in SECTION 4.9(a) hereof.

        Exchange Act: shall mean the Securities Exchange Act of 1934, as amended.

        Exchange Agent: shall have the meaning set forth in SECTION 2.9(a) hereof.

        Exchange Fund: shall have the meaning set forth in SECTION 2.9(a) hereof.

        Excluded Shares: shall have the meaning set forth in SECTION 2.7(b) hereof.

        Fee Account: shall have the meaning set forth in SECTION 8.2(b)(i) hereof.

        Filed SEC Reports: shall have the meaning set forth in SECTION 4.6(c) hereof.

        GAAP: shall mean United States generally accepted accounting principles.

A-2


        Governmental Entity: any federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, in each case domestic or foreign.

        HSR Act: shall mean the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

        Indemnified Parties: shall have the meaning set forth in SECTION 6.8(a) hereof.

        Intellectual Property Rights: shall have the meaning set forth in SECTION 4.11(a) hereof.

        In-the-Money Options: shall mean any Options or other securities convertible into or exchangeable for shares of Company Common Stock that (i) are outstanding immediately before the Effective Time and (ii) have an exercise or conversion price of less than the Merger Consideration.

        Knowledge: shall mean the actual knowledge of the following persons, after reasonable investigation: Mr. Mason P. Slaine, Mr. Vincent A. Chippari, Mr. Jay Nadler and Mr. Daniel Videtto and Mr. Michael Baycroft.

        License Agreements: shall have the meaning set forth in SECTION 4.11(c) hereof.

        Licensed Intellectual Property: shall have the meaning set forth in SECTION 4.11(c) hereof.

        Material Adverse Effect: shall mean a change or effect on the business of the Company or any of its Subsidiaries that, or state of facts, circumstance, development or occurrence (any such item, an "Effect") that, individually or taken together with all other Effects, is materially adverse to (a) the business, operations, assets or, liabilities, condition (financial or otherwise) or results of operations of the Company and its Subsidiaries taken as a whole or (b) the ability of the Company to consummate the transactions contemplated by this Agreement without material delay; provided, however, that the term "Material Adverse Effect" shall not include any Effect to the extent resulting from: (i) a change in law or GAAP or the interpretation thereof that applies generally to the industries in which the Company or its Subsidiaries operate; (ii) any change, occurrence, development, event, series of events or circumstances (A) affecting the industries in which the Company or any of its Subsidiaries operate, (B) affecting the general economy of any nation or region in which the Company or any of its Subsidiaries operate, (C) affecting national or international political conditions, including the engagement by the United States in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack upon the United States or (D) arising from the execution of this Agreement, the announcement of the Merger or the transactions contemplated hereby (including, but not limited to, cancellations in customer orders, reduction in sales, disruption in suppliers, distributors, partners or similar relationships, or loss of employees, and any litigation brought by stockholders of the Company in connection with the Merger), except, in the case of clauses (A), (B) and (C), if such Effect materially disproportionately affects the Company and its Subsidiaries, taken as a whole, as compared to the other entities operating in such industries, nations or regions or in the United States, respectively, and except, in the case of clause (D), for (x) any litigation if the underlying claim is not dependent on the announcement or pendency of the Merger and (y) any Effect to the extent related to a breach of the Company's representations and warranties in SECTIONS 4.4 and 4.15; and (iii) any change, occurrence, development, event, series of events or circumstances resulting from compliance with the terms of, or the taking of any action required by, this Agreement.

        Merger: shall have the meaning set forth in the recitals hereto.

        Merger Sub: shall have the meaning set forth in the recitals hereto.

        NYSE: shall mean the New York Stock Exchange.

        Option Plan: shall have the meaning set forth in SECTION 2.10 hereof.

A-3


        Options: shall have the meaning set forth in SECTION 2.10 hereof.

        Owned Intellectual Property: shall have the meaning set forth in SECTION 4.11(b) hereof.

        Parent: shall have the meaning set forth in the introduction hereto.

        Patent Licensing Agreements: shall mean the Patent Licensing/Sale Agent Agreements listed on SECTION 1 of the Disclosure Schedules as in effect on the date hereof.

        Person: shall mean an individual, corporation, partnership, limited liability company, association, trust, unincorporated organization, Governmental Entity or other entity.

        Products: shall have the meaning set forth in SECTION 4.11(a) hereof.

        Proxy Statement: shall have the meaning set forth in SECTION 6.1(a) hereof.

        Sarbanes-Oxley Act: shall mean the Sarbanes-Oxley Act of 2002.

        SEC: shall mean the Securities and Exchange Commission.

        SEC Reports: shall have the meaning set forth in SECTION 4.6(a) hereof.

        Securities Act: shall mean the Securities Act of 1933, as amended.

        Stockholder Approval: shall have the meaning set forth in SECTION 4.22 hereof

        Stockholders Meeting: shall have the meaning set forth in SECTION 6.1(a) hereof.

        Subsidiary: shall mean any corporation or other legal entity of which a Person (either alone or together with any other Subsidiary) owns more than 50% of the stock or other equity interests the holder of which is generally entitled to vote for the election of the board of directors or other governing body of such corporation or other legal entity.

        Superior Proposal: means any bona fide offer or proposal by a Third Party to acquire, directly or indirectly, all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, or more than 50% of the Company Common Stock then outstanding pursuant to a merger, consolidation or other business combination, sale of shares of capital stock or other equity interests, sale of assets, tender offer, exchange offer or similar transaction with respect to either the Company or its Subsidiaries, and (i) otherwise on terms consisting of cash and/or securities which the Board of Directors determines in good faith (after consultation with its financial advisor) to have a higher value than the consideration payable in the Merger and to be more favorable to the Company's stockholders than the Merger, in each case after taking into account at the time of determination any changes to the terms of this Agreement that as of that time have been proposed by Parent and (ii) which, in the good faith judgment of the Board of Directors, is reasonably likely to be consummated in a timely manner, taking into account all other legal, financial, regulatory and other aspects of such Takeover Proposal; provided, however, that no Takeover Proposal will be deemed to be a Superior Proposal if consummation of the transaction contemplated thereby is subject to a financing condition and the financing required to satisfy such condition is not fully committed pursuant to a commitment letter from one or more institutions which are capable of providing such financing.

        Surviving Corporation: shall have the meaning set forth in SECTION 2.1 hereof.

        Surviving Corporation Common Stock: shall have the meaning set forth in SECTION 2.7(c) hereof.

        Takeover Proposal: means any inquiry, offer or proposal by a Third Party relating to, or that is reasonably likely to lead to, the acquisition, directly or indirectly, 20% or more of the fair market value of the assets of the Company and its Subsidiaries, taken as a whole, or 20% or more of the Company Common Stock then outstanding pursuant to a merger, consolidation or other business combination, sale of shares of capital stock or other equity interests, sale of assets, tender offer, exchange offer, recapitalization, liquidation, joint venture or similar transaction with respect to either the Company or its Subsidiaries.

A-4

        Tax or Taxes: shall mean (i) all taxes, charges, fees, levies or other assessments, including, without limitation, all net income, gross income, gross receipts, sales, use, ad valorem, goods and services, capital, transfer, franchise, profits, license, withholding, payroll, employment, employer health, excise, severance, stamp, occupation, real and personal property, social security, estimated, recording, gift, value assessed, windfall profits, alternative, environmental or other taxes, customs duties, fees, assessments or charges of any kind whatsoever, whether computed on a separate, consolidated, unitary, combined or other basis, together with any interest, fines, penalties, additions to tax or other additional amounts imposed by any taxing authority (domestic or foreign); (ii) all liability for the payment of any amounts of the type described in clause (i) as the result of being a member of an affiliated, consolidated, combined or unitary group; and (iii) all liability for the payment of any amounts as a result of an express or implied obligation to indemnify any other Person with respect to the payment of any amounts of the type described in clause (i) or clause (ii).

        Tax Return: shall mean any return, declaration, report, estimate, information return or other document (including any documents, statements or schedules attached thereto and amendment thereof) required to be filed with any federal, state, local or foreign tax authority with respect to Taxes.

        Termination Date: shall have the meaning set forth in SECTION 8.1(b)(iii) hereof.

        Termination Fee: shall have the meaning set forth in SECTION 8.2(b)(i) hereof.

        Third Party: shall mean any Person or group other than Parent, Merger Sub or any Affiliate thereof.

        Voting Agreement: shall have the meaning set forth in the Recitals hereto.

        United States Bank: shall have the meaning set forth in SECTION 2.9(f).

ARTICLE II.

THE MERGER

        SECTION 2.1.    The Merger.    

        At the Effective Time and subject to and upon the terms and conditions of this Agreement and the DGCL, Merger Sub shall be merged with and into the Company, the separate corporate existence of Merger Sub shall cease, and the Company shall continue as the surviving corporation under the laws of the state of Delaware, as a wholly owned Subsidiary of Parent. The Company as the surviving corporation after the Merger is hereinafter referred to as the "Surviving Corporation."

        SECTION 2.2.    Closing.    

        The closing of the Merger (the "Closing") shall take place (i) at the offices of Willkie Farr & Gallagher LLP, 787 Seventh Avenue, New York, NY 10019 at 10:00 a.m. EST on the second Business Day following the satisfaction (or, to the extent permitted by law, waiver by all parties) of the conditions set forth in SECTION 7.1, provided, however, if on such day the conditions set forth in SECTION 7.2 or SECTION 7.3 have not been satisfied (or, to the extent permitted by law, waived by the party entitled to the benefits thereof), then the Closing shall occur as soon as possible thereafter but no later than the second Business Day after such satisfaction or (ii) at such other place, time and date as shall be agreed in writing between Parent and the Company. The date on which the Closing occurs is referred to in this Agreement as the "Closing Date."

        SECTION 2.3.    Effective Time.    

        Prior to the Closing, the parties shall prepare, and on the Closing Date the parties shall file, a certificate of merger (the "Certificate of Merger"), in accordance with Section 251 of the DGCL, with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with the relevant provisions of, the DGCL. The Merger shall become effective at the time of the filing of the Certificate of Merger with the Secretary of State of Delaware in accordance with

A-5

Section 251 of the DGCL or at such later time as may be specified in the Certificate of Merger. The time when the Merger shall become effective is herein referred to as the "Effective Time."

        SECTION 2.4.    Effect of the Merger.    

        At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all the property, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.

        SECTION 2.5.    Subsequent Actions.    

        If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any deeds, bills of sale, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub, all such deeds, bills of sale, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.

        SECTION 2.6.    Certificate of Incorporation; Bylaws; Directors and Officers.    


        SECTION 2.7.    Conversion of Securities.    

        At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company or the holder of any of the following securities:

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        SECTION 2.8.    Dissenting Shares.    

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        SECTION 2.9.    Surrender of Shares; Stock Transfer Book.    

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        SECTION 2.10.    Options and Option Plans.    

        The Company shall take all reasonable actions necessary to provide that, as of the Effective Time, each then outstanding option to purchase shares of Company Common Stock (the "Options") granted under the Company's 1998 Stock Option Plan, as amended (the "Option Plan"), whether or not then exercisable or vested, shall be cancelled and shall be of no further force or effect and, in consideration

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of such cancellation, the holders thereof shall be entitled to receive an amount in cash equal to the product of (i) the amount by which (x) the Merger Consideration exceeds (y) the applicable per share exercise price of the Option subject to cancellation, if any, and (ii) the number of shares subject to such Option at the time of such cancellation. Such amount shall be subject to reduction by applicable Tax withholding.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES OF
PARENT & MERGER SUB

        Parent and Merger Sub represent and warrant to the Company as follows:

        SECTION 3.1.    Organization and Good Standing.    

        Each of Parent and Merger Sub is a corporation, duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority and any necessary governmental authority and approvals to own, operate or lease the properties that it purports to own, operate or lease and to carry on its business as it is now being conducted.

        SECTION 3.2.    Capitalization.    

        All of the outstanding shares of common stock in Merger Sub have been validly issued and are fully paid and non-assessable and are owned directly and indirectly beneficially and of record by Parent (or a Subsidiary thereof) free and clear of any liens, security interests, pledges, agreements, claims, charges or encumbrances of any nature whatsoever.

        SECTION 3.3.    Authority Relative to This Agreement.    

        Parent and Merger Sub have the necessary corporate power and authority to enter into this Agreement and to carry out their obligations hereunder. The execution and delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub and no other corporate proceeding on the part of Parent or Merger Sub is necessary for the execution and delivery of this Agreement by Parent or Merger Sub, the performance by Parent or Merger Sub of their respective obligations hereunder and the consummation by Parent or Merger Sub of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and Merger Sub and, when duly executed by the Company, shall constitute a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of them in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors' rights generally and by principles of equity regarding the availability of remedies.

        SECTION 3.4.    No Conflict and Consents.    

        The execution and delivery of this Agreement by Parent and Merger Sub do not, and the performance of this Agreement by Parent and Merger Sub will not (i) conflict with, contravene or violate any law, regulation, court order, judgment or decree applicable to Parent or Merger Sub or by which any of their property is bound or affected, (ii) violate or conflict with either the Certificate of Incorporation or Bylaws or other organizational documents of either Parent or Merger Sub or (iii) require any consent under or result in any violation or breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination or cancellation of, or result in the creation of a lien or encumbrance on any of the property or assets of Parent or Merger Sub pursuant to, any contract, instrument, permit, license or franchise to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any of their property is bound or affected, except for any conflicts, violations, breaches or defaults, terminations,

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cancellations or rights of terminations or cancellation which, assuming the exercise of any rights of termination or cancellation, would not reasonably be likely to prevent or materially delay the consummation of any of the transactions contemplated by this Agreement.

        SECTION 3.5.    Governmental Approvals and Required Filings.    

        Except for (i) the filings under the Exchange Act, the HSR Act and any other applicable Competition Law and the rules and regulations promulgated thereunder and (ii) the filing of the Certificate of Merger in accordance with Section 251 of the DGCL, neither Parent, Merger Sub nor any of their Subsidiaries is required to submit any notice, report or other filing with any Governmental Entity, in connection with the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby by Parent and Merger Sub; and no waiver, consent, approval or authorization of any Governmental Entity is required to be obtained or made by either Parent or Merger Sub or any of their Subsidiaries in connection with the execution, delivery or performance of this Agreement by Parent and Merger Sub; except in each case where the failure to obtain or make such waivers, filings, consents, approvals or authorizations or to submit such notice or report would not reasonably be expected to prevent or materially delay the consummation of any of the transactions contemplated by this Agreement.

        SECTION 3.6.    Financing Arrangements.    

        Parent and/or Merger Sub have available funds sufficient in amount to pay the Merger Consideration at the Effective Time and any and all related fees and expenses.

        SECTION 3.7.    No Prior Activities.    

        Except for obligations or liabilities incurred in connection with its incorporation or organization or the negotiation and consummation of this Agreement and the transactions contemplated hereby (including any financing), Merger Sub has not incurred any obligations or liabilities, and has not engaged in any business or activities of any type or kind whatsoever or entered into any agreements or arrangements with any Person or entity.

        SECTION 3.8.    Brokers.    

        No broker, finder or investment banker is entitled to any brokerage, finder's or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by and on behalf of Parent or Merger Sub, other than Bear, Stearns & Co. Inc., whose fees and expenses shall be paid by Parent.

        SECTION 3.9.    Information Supplied.    

        None of the information supplied by Parent or Merger Sub or their officers, directors, representatives, agents or employees, for inclusion or incorporation by reference in the Proxy Statement will, on the date the Proxy Statement is first mailed to stockholders, at the time of the Stockholders Meeting or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If at any time prior to the date of the Stockholders Meeting, any event with respect to Parent or Merger Sub, or with respect to information supplied by Parent or Merger Sub specifically for inclusion in the Proxy Statement, shall occur which is required to be described in an amendment of, or supplement to, the Proxy Statement, such event shall be so described by Parent or Merger Sub and provided to the Company. All documents that Parent or Merger Sub is responsible for filing with the SEC in connection with the transactions contemplated herein will comply as to form, in all material respects, with the provisions of the Exchange Act, and each such document required to be filed with any Governmental Entity (other than the SEC) will comply in all material respects with the provisions of applicable law as to the information required to be contained therein. Notwithstanding the foregoing, Parent and Merger Sub make no representation or warranty with

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respect to the information supplied or to be supplied by the Company or any Affiliate thereof for inclusion or incorporation by reference in the Proxy Statement.

ARTICLE IV.

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

        The Company hereby represents and warrants to Parent and Merger Sub as follows:

        SECTION 4.1.    Organization and Qualification; Subsidiaries.    

        SECTION 4.2.    Capitalization.    

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        SECTION 4.3.    Authority Relative to This Agreement.    

        The Company has the necessary corporate power and authority to enter into this Agreement and, subject to obtaining any necessary stockholder approval of the Merger at the Stockholders Meeting, to carry out its obligations hereunder. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, subject to the approval of the Merger by the Company's stockholders in accordance with the DGCL. This Agreement has been duly executed and delivered by the Company and, when duly executed by Parent and Merger Sub, shall constitute a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors' rights generally and by principles of equity regarding the availability of remedies.

        SECTION 4.4.    No Conflict and Consents.    

        Except as set forth in SECTION 4.4 of the Disclosure Schedules with respect to clause (iii) below, the execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company will not, (i) conflict with, contravene or violate any law, regulation, court order, judgment or decree applicable to the Company or any of its Subsidiaries or by which its or any of their property is bound or affected, (ii) violate or conflict with the Company's Certificate of Incorporation or Amended and Restated Bylaws or equivalent organizational documents of any of its Subsidiaries or (iii) conflict with, require any consent under or result in any violation or breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to any acceleration of any obligation or to a loss of a material benefit under, or give to others any rights of termination or cancellation of, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or result in the creation of a lien or encumbrance on any of the property or assets of the Company or any of its Subsidiaries pursuant to,

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any contract, instrument, permit, license or franchise to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or its or any of their property is bound or affected, except for any conflicts, violations, breaches or defaults, terminations, cancellations or rights of terminations or cancellation, which, assuming the exercise of any rights of termination or cancellation, would not reasonably be expected to have a Material Adverse Effect.

        SECTION 4.5.    Governmental Approvals and Required Filings.    

        Except for (i) applicable filings under the Exchange Act (including the Proxy Statement), (ii) the filings under the HSR Act and the rules and regulations promulgated thereunder and any other applicable Competition Law, (iii) the filing of the Certificate of Merger in accordance with Section 251 of the DGCL and (iv) such filings as may be required in any jurisdiction where the Company is qualified or authorized to do business as a foreign corporation in order to maintain such qualification or authorization, the Company and each of its Subsidiaries is not required to submit any notice, report or other filing with any Governmental Entity, in connection with the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby, except where the failure to make such filing would not reasonably be expected to have a Material Adverse Effect. Except as set forth in the foregoing sentence or SECTION 4.5 of the Disclosure Schedules, no other waiver, consent, approval or authorization of any Governmental Entity is required to be obtained or made by the Company or any of its Subsidiaries in connection with its execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby except where the failure to obtain or make such waivers, consents, approvals or authorizations would not reasonably be expected to have a Material Adverse Effect.

        SECTION 4.6.    SEC Filings; Financial Statements.    

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        SECTION 4.7.    Absence of Certain Changes or Events.    

        Except as expressly permitted by this Agreement or as set forth in SECTION 4.7 of the Disclosure Schedules or the Filed SEC Reports, since December 31, 2003, the businesses of the Company and the Subsidiaries have been conducted in the ordinary course consistent with past practice and there has not been:

        SECTION 4.8.    Litigation.    

        Except as set forth in SECTION 4.8 of the Disclosure Schedules, there are no claims, actions, suits, proceedings or investigations pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries, or any properties or rights of the Company or any of its Subsidiaries, before any Governmental Entity or arbitrator or mediator which would, reasonably be expected to have a Material Adverse Effect. As of the date hereof, to the Knowledge of the Company, neither the Company nor any of its Subsidiaries nor any of their property is subject to any order, judgment, injunction or decree.

        SECTION 4.9.    Employee Benefit Plans.    

        (a)   SECTION 4.9(a) of the Disclosure Schedules sets forth a list of all material "employee benefit plans", as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and other employee benefit or executive compensation arrangements, perquisite programs or payroll practices, that are maintained by the Company or any Subsidiary or Affiliate thereof or to which the Company or any Subsidiary or Affiliate thereof is obligated to contribute thereunder for current or former employees of the Company or any Subsidiary (the "Company Employee Benefit Plans").

        (b)   Each Company Employee Benefit Plan that is intended to qualify under Section 401 of the Code has received a favorable determination letter to such effect, and, to the Company's Knowledge, nothing has occurred with respect to any such Company Employee Benefit Plan that would reasonably be expected to cause any such favorable determination letter to be unreliable.

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        (c)   Copies of the following documents, to the extent applicable, with respect to each of the Company Benefit Plans, have been made available to Parent by the Company: (i) plan documents, related trust documents, annuity or insurance contracts and any amendments thereto; (ii) the most recent annual reports on Form 5500 filed with the IRS; (iii) the most recent IRS determination letter; and (iv) the most recent summary plan description and subsequent summaries of material modification; and (v) all government-provided notices received in connection with any Company Employee Benefit Plan.

        (d)   Each Company Employee Benefit Plan has been maintained and administered, in all material respects, in accordance with its terms and with applicable laws, including if applicable, all provisions of ERISA and the Code (including rules and regulations thereunder). Other than claims for benefits submitted in the ordinary course by participants or beneficiaries, no claim, investigation, audit, legal or regulatory proceeding (including any compliance resolution proceeding) involving or relating to any Company Employee Benefit Plan that would reasonably be expected to have a Material Adverse Effect is pending or, to the Company's Knowledge, threatened.

        (e)   Neither the Company nor any ERISA Affiliate has, or has had, any material liability under Title IV of ERISA or Section 412 of the Code. None of the Company Employee Benefit Plans is a "multiemployer plan", as defined in Section 4001(a)(3) of ERISA (a "Company Multiemployer Plan"). Neither the Company, nor any Company ERISA Affiliate has maintained, sponsored or withdrawn in a complete or partial withdrawal from any Company Multiemployer Plan, nor has any of them incurred any liability due to the termination or reorganization of a Company Multiemployer Plan which has not been satisfied in full.

        (f)    Except as provided in SECTION 4.9(f) of the Disclosure Schedules, none of the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby or the performance by the Company of its obligations hereunder will (i) result in any payment becoming due under any Company Employee Benefit Plan or under any agreement involving the Company or any Affiliate, (ii) increase any benefits otherwise payable under any Company Employee Benefit Plan or (iii) result in the acceleration of the time of payment or vesting of any such benefits to any extent.

        (g)   The Company has the right at any time to amend or terminate each Company Employee Benefit Plan without incurring any material liability other than with respect to benefits that have already accrued under a retirement plan. Except to the extent required under Part 6 of Title I of ERISA or similar state laws, neither the Company nor any Affiliate has any material obligation or accrued liability in respect of post-retirement health, life or other welfare benefits for employees or former employees of the Company or an Affiliate.

        SECTION 4.10.    Properties.    

        (a)   Except as set forth in SECTION 4.10(a) of the Disclosure Schedules, the Company and each of its Subsidiaries has good and marketable title to, or a valid leasehold interest in, all of its respective properties and assets, free and clear of all liens and other encumbrances other than: (i) liens reflected (or with respect to liabilities reflected) in the Company's most recent audited financial statements of the Company or any of its Subsidiaries included in the Filed SEC Reports; (ii) mechanics', workmen's or similar liens; (iii) easements, rights of way or similar encumbrances that do not materially interfere with the operations of the business of the Company and its Subsidiaries as presently conducted; (iv) liens for Taxes not yet delinquent and assessments not in default; and (v) liens and other encumbrances that would not reasonably be expected to have a Material Adverse Effect.

        (b)   SECTION 4.10(b) of the Disclosure Schedules sets forth a true and complete list of (i) all real property owned in fee by the Company or any of its Subsidiaries and (ii) each lease or sublease relating to any real property leased by the Company or any of its Subsidiaries that requires future annual lease

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payments in excess of $50,000, together with all amendments and supplements thereto (collectively, the "Company Leases").

        (c)   Except as set forth in SECTION 4.10(c) of the Disclosure Schedules, neither the Company nor any of its Subsidiaries has assigned its interest under any Company Lease, or subleased all or any part of the space demised thereby, to any Third Party.

        (d)   The Company has, or has caused to be, made available to Parent or its representatives copies of the Company Leases. To the Company's Knowledge, each Company Lease is valid and in full force and effect. The Company and each of its Subsidiaries is in compliance in all material respects with the terms of all Company Leases to which it is a party, and enjoys peaceful and undisturbed possession under all Company Leases, except for instances of non-compliance or failures to enjoy peaceful and undisturbed possession that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect.

        SECTION 4.11.    Intellectual Property.    

        (a)   Except as set forth in SECTION 4.11(a) of the Disclosure Schedules, each of the Company and its Subsidiaries owns, or is licensed or otherwise possesses rights to use all patents, patent applications, trademarks and service marks (registered or unregistered), trade names, domain names, computer software (excluding commercially available, off-the-shelf software) and copyrights and applications and registrations therefor, trade secrets, know-how and all other intellectual property of any kind (collectively, the "Intellectual Property Rights") that are used in or necessary for the operation of the business of the Company and its Subsidiaries as currently conducted, including for the commercialization, offering and distribution of the products and services of the Company and its Subsidiaries (the "Products"), except the failure of which would not reasonably be expected to have a Material Adverse Effect.

        (b)   SECTION 4.11(b) of the Disclosure Schedules sets forth a list of all patents, patent applications, trademark and service mark applications and registrations and registered copyrights and domain names owned by the Company or any of its Subsidiaries. With respect to each item of Intellectual Property Rights owned by the Company or any of its Subsidiaries ("Owned Intellectual Property"), the Company or the applicable Subsidiary is the sole owner of such Owned Intellectual Property free and clear of any liens, security interests, pledges, agreements, claims, charges or encumbrances of any nature whatsoever.

        (c)   SECTION 4.11(c) of the Disclosure Schedules sets forth a list of all the material licensing agreements to which the Company or any of its Subsidiaries is a party relating to the Intellectual Property Rights ("License Agreements", and Intellectual Property Rights licensed to the Company or any of its Subsidiaries, "Licensed Intellectual Property").

        (d)   Except as set forth in SECTION 4.11(d) of the Disclosure Schedules: (i) all Owned Intellectual Property and, to the Knowledge of Company, all Licensed Intellectual Property (collectively, "Company Intellectual Property Rights"), is in full force and effect, and has not through action or failure to act lapsed, been abandoned or otherwise been forfeited in whole or in part, (ii) there are not pending or, to the Knowledge of the Company, threatened any oppositions, cancellations, invalidity proceedings, interferences or re-examination proceedings or any other proceedings challenging the validity, enforceability, scope, duration, ownership, use, license rights or effectiveness of any Company Intellectual Property Rights; (iii) neither the Company nor any of its Subsidiaries has any pending or, to the Knowledge of the Company, threatened claim against any other Person or is aware of any violation, misappropriation, or infringement by any other Person of the Company's or any of its Subsidiaries' rights to or in connection with the Company Intellectual Property Rights; and (iv) the conduct of the business of the Company and the Subsidiaries as currently conducted does not conflict with, infringe upon, misappropriate or otherwise violate the Intellectual

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Property Rights of any Person, and no claim has been asserted or threatened against the Company or any of its Subsidiaries alleging that the conduct of the business of the Company or any of its Subsidiaries as currently conducted conflicts with, infringes upon, misappropriates or otherwise violates the Intellectual Property Rights of any Person, except in each case as would not reasonably be expected to have a Material Adverse Effect.

        (e)   The Company and its Subsidiaries have taken all reasonable steps in order to safeguard and protect all Company Intellectual Property Rights, except as would not reasonably be expected to have a Material Adverse Effect.

        (f)    None of the execution and delivery of this Agreement, the consummation of the Merger and the other transactions contemplated hereby nor the performance by the Company of its obligations hereunder would reasonably be expected to adversely affect any rights of the Company or any of its Subsidiaries with respect to any of the Company Intellectual Property Rights, or the validity, enforceability, use, ownership, license rights, scope, effectiveness or duration of any such Intellectual Property Rights, except as would not reasonably be expected to have a Material Adverse Effect.

        SECTION 4.12.    Insurance.    

        SECTION 4.12 of the Disclosure Schedules sets forth a list of all insurance policies carried by, or covering the Company and its Subsidiaries with respect to their businesses, assets and properties that have policy periods that (i) commenced on or after the formation of the Company and (ii) end on or after the Closing Date. Copies or summaries of each such policy have been made available to Parent. No written notice of cancellation has been given with respect to any such policy. All premiums due on such policies have been paid and the Company and its Subsidiaries have complied in all material respects with the terms and provisions of such policies. All such polices that have policy periods that end on or after the Closing Date are in full force and effect.

        SECTION 4.13.    Environmental.    

        The Company and each of its Subsidiaries has obtained, maintained in effect and is in compliance with all material licenses, permits and other authorizations required under all applicable laws, regulations and other requirements of any Governmental Entity relating to pollution or to health, safety or to the protection of the environment ("Environmental Laws") and is and, to the Knowledge of the Company, has in the past been in compliance with all Environmental Laws, and there are no circumstances with respect to the Company or any of its Subsidiaries relating to environmental matters, except where any such circumstances, non-compliance or failure to obtain or maintain in effect any material licenses, permits or other authorizations would not reasonably be expected to have a Material Adverse Effect.

        SECTION 4.14.    Compliance with Laws.    

        Except as set forth on SECTION 4.14 of the Disclosure Schedules, the Company and each of its Subsidiaries are being, and since January 1, 2001 has been, operated in compliance with all laws, regulations, court orders, judgments, injunctions and decrees applicable thereto, and none of them has received, since such date, a written (or to the Knowledge of the Company oral) notice or other written communication alleging or seeking to investigate a failure so to comply, except for any instances of non-compliance which would not reasonably be expected to have a Material Adverse Effect.

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        SECTION 4.15.    Material Contracts.    

        (a) SECTION 4.15(a) of the Disclosure Schedules sets forth the following contracts, arrangements and understandings ("contracts") that the Company or any of the Subsidiaries is a party to or bound by (collectively referred to herein as "Company Material Contracts"):

        (b)   Except as set forth in SECTION 4.15(b) of the Disclosure Schedules, neither the Company nor any of its Subsidiaries is in material violation or default (with or without the passage of time or the giving of notice or both) under, or has given or received written notice of any material violation or default under (nor, to the Knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a material violation or default under) any Company Material Contract. To the Company's Knowledge, no other party to any Company Material Contract is (with or without the passage of time or the giving of notice or both) in material violation or default thereunder. Except as set forth in SECTION 4.15(b) of the Disclosure Schedules, the Company has, or has caused to be, made available to Parent or its representatives copies of all Company Material Contracts; provided, however, that in the case of customer contracts, only forms of such contracts have been provided.

        SECTION 4.16.    Taxes.    

        (a)   Except as set forth in SECTION 4.16 of the Disclosure Schedules, the Company and its Subsidiaries have (i) timely filed (taking into account applicable extensions) all material Tax Returns required to be filed by any of them with respect to the Company or any of its Subsidiaries and all such

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Tax Returns were true, correct and complete in all material respects when filed and (ii) paid or accrued (in accordance with GAAP) all material Taxes of the Company (or its Subsidiaries, as applicable) shown to be due on such returns.

        (b)   Except as set forth in SECTION 4.16 of the Disclosure Schedules, (i) no claim has been made by a taxing authority in a jurisdiction where the Company or any of its Subsidiaries has not filed a Tax Return that the Company or such Subsidiary is required to file a Tax Return in such jurisdiction, (ii) none of the Company or any of its Subsidiaries has requested any extension of time within which to file any Tax Return, which Tax Return has not since been filed, (iii) there are no outstanding waivers or comparable consents that have been given by the Company or any of its Subsidiaries regarding the application of any statute of limitations with respect to any Taxes or Tax Returns of the Company or any such Subsidiary, (iv) there are no audits, administrative proceedings or court proceedings relating to Taxes or Tax Returns of the Company or any Subsidiary currently pending, (v) there are no encumbrances for Taxes upon the assets or properties of the Company or any of its Subsidiaries except for statutory encumbrances for Taxes not yet due, (vi) none of the Company or any of its Subsidiaries is a party to any agreement, plan, contract or arrangement that would result, individually or in the aggregate, in a payment of a material amount that would not be deductible pursuant to the terms of Section 162(m) of the Code and (vii) each deficiency resulting from any audit or examination relating to Taxes of the Company, any of its Subsidiaries by any taxing authority (A) has been paid in full or (B) is being contested in good faith and has been adequately reserved for on the Company's financial statements in accordance with GAAP.

        (c)   The Company and each of its Subsidiaries has previously made available to Parent complete and accurate copies of (i) all audit reports and letter rulings relating to Taxes due with respect to the income or business of the Company or any of its Subsidiaries, (ii) all federal income Tax Returns filed by or on behalf of the Company or any of its Subsidiaries with any taxing authority in the last three years, (iii) any closing agreement, settlement agreement or similar agreement or arrangement entered into by or on behalf of the Company or any of its Subsidiaries with any taxing authority and (iv) any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement entered into by or on behalf of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has granted any power of attorney which is currently in force with respect to any Taxes or Tax Returns.

        (d)   Except as set forth in SECTION 4.16(d) of the Disclosure Schedules, none of the Company or any of its Subsidiaries has any liability for (or indemnification or reimbursement obligation with respect to) Taxes of any Person (i) under Treasury Regulation Section 1.1502-6 (or any similar provision under foreign, state or local law), (ii) as transferee or successor, (iii) by contract, or (iv) otherwise. Neither the Company nor any of its Subsidiaries has constituted either a "distributing corporation" or a "controlled corporation" (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock qualifying for Tax-free treatment under Section 355 of the Code (A) in the two years prior to the date of this Agreement, or (B) in a distribution that could otherwise constitute part of a "plan" or "series of related transactions" (within the meaning of Section 355 (e) of the Code) in conjunction with the Merger. The statutes of limitations for the federal income Tax Returns of the Company and its Subsidiaries have expired or otherwise have been closed for all Taxable periods ending on or before December 31, 2001. Neither the Company nor any of its Subsidiaries is or has been a United States real property holding corporation (as defined in Section 897(c)(2) of the Code). Neither the Company nor any of its Subsidiaries will be required to recognize for Tax purposes in a Taxable period beginning on or after the Closing Date any amount of income or gain which it would have been required to recognize under the accrual method of accounting in a Taxable period ending on or before the close of business on the Closing Date as a result of the installment method of accounting, the completed contract method of accounting, the cash method of accounting or a change in method of accounting.

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        SECTION 4.17.    Labor Relations.    

        Except as set forth in the Filed SEC Reports or SECTION 4.17 of the Disclosure Schedules: (i) each of the Company and its Subsidiaries is in compliance with all applicable laws, rules, regulations and orders respecting employment and employment practices, terms and conditions of employment, wages, hours or work and occupational safety and health, and is not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable law except any non-compliance which would not reasonably be expected to have a Material Adverse Effect; (ii) there is no labor grievance, arbitration, strike, slowdown, stoppage or lockout pending, or, to the Knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries; (iii) neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement with any union or other labor organization or is engaged in any labor negotiations with any labor union; and (iv) to the Knowledge of the Company, there are no activities or proceedings of any labor union to organize any non-union employees of the Company or any of its Subsidiaries.

        SECTION 4.18.    Brokers.    

        No broker, finder or investment banker (other than Morgan Stanley & Co. Incorporated) is entitled to any brokerage, finder's or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by and on behalf of the Company or any of its Subsidiaries. The Company has made available to Parent copies of all agreements between the Company and Morgan Stanley & Co. Incorporated pursuant to which Morgan Stanley & Co. Incorporated would be entitled to any payment relating to the transactions contemplated hereby.

        SECTION 4.19.    Section 203 of the DGCL.    

        The Board of Directors of the Company has taken all action necessary such that the restrictions of Section 203 of the DGCL will not apply to the Merger, this Agreement or the Voting Agreement and the transactions contemplated hereby and thereby.

        SECTION 4.20.    Action of the Board of Directors.    

        The Board of Directors, at a meeting duly called and held unanimously: (i) approved and adopted this Agreement, and the transactions contemplated hereby, including the Merger, and declared the Merger and this Agreement advisable; (ii) directed that this Agreement and the transactions contemplated hereby, including the Merger, be submitted to a vote for adoption and approval at a meeting of the Company's stockholders to be held as set forth in SECTION 6.2 and resolved to recommend, subject to SECTION 5.2 hereof, that the stockholders of the Company approve and adopt this Agreement and the transactions contemplated hereby, including the Merger; and (iii) determined that this Agreement and the transactions contemplated hereby are fair to and in the best interests of the stockholders of the Company.

        SECTION 4.21.    Information Supplied.    

        None of the information supplied by the Company or its officers, directors, representatives, agents or employees, for inclusion or incorporation by reference in the Proxy Statement will, on the date the Proxy Statement is first mailed to stockholders, at the time of the Stockholders Meeting or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If at any time prior to the date of the Stockholders Meeting, any event with respect to the Company, or with respect to information supplied by the Company specifically for inclusion in the Proxy Statement, shall occur which is required to be described in an amendment of, or supplement to, the Proxy Statement, such event shall be so described by the Company and provided to Parent and Merger Sub. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein will comply as to form, in all material respects, with the provisions of the Exchange Act, and each such document required to be filed with any

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Governmental Entity (other than the SEC) will comply in all material respects with the provisions of applicable law as to the information required to be contained therein. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to the information supplied or to be supplied by Parent, Merger Sub or any of their Affiliates for inclusion or incorporation by reference in the Proxy Statement.

        SECTION 4.22.    Voting Requirements.    

        The affirmative vote at the Stockholders Meeting or any adjournment or postponement thereof of the holders of a majority of the outstanding shares of Company Common Stock in favor of approving and adopting this Agreement (the "Stockholder Approval") is the only vote of the holders of any of the Company's capital stock necessary to approve or adopt this Agreement or the Merger or the consummation of the transactions contemplated by this Agreement.

        SECTION 4.23.    Opinion of Financial Advisor.    

        The Company has received the opinion of Morgan Stanley & Co. Incorporated in customary form to the effect that, as of the date hereof and based upon and subject to the factors and assumptions set forth therein, the Merger Consideration to be received by the stockholders of the Company pursuant to this Agreement is fair to such stockholders from a financial point of view, a copy of which has been or will within two Business Days of the date hereof be delivered to Parent.

ARTICLE V.

CONDUCT OF BUSINESS PENDING THE MERGER

        SECTION 5.1.    Conduct of Business by the Company Pending the Closing.    

        From the date of this Agreement to the Effective Time, except as expressly contemplated by this Agreement, the Company shall, and shall cause each of its Subsidiaries to (i) carry on their respective businesses in the ordinary course and (ii) use commercially reasonable efforts to preserve intact their respective current business organizations, to keep their respective physical assets in good working condition, to maintain the confidential nature of and legal protections applicable to and keep in full force and effect their material Intellectual Property Rights, to keep available the services of their respective current executive officers and key employees and to maintain good working relationships with the Company's lessors, lessees, licensors, licensees, employees, contractors, distributors, developers, vendors, customers, suppliers or other Persons having a material business relationship with the Company. Without limiting the generality of the foregoing, except as (x) expressly contemplated by this Agreement or (y) as set forth in SECTION 5.1 to the Disclosure Schedules, the Company shall not, and shall cause each of its Subsidiaries not to:

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        If the Company wishes to implement an IT systems disaster back-up facility, Parent may elect that the Company shall utilize the facilities of a third party provider of IT systems back-up facilities (an "Off Site Service") for such purpose. If Parent shall so elect, the Company and Parent shall mutually agree on acceptable third party providers therefor. Further, if the Company does wish to implement an IT systems back-up facility for its East Haven, CT facility (the "East Haven Facility") and the Parent does not make such election by the four month anniversary of the date of this Agreement ("the Four Month Date"), then, in the event that following the Four Month Date the East Haven Facility shall have an IT systems failure that would not have occurred if the Company were utilizing an Off Site Service for the East Haven facility, any revenues lost by the Company due to such failure shall be disregarded for purposes of any determination of Material Adverse Effect hereunder. If Parent does make such election and this Agreement is terminated in accordance with its terms, Parent shall bear the reasonable out-of-pocket expenses of the Company for the return of the Company's IT systems from the Off Site Service to the Company.

        SECTION 5.2.    No Solicitation.    

        (a)   The Company shall, and shall cause its Subsidiaries and use reasonable efforts to cause its officers, directors, representatives and agents ("Company Representatives") to immediately cease any discussions or negotiations with any Third Party that may be ongoing with respect to a Takeover Proposal. The Company shall not, nor shall it permit any of its Subsidiaries to, nor shall it authorize or permit any of its Company Representatives to, directly or indirectly, (i) solicit, initiate or encourage, any inquiries or the making of any proposal which constitutes, or may reasonably be expected to lead to, any Takeover Proposal or (ii) participate in any discussions or negotiations regarding, or furnish to any Person (other than Parent or Merger Sub) any information in connection with, any Takeover Proposal; provided, however, that if, at any time prior to obtaining the Stockholder Approval, the Board of Directors determines in good faith (after consultation with outside legal counsel) that the failure to take the following-described action would be inconsistent with the Board of Directors' fiduciary duties to the Company's stockholders under applicable law, the Company may, in response to a Takeover Proposal (which the Board of Directors determines in good faith is reasonably likely to result in a Superior Proposal) which was unsolicited and did not otherwise result from a breach of this SECTION 5.2, and subject to providing three Business Days' prior written notice of its decision to take such action to Parent and subject to compliance with SECTION 5.2(c), (x) furnish information with respect to the Company, its Subsidiaries or any of its or its Subsidiaries' officers, directors, employees, representatives and agents to the Person making such Takeover Proposal pursuant to a customary confidentiality agreement which contains terms that are in no respect less favorable to the Company

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than the terms of the Confidentiality Agreement and (y) participate in discussions and negotiations with such Person (and its representatives) regarding such Takeover Proposal. Without limiting the generality of the foregoing, it is understood that any violation of the restrictions set forth in the preceding sentence by any Subsidiary of the Company or any Company Representative shall be deemed to be a breach of SECTION 5.2(a) by the Company. The Company shall not, and shall cause its Subsidiaries not to, release any Third Party from, or waive any provision of, any confidentiality or standstill agreement, unless, the Board of Directors determines in good faith (after consultation with outside counsel) that the failure to take such action with respect to a standstill agreement would be inconsistent with the Board of Directors' fiduciary duties to the Company's stockholders under applicable law, but in any case, only prior to the Stockholder Approval being obtained.

        (b)   Except as set forth in this SECTION 5.2, neither the Board of Directors nor any committee thereof shall (i) withdraw or modify, or propose publicly to withdraw or modify, in a manner adverse to Parent or Merger Sub, the approval or recommendation or declaration of advisability by the Board of Directors, or any committee thereof, of this Agreement or the Merger or the transactions contemplated hereby, or resolve or agree to take any such action, (ii) approve or recommend, or propose publicly to approve or recommend, any Takeover Proposal or resolve or agree to take any such action (any such action or any such resolution or agreement to take such action described in the preceding clause (i) or this clause (ii) being referred to herein as an "Adverse Recommendation Change") or (iii) cause or permit the Company to enter into any letter of intent, agreement in principle, merger agreement, acquisition agreement, joint venture or partnership agreement, option agreement or other similar agreement (each, a "Company Acquisition Agreement") related to any Takeover Proposal or resolve or agree to take any such action. Notwithstanding the foregoing, in the event that prior to the Stockholder Approval being obtained, (x) the Company receives a Superior Proposal and which was unsolicited and did not otherwise result from a breach of this SECTION 5.2 and (y) the Board of Directors determines in good faith (after consultation with outside legal counsel) that the failure to take such action would be inconsistent with the Board of Directors' fiduciary duties to the Company's stockholders under applicable law, the Board of Directors may, prior to the Stockholder Approval being obtained, and so long as at such time such Takeover Proposal continues to be a Superior Proposal (A) withdraw, modify or change its approval or recommendation or not make any recommendation of the Merger, (B) approve or recommend such Superior Proposal and/or (C) terminate this Agreement pursuant to SECTION 8.1(c)(i) (while concurrently causing the Company to enter into a definitive Company Acquisition Agreement with respect to such Superior Proposal).

        (c)   In addition to the obligations of the Company set forth in paragraphs (a) and (b) of this SECTION 5.2, the Company shall promptly advise Parent orally or in writing of any request for information or of any Takeover Proposal and the material terms and conditions of such request or Takeover Proposal, the identity of the Person making such request or Takeover Proposal and any changes in any such request or to any such Takeover Proposal. The Company shall promptly provide to Parent any information concerning the Company or any of its Subsidiaries provided to any other Third Party who submitted a Takeover Proposal, which was not previously provided to Parent.

        (d)   Nothing contained in this SECTION 5.2 shall prohibit the Company from (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 or Rule 14e-2 or Item 1012 of Regulation M-A promulgated under the Exchange Act or from making a "stop-look-and-listen" communication of the nature contemplated in, and otherwise in compliance with, Rule 14d-9(f) promulgated under the Exchange Act or (ii) making such disclosure to the Company's stockholders as, in the good faith judgment of the Board of Directors (after consultation with outside legal counsel) would be required under applicable law; provided that the Company (and the Board of Directors and any committee thereof) may not, except as permitted by SECTION 5.2(b), withdraw or modify, or publicly propose to withdraw or modify, in a manner adverse to Parent or Merger Sub, the approval or recommendation or declaration of advisability by the Board of Directors or any committee thereof of this Agreement, or the transactions contemplated hereby, including the Merger, or resolve or agree to take any such action, or approve or recommend, or publicly propose to approve or recommend, any Takeover Proposal or resolve or agree to take any such action or cause the Company to enter into any Company Acquisition Agreement with respect to any Takeover Proposal.

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ARTICLE VI.

ADDITIONAL AGREEMENTS

        SECTION 6.1.    Proxy Statement.

        SECTION 6.2. Stockholders Meeting.

        The Company shall, as promptly as practicable after the date of this Agreement establish a record date for, duly call, give notice of, convene and hold the Stockholders Meeting, and (except as provided in SECTION 5.2 and SECTION 6.1) will use its reasonable best efforts to obtain any necessary approval by the Company's stockholders of the Merger, regardless of whether any Adverse Recommendation Change has occurred. The obligations pursuant to this SECTION 6.2 shall not be

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affected by the commencement, public proposal, public disclosure or communication of any Takeover Proposal.

        SECTION 6.3. Compliance with Law.

        Each of the Company, Parent and Merger Sub will comply in all material respects with all applicable laws and with all applicable rules and regulations of any Governmental Entity in connection with its execution, delivery and performance of this Agreement and the transactions contemplated hereby.

        SECTION 6.4. Notification of Certain Matters.

        Each party shall give prompt notice to the others of (i) the occurrence or nonoccurrence of any event whose occurrence or nonoccurrence would reasonably be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect (or if any representation or warranty qualified by materiality or a Material Adverse Effect, then notification is required as to the occurrence or nonoccurrence of any event whose occurrence, or nonoccurrence would reasonably be likely to cause such representation or warranty contained in this Agreement to be untrue or inaccurate in all respects), (ii) any notice or other communication alleging that the consent of any Third Party is or may be required in connection with the transactions contemplated by this Agreement, provided that such consent would have been required to have been disclosed in this Agreement, (iii) receipt of any material notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement, or (iv) the commencement or, to the respective party's knowledge, the threat of any litigation involving or affecting the Company or any of its Subsidiaries, or any of their respective properties or assets, or, to the respective party's knowledge, any employee, agent, director or officer, in his or her capacity as such, of the Company or any of its Subsidiaries which, if pending on the date hereof, would have been required to have been disclosed in this Agreement. The delivery of notice pursuant to this SECTION 6.4 is for informational purposes and shall not limit or otherwise affect the remedies available hereunder to any party or parties receiving such notice. Except as otherwise provided in such notice, the delivery of any such notice shall not be deemed an admission or an acknowledgment (x) that the subject matter of such notice is material or would reasonably be likely to result in a Material Adverse Effect or is outside of the ordinary course of business or inconsistent with past ractices or (y) that there has occurred an actual or anticipatory breach of, or failure to comply with or satisfy, any representation, warranty, covenant, condition or agreement.

        SECTION 6.5. Access to Information.

        From the date hereof to the Effective Time or the time of termination of this Agreement, the Company shall, and shall cause its' and its Subsidiaries' and each of their representatives to (a) (i) afford Parent and its representatives (on two Business Days' advance notice by Parent to the Company's Chief Executive Officer), reasonable access during normal business hours to their respective properties, books, contracts, auditors, records and personnel having material knowledge of the transactions contemplated hereby and shall promptly furnish, cause to be promptly furnished or make available through the SEC's EDGAR system, to Parent (i) all information concerning their respective businesses as Parent or its representatives may reasonably request (including the work papers of Ernst & Young LLP, subject to any customary releases which may reasonably be required by Ernst & Young LLP) and (ii) a copy of each report, schedule and other document filed or received by the Company during such period pursuant to the requirements of applicable securities laws and (ii) use its and their reasonable best efforts to cooperate with Parent with respect to its integration planning for the Company and its Subsidiaries; provided, however, that the Company may restrict the foregoing access to the extent that: (i) any law (including any Competition Law), treaty, rule or regulation of any Governmental Entity requires the Company or any of its Subsidiaries to restrict or prohibit access to any such personnel, properties or information; (ii) such access would unreasonably disrupt the

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respective businesses and operations of the Company or any of its Subsidiaries; or (iii) such access would be reasonably likely to jeopardize the Company's attorney-client privilege (in which case the Company shall enter into any appropriate arrangements with Parent which will allow providing such access or investigation while providing reasonable assurance to the Company that its attorney-client privilege will not be jeopardized) and (b) subject to allowing the Company the opportunity to have its representative be included in the discussions with the customer and consistent with applicable law, to use its and their reasonable best efforts to make available to Parent access to the customers of the Company and its Subsidiaries so that Parent may have discussions with such customers. The Confidentiality Agreement shall apply with respect to the information furnished thereunder and hereunder and other activities contemplated thereby or hereby.

        SECTION 6.6. Public Announcements.

        So long as this Agreement is in effect, no party hereto shall issue or permit their Affiliates to issue any press release or otherwise make any public statements with respect to the Merger without the prior consent of the other parties hereto (such consent not to be unreasonably withheld or delayed), except as may be required by law, rule or regulation (including, but not limited to, any NYSE rule or regulation) in which circumstances reasonable efforts shall be made to consult with the other party to the extent reasonably practicable. Notwithstanding the foregoing, the Company and Parent shall be permitted to make any filings to comply with the rules of the SEC (including the filing of the Proxy Statement).

        SECTION 6.7. Reasonable Best Efforts; Cooperation.

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        SECTION 6.8. Agreement to Defend and Indemnify.

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        SECTION 6.9. State Takeover Laws.

        If any state takeover statute or other similar statute or regulation becomes or is deemed to become applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, the Company shall take all reasonable action necessary to render such statute or regulation inapplicable to the foregoing.

        SECTION 6.10. Employee Matters.

        As of the Effective Time, the Parent shall assume, or cause the Surviving Corporation to assume, all employment agreements and termination benefit agreements and arrangements which are in effect at the Company on the date hereof and Parent shall honor and satisfy, or cause the Surviving Corporation to honor and satisfy, all obligations and liabilities with respect to the Company Employee Benefit Plans. Notwithstanding the foregoing, the Surviving Corporation shall not be required to continue any particular Company Employee Benefit Plan after the Effective Time, and any Company Employee Benefit Plan may be amended or terminated in accordance with its terms and applicable law. To the extent that any Company Employee Benefit Plan (other than an equity-based compensation plan) is amended or terminated within the six-month period immediately following the Effective Time so as to reduce the benefits that are then being provided with respect to participants thereunder, Parent shall arrange for each individual who is then a participant in such terminated or amended plan to participate in a benefit plan maintained by Parent or any of its Affiliates in accordance with the eligibility criteria thereof that provides the same type of benefit, provided that (i) such participants shall receive full credit for years of service with the Company or any Subsidiary (including any service with predecessor entities) prior to the Merger for purposes of eligibility and vesting but excluding benefit accrual or the amount of benefits, (ii) for at least the six-month period immediately following the Effective Time, such participants shall participate in Parent or Parent Affiliate benefit plans on terms no less favorable than those offered by Parent or its Affiliates to similarly situated employees of Parent or its Affiliates and (iii) Parent shall cause any and all preexisting conditions limitations (to the extent such limitations do not apply to a preexisting condition under the Company Employee Benefit Plan) and eligibility waiting periods under any group health plans to be waived with respect to such participants and their eligible dependents.

ARTICLE VII.

CONDITIONS OF MERGER

        SECTION 7.1. Conditions for Each Party's Obligations to Effect the Merger.

        The respective obligations of each party to effect the Merger shall be subject to the satisfaction on or prior to the Effective Time (or, to the extent permitted by law, waived by all of the parties) of the following conditions:

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        SECTION 7.2. Conditions for Obligations of Parent and Merger Sub.

        The obligations of Parent and Merger Sub to effect the Merger shall be further subject to the satisfaction on or prior to the Effective Time (or, to the extent permitted by law, waived by Parent and Merger Sub) of the following additional conditions:

        SECTION 7.3. Conditions for Obligations of the Company.

        The obligations of the Company to effect the Merger shall be further subject to the satisfaction on or prior to the Effective Time (or, to the extent permitted by law, waived by the Company) of the following additional conditions:

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ARTICLE VIII.

TERMINATION

        SECTION 8.1. Termination.

        This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after approval by the stockholders of the Company of the matters presented in connection with the Merger:

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        Any party desiring to terminate this Agreement shall give written notice of such termination to the other parties in accordance with SECTION 9.2.

        SECTION 8.2. Effect of Termination.

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ARTICLE IX.

GENERAL PROVISIONS

        SECTION 9.1.    Non-Survival of Representations, Warranties and Agreements.    

        The representations, warranties and agreements in this Agreement shall terminate at the Effective Time or upon termination of this Agreement pursuant to SECTION 8.1, "Termination," as the case may be, except that the agreements set forth in the last sentence of SECTION 6.5, "Access to Information," and the agreements set forth in Article II, "The Merger," SECTION 6.8, "Agreement to Defend and Indemnify," and SECTION 6.10, "Employee Matters," shall survive the Effective Time indefinitely (or, if shorter, for the periods set forth therein) and the agreements set forth in the last sentence of SECTION 6.5, "Access to Information," SECTION 8.2, "Effect of Termination," and SECTION 9.3—SECTION 9.13 shall survive termination or the Effective Time indefinitely.

        SECTION 9.2.    Notices.    

        All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been duly given or made (i) as of the date delivered or sent by facsimile if delivered personally or by facsimile, confirmation received, (ii) on the first Business Day following the date of dispatch if delivered by a recognized next-day courier service and (iii) on the third Business Day after deposit in the United States mail, if mailed by registered or certified mail (postage prepaid, return receipt requested), in each case to the parties at the following addresses (or at such other

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address for a party as shall be specified by like notice, except that notices of changes of address shall be effective upon receipt):

        SECTION 9.3.    Expenses.    

        All fees, costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such fees, costs and expenses. The parties hereto shall cooperate in the filing of all necessary Tax Returns and other documentation with respect to all transfer, documentary, sales, use, stamp, registration, value added and other such Taxes resulting from the transactions contemplated by this Agreement.

        SECTION 9.4.    Headings.    

        The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

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        SECTION 9.5.    Severability.    

        If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon any determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the maximum extent possible.

        SECTION 9.6.    Assignment.    

        This Agreement shall not be assigned by operation of law or otherwise, except that Parent and Merger Sub may assign all or any of their rights hereunder to any Affiliate of Parent; provided that no such assignment shall relieve the assigning party of its obligations hereunder.

        SECTION 9.7.    Governing Law.    

        This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware without regard to its rules of conflict of laws.

        SECTION 9.8.    Amendment.    

        This Agreement may be amended by the parties hereto by action taken by Parent and Merger Sub, and by action taken by the Board of Directors at any time before the Effective Time; provided, however, that, after approval of the Merger by the stockholders of the Company, no amendment may be made which would reduce the Merger Consideration. This Agreement may not be amended except by an instrument in writing signed by the parties hereto.

        SECTION 9.9.    Waiver.    

        At any time before the Effective Time, any party hereto may (i) extend the time for the performance of any of the obligations or other acts of the other parties hereto, (ii) waive any inaccuracies in the representations and warranties of the other parties hereto contained herein or in any document delivered pursuant hereto and (iii) waive compliance by the other parties hereto with any of their agreements or conditions contained herein; provided, however, that after the stockholder approval of the Merger has been obtained, there shall be made no waiver that by law requires further approval by stockholders of the parties without the further approval of such stockholders. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only as against such party and only if set forth in an instrument in writing signed by such party. The failure of any party hereto to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of those rights.

        SECTION 9.10.    Entire Agreement; No Third Party Beneficiaries.    

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        SECTION 9.11.    Counterparts.    

        This Agreement may be executed in one or more counterparts (including by facsimile), and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which shall constitute one and the same agreement.

        SECTION 9.12.    Interpretation.    

        Except where expressly stated otherwise in this Agreement, the following rules of interpretation apply to this Agreement: (i) "either" and "or" are not exclusive and "include", "includes" and "including" are not limiting; (ii) "hereof", "hereto", "hereby", "herein' and "hereunder" and words of similar import when used in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement; (iii) "extent" in the phrase "to the extent" means the degree to which a subject or other thing extends, and such phrase does not mean simply "if"; (iv) all references to "filings" with the SEC shall construed to include documents "furnished" to the SEC; (v) references to a law include any amendment or modification to such law and any rules, regulations and delegated legislation issued thereafter, whether such amendment or modification is made, or issuance of such rules, regulations or delegated legislation occurs, before or after the date of this Agreement; and (vi) references to the "ordinary course of business" refer to the ordinary course of business consistent with past practice during the past year.

        SECTION 9.13.    Enforcement; Waiver of Jury Trial.    

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]

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IN WITNESS WHEREOF, Parent, Merger Sub and the Company have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

    INFORMATION HOLDINGS INC.

 
 
By:
/s/  MASON P. SLAINE      
Name:  Mason P. Slaine
Title:    President and Chief Executive Officer

 
 
THE THOMSON CORPORATION

 
 
By:
/s/  D.J. HULLAND      
Name:  D.J. Hulland
Title:    Senior Vice President, Finance

 
 
THYME CORPORATION

 
 
By:
/s/  DARREN B. POCSIK      
Name:  Darren B. Pocsik
Title:    Vice President and Secretary

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Exhibit A

Restated Certificate Of Incorporation
of
Information Holdings Inc.

ARTICLE I.
NAME

        The name of the Corporation is Information Holdings Inc.

ARTICLE II.
REGISTERED OFFICE AND REGISTERED AGENT

        The registered office of the Corporation in the State of Delaware is 1013 Centre Road, in the City of Wilmington, County of New Castle. The name of the Corporation's registered agent at such address is Corporation Service Company.

ARTICLE III.
CORPORATE PURPOSE

        The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended (the "DGCL").

ARTICLE IV.
CAPITAL STOCK

        The total number of shares that the Corporation is authorized to issue is 1,000 shares of Common Stock, par value of $0.01 per share.

        The number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the DGCL.

ARTICLE V.
RESERVATION OF RIGHT TO AMEND BY-LAWS

        In furtherance and not in limitation of the powers conferred by statute, the Board of Directors of the Corporation is expressly authorized to adopt, amend or repeal the by-laws of the Corporation.

ARTICLE VI.
ELECTION OF DIRECTORS

        The election of directors need not be conducted by written ballot.

ARTICLE VII.
LIMITATION ON LIABILITY

        To the fullest extent permitted by the DGCL, a director of this Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL. No amendment to or repeal of this provision shall apply to or have any effect on the


liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment.

ARTICLE VIII.
INDEMNIFICATION AND INSURANCE

        A. INDEMNIFICATION. Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "proceeding"), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, to the fullest extent permitted by law, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys' fees, judgments, fines, amounts paid or to be paid in settlement, and excise taxes or penalties arising under the Employee Retirement Income Security Act of 1974) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, that, except as provided in Section B of this Article VIII, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors. The right to indemnification conferred in this Article VIII shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, that, if the DGCL requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under Section A of this Article VIII or otherwise. The Corporation may, by action of the Board of Directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

        B. RIGHT OF CLAIMANT TO BRING SUIT. If a claim under Section A of this Article VIII is not paid in full by the Corporation within thirty days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the DGCL for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.


        C. NON-EXCLUSIVITY OF RIGHTS. The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article VIII shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, by-law, agreement, vote of stockholders or disinterested directors or otherwise.

        D. INSURANCE. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the DGCL.

ARTICLE IX.
RESERVATION OF RIGHT TO AMEND
CERTIFICATE OF INCORPORATION

        The Corporation reserves the right to amend, alter, change or repeal any provisions contained in this Certificate of Incorporation in the manner now or hereafter prescribed by law and all the provisions of this Certificate of Incorporation and all rights and powers conferred in this Certificate of Incorporation on stockholders, directors and officers are subject to this reserved power.

ARTICLE X.
BUSINESS COMBINATIONS WITH
INTERESTED STOCKHOLDERS

        Section 203 of the DGCL shall not apply to the Corporation.


ANNEX B

OPINION OF MORGAN STANLEY & CO., INC.

June 27, 2004

Board of Directors
Information Holdings Inc.
2777 Summer Street, Suite 602
Stamford, CT 06905

Members of the Board:

        We understand that Information Holdings Inc. ("Target" or the "Company"), The Thomson Corporation ("Buyer") and Thyme Corporation, a subsidiary of Buyer ("Merger Sub"), propose to enter into an Agreement and Plan of Merger, substantially in the form of the draft dated June 27, 2004 (the "Merger Agreement"), which provides, among other things, for the merger (the "Merger") of Merger Sub with and into Target. Pursuant to the Merger, Target will become a subsidiary of Buyer and each outstanding share of common stock, par value $0.01 per share (the "Common Stock"), of the Company, other than shares held in treasury or held by Buyer or any affiliate of Buyer or as to which dissenters' rights have been perfected, will be converted into the right to receive $28.00 per share in cash (the "Consideration"). The terms and conditions of the Merger are more fully set forth in the Merger Agreement.

        You have asked for our opinion as to whether the Consideration to be received by the holders of shares of Common Stock pursuant to the Merger Agreement is fair from a financial point of view to such holders.

        For purposes of the opinion set forth herein, we have:

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        We have assumed and relied upon without independent verification the accuracy and completeness of the information reviewed by us for the purposes of this opinion. With respect to the financial projections, we have assumed that they have been reasonably prepared on bases reflecting best available estimates and judgments of the future financial performance of the Company. In addition, we have assumed that the Merger will be consummated in accordance with the terms set forth in the Merger Agreement. Morgan Stanley has assumed that in connection with the receipt of all necessary regulatory approvals for the proposed Merger, no restrictions will be imposed that would have a material adverse effect on the consummation of the Merger as contemplated in the Merger Agreement. We have not made any independent valuation or appraisal of the assets or liabilities of the Company, nor have we been furnished with any such appraisals. Our opinion is necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to us as of, the date hereof.

        We have acted as financial advisor to the Board of Directors of the Company in connection with this transaction and will receive a fee for our services. In the past, Morgan Stanley & Co. Incorporated ("Morgan Stanley") and its affiliates have provided financial advisory and financing services for the Company and the Buyer and have received fees for the rendering of these services. In addition, Morgan Stanley is a full service securities firm engaged in securities trading, investment management and brokerage services. In the ordinary course of its trading, brokerage, investment management and financing activities, Morgan Stanley or its affiliates may actively trade the debt and equity of the securities of the Company and Buyer for its own accounts or for the accounts or its customers and, accordingly, may at any time hold long or short positions in such securities.

        It is understood that this letter is for the information of the Board of Directors of the Company and may not be used for any other purpose without our prior written consent, except that this opinion may be included in any filing made by the Company in respect of the Merger with the Securities and Exchange Commission. In addition, Morgan Stanley expresses no opinion or recommendation as to how the shareholders of the Company should vote at the shareholders' meeting held in connection with the Merger.

        Based upon and subject to the foregoing, we are of the opinion on the date hereof that the Consideration to be received by the holders of shares of Common Stock pursuant to the Merger Agreement is fair from a financial point of view to such holders.

    Very truly yours,

 
 
MORGAN STANLEY & CO. INCORPORATED

 
 
By:
/s/  RICHARD S. BRAIL      
Richard S. Brail
Executive Director

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ANNEX C

SECTION 262 OF THE DELAWARE GENERAL CORPORATION LAW

        262 APPRAISAL RIGHTS.—(a) Any stockholder of a corporation of this State who holds shares of stock on the date of the making of a demand pursuant to subsection (d) of this section with respect to such shares, who continuously holds such shares through the effective date of the merger or consolidation, who has otherwise complied with subsection (d) of this section and who has neither voted in favor of the merger or consolidation nor consented thereto in writing pursuant to § 228 of this title shall be entitled to an appraisal by the Court of Chancery of the fair value of the stockholder's shares of stock under the circumstances described in subsections (b) and (c) of this section. As used in this section, the word "stockholder" means a holder of record of stock in a stock corporation and also a member of record of a nonstock corporation; the words "stock" and "share" mean and include what is ordinarily meant by those words and also membership or membership interest of a member of a nonstock corporation; and the words "depository receipt" mean a receipt or other instrument issued by a depository representing an interest in one or more shares, or fractions thereof, solely of stock of a corporation, which stock is deposited with the depository.

        (b)   Appraisal rights shall be available for the shares of any class or series of stock of a constituent corporation in a merger or consolidation to be effected pursuant to § 251 (other than a merger effected pursuant to § 251(g) of this title), § 252, § 254, § 257, § 258, § 263 or § 264 of this title:

C-1

        (c)   Any corporation may provide in its certificate of incorporation that appraisal rights under this section shall be available for the shares of any class or series of its stock as a result of an amendment to its certificate of incorporation, any merger or consolidation in which the corporation is a constituent corporation or the sale of all or substantially all of the assets of the corporation. If the certificate of incorporation contains such a provision, the procedures of this section, including those set forth in subsections (d) and (e) of this section, shall apply as nearly as is practicable.

        (d)   Appraisal rights shall be perfected as follows:

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        (e)   Within 120 days after the effective date of the merger or consolidation, the surviving or resulting corporation or any stockholder who has complied with subsections (a) and (d) hereof and who is otherwise entitled to appraisal rights, may file a petition in the Court of Chancery demanding a determination of the value of the stock of all such stockholders. Notwithstanding the foregoing, at any time within 60 days after the effective date of the merger or consolidation, any stockholder shall have the right to withdraw such stockholder's demand for appraisal and to accept the terms offered upon the merger or consolidation. Within 120 days after the effective date of the merger or consolidation, any stockholder who has complied with the requirements of subsections (a) and (d) hereof, upon written request, shall be entitled to receive from the corporation surviving the merger or resulting from the consolidation a statement setting forth the aggregate number of shares not voted in favor of the merger or consolidation and with respect to which demands for appraisal have been received and the aggregate number of holders of such shares. Such written statement shall be mailed to the stockholder within 10 days after such stockholder's written request for such a statement is received by the surviving or resulting corporation or within 10 days after expiration of the period for delivery of demands for appraisal under subsection (d) hereof, whichever is later.

        (f)    Upon the filing of any such petition by a stockholder, service of a copy thereof shall be made upon the surviving or resulting corporation, which shall within 20 days after such service file in the office of the Register in Chancery in which the petition was filed a duly verified list containing the names and addresses of all stockholders who have demanded payment for their shares and with whom agreements as to the value of their shares have not been reached by the surviving or resulting corporation. If the petition shall be filed by the surviving or resulting corporation, the petition shall be accompanied by such a duly verified list. The Register in Chancery, if so ordered by the Court, shall give notice of the time and place fixed for the hearing of such petition by registered or certified mail to the surviving or resulting corporation and to the stockholders shown on the list at the addresses therein stated. Such notice shall also be given by 1 or more publications at least 1 week before the day of the hearing, in a newspaper of general circulation published in the City of Wilmington, Delaware or such publication as the Court deems advisable. The forms of the notices by mail and by publication shall be approved by the Court, and the costs thereof shall be borne by the surviving or resulting corporation.

        (g)   At the hearing on such petition, the Court shall determine the stockholders who have complied with this section and who have become entitled to appraisal rights. The Court may require the stockholders who have demanded an appraisal for their shares and who hold stock represented by certificates to submit their certificates of stock to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings; and if any stockholder fails to comply with such direction, the Court may dismiss the proceedings as to such stockholder.

        (h)   After determining the stockholders entitled to an appraisal, the Court shall appraise the shares, determining their fair value exclusive of any element of value arising from the accomplishment or expectation of the merger or consolidation, together with a fair rate of interest, if any, to be paid upon the amount determined to be the fair value. In determining such fair value, the Court shall take into account all relevant factors. In determining the fair rate of interest, the Court may consider all relevant factors, including the rate of interest which the surviving or resulting corporation would have had to pay to borrow money during the pendency of the proceeding. Upon application by the surviving or resulting corporation or by any stockholder entitled to participate in the appraisal proceeding, the

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Court may, in its discretion, permit discovery or other pretrial proceedings and may proceed to trial upon the appraisal prior to the final determination of the stockholder entitled to an appraisal. Any stockholder whose name appears on the list filed by the surviving or resulting corporation pursuant to subsection (f) of this section and who has submitted such stockholder's certificates of stock to the Register in Chancery, if such is required, may participate fully in all proceedings until it is finally determined that such stockholder is not entitled to appraisal rights under this section.

        (i)    The Court shall direct the payment of the fair value of the shares, together with interest, if any, by the surviving or resulting corporation to the stockholders entitled thereto. Interest may be simple or compound, as the Court may direct. Payment shall be so made to each such stockholder, in the case of holders of uncertificated stock forthwith, and the case of holders of shares represented by certificates upon the surrender to the corporation of the certificates representing such stock. The Court's decree may be enforced as other decrees in the Court of Chancery may be enforced, whether such surviving or resulting corporation be a corporation of this State or of any state.

        (j)    The costs of the proceeding may be determined by the Court and taxed upon the parties as the Court deems equitable in the circumstances. Upon application of a stockholder, the Court may order all or a portion of the expenses incurred by any stockholder in connection with the appraisal proceeding, including, without limitation, reasonable attorney's fees and the fees and expenses of experts, to be charged pro rata against the value of all the shares entitled to an appraisal.

        (k)   From and after the effective date of the merger or consolidation, no stockholder who has demanded appraisal rights as provided in subsection (d) of this section shall be entitled to vote such stock for any purpose or to receive payment of dividends or other distributions on the stock (except dividends or other distributions payable to stockholders of record at a date which is prior to the effective date of the merger or consolidation); provided, however, that if no petition for an appraisal shall be filed within the time provided in subsection (e) of this section, or if such stockholder shall deliver to the surviving or resulting corporation a written withdrawal of such stockholder's demand for an appraisal and an acceptance of the merger or consolidation, either within 60 days after the effective date of the merger or consolidation as provided in subsection (e) of this section or thereafter with the written approval of the corporation, then the right of such stockholder to an appraisal shall cease. Notwithstanding the foregoing, no appraisal proceeding in the Court of Chancery shall be dismissed as to any stockholder without the approval of the Court, and such approval may be conditioned upon such terms as the Court deems just.

        (l)    The shares of the surviving or resulting corporation to which the shares of such objecting stockholders would have been converted had they assented to the merger or consolidation shall have the status of authorized and unissued shares of the surviving or resulting corporation.

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DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL

PROXY

INFORMATION HOLDINGS INC.

SPECIAL MEETING OF STOCKHOLDERS TO BE HELD AUGUST 31, 2004

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF INFORMATION HOLDINGS INC.

        The undersigned stockholder of Information Holdings Inc., a Delaware corporation ("Information Holdings"), hereby revokes all previous proxies, acknowledges receipt of the Notice of Special Meeting of Stockholders and Proxy Statement, each dated July 27, 2004, and hereby appoints Mason P. Slaine and Vincent A. Chippari, and each of them, as proxies of the undersigned, each with full power of substitution, with full authority to vote on behalf of the undersigned at the Special Meeting of Stockholders of Information Holdings to be held on Tuesday, August 31, 2004 at 2:00 p.m., Eastern Daylight Time, at The Stamford Marriott Hotel, Two Stamford Forum, Stamford, CT 06901 and at any adjournment or postponement thereof, with the same force and effect as the undersigned might or could do if personally present thereat. The shares represented by this Proxy shall be voted in accordance with the following instructions.

        PLEASE SIGN ON REVERSE SIDE AND RETURN IMMEDIATELY.

        THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO CONTRARY DIRECTION IS INDICATED, WILL BE VOTED: (1) FOR ADOPTION OF THE MERGER AGREEMENT; (2) FOR APPROVAL OF THE PROPOSAL TO GRANT THE PERSONS NAMED AS PROXIES DISCRETIONARY AUTHORITY TO VOTE TO ADJOURN THE SPECIAL MEETING; AND (3) AS SAID PROXIES DEEM ADVISABLE ON SUCH OTHER MATTERS AS MAY COME BEFORE THE SPECIAL MEETING.

SEE REVERSE
SIDE		   CONTINUED AND TO BE SIGNED ON REVERSE SIDE   SEE REVERSE
SIDE

DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL

ý   Please mark
votes as in
this example.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR:

        FOR   AGAINST   ABSTAIN
1.   PROPOSAL FOR THE ADOPTION OF THE AGREEMENT AND PLAN OF MERGER, DATED AS OF JUNE 28, 2004 (THE "MERGER AGREEMENT"), BY AND AMONG INFORMATION HOLDINGS INC., THE THOMSON CORPORATION AND THYME CORPORATION.   o   o   o

2.
 
PROPOSAL TO GRANT THE PERSONS NAMED AS PROXIES DISCRETIONARY AUTHORITY TO VOTE TO ADJOURN THE SPECIAL MEETING ONE OR MORE TIMES, INCLUDING FOR THE PURPOSE OF SOLICITING PROXIES TO VOTE IN FAVOR OF ADOPTION OF THE MERGER AGREEMENT.
 
o
 
o
 
o

        It is not expected that any matters other than those described in the Proxy Statement will be presented at the Special Meeting. If any other matters are presented, the proxies are authorized to vote upon such other matters in accordance with their discretion.

         
         
        MARK HERE IF YOU PLAN TO ATTEND THE MEETING   o

 
 
    MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT
 
o

 
 
Please sign exactly as your name appears hereon. When shares are held by joint owners both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized partners.
         
         
Signature:       Date:       Signature:       Date:    
   
     
     
     



QuickLinks

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE ADOPTION OF THE MERGER AGREEMENT. YOUR VOTE IS IMPORTANT.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE ADOPTION OF THE MERGER AGREEMENT. YOUR VOTE IS IMPORTANT.
TABLE OF CONTENTS
SUMMARY OF TERMS
QUESTIONS AND ANSWERS ABOUT THE MERGER
CAUTION REGARDING FORWARD-LOOKING STATEMENTS
PARTICIPANTS
THE SPECIAL MEETING
THE MERGER
THE MERGER AGREEMENT
THE VOTING AND PROXY AGREEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
MARKET FOR THE COMMON STOCK; DIVIDEND DATA
Information Holdings Common Stock
OTHER MATTERS
TABLE OF CONTENTS
INDEX TO DISCLOSURE SCHEDULES
AGREEMENT AND PLAN OF MERGER
ANNEX B OPINION OF MORGAN STANLEY & CO., INC.
ANNEX C SECTION 262 OF THE DELAWARE GENERAL CORPORATION LAW