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|ProQuest Announces Agreement Under Which Cambridge Information Group Will Acquire Its Information and Learning Segment|
|ANN ARBOR, Mich., Dec 15, 2006 /PRNewswire-FirstCall via COMTEX News Network/ -- ProQuest Company
(NYSE: PQE), a publisher of information and education solutions, today
reported that ProQuest Company (the "Company") and its subsidiary, ProQuest
Information and Learning Company, have signed a definitive agreement with
Cambridge Information Group (CIG) providing for the acquisition of the
ProQuest Information and Learning segment for approximately $222 million.
ProQuest Company intends to issue a separate press release to provide an
update on the ongoing restatement of its financials for fiscal years 1999-2004
and the first three quarters of 2005, anticipated results for fiscal 2005 and
the first nine months of 2006, its fiscal 2006 outlook, the expected tax
impact of the sale of its Business Solutions and Information and Learning
segments, information on certain of its liabilities, and other matters.
Under the agreement, CIG will combine its Bethesda, Maryland-based CSA
subsidiary with Ann Arbor, Michigan-based ProQuest Information and Learning to
create a new, privately held independent company. The new company plans to
continue operations in both locations.
Alan Aldworth, ProQuest Company's chairman and chief executive officer,
said, "This transaction is a positive event for Information and Learning, as
well as for ProQuest Company and its shareholders. Information and Learning
and CSA are both highly respected providers in the market for higher education
and public library resources. Combined with a strong privately held company
in the same field, Information and Learning will be well positioned to focus
on long-term growth and investment opportunities."
Andrew M. Snyder, president of CIG, said, "Combining ProQuest's
unparalleled collections with CSA's own rich content builds upon our mission
of delivering an exceptional research service. We will create a new company
that will leverage deep content sets with a history of innovative product
development to bring the community of libraries, researchers, faculty and
students one of the most extensive electronic resources available."
After the transaction closes, Martin Kahn will serve as CEO of the new
company and will relocate to Ann Arbor, Michigan. Matt Dunie, current
president of CSA will serve as president of the new company.
David "Skip" Prichard, president ProQuest Information and Learning, will
continue to lead the business actively until the transaction closes.
Subsequently, Skip will be a key contributor to the transition process. After
the transition is successfully under way, Skip plans to pursue new career
opportunities consistent with his interests and leadership experience.
Aldworth emphasized, "Skip and the Information and Learning team have done
an excellent job of sustaining customer loyalty, launching new products and
reducing costs. All of us at ProQuest Company are appreciative of their
accomplishments. The focus at Voyager and our other ProQuest Education
businesses, ExploreLearning and Learning Page, continues to be providing
outstanding service to our customers, developing our product lines, and
carrying out our mission of enabling children to succeed."
The transaction with CIG is subject to customary closing conditions and
regulatory approvals, including expiration or termination of the applicable
waiting period under the Hart-Scott-Rodino Antitrust Improvement Act of 1976.
The transaction is expected to close after receiving regulatory approvals and
is also subject to financing conditions.
About ProQuest Company
ProQuest Company (PQE: NYSE) is based in Ann Arbor, Michigan, and is a
publisher of information and education solutions. We provide products and
services to our customers through two business segments: ProQuest Education
and ProQuest Information and Learning. Our Education segment, which includes
the Voyager Expanded Learning business, serves the K-12 market. It is a
leading provider of K-12 curriculum products, in-school core reading programs,
reading and math intervention programs, and professional development programs
for school districts throughout the United States. ProQuest Information and
Learning serves the higher education and public library markets, and is a
world leader in collecting, organizing, and publishing high-quality research
resources for researchers, faculty, and students in libraries and schools. It
is widely known for its strengths in business and economics; general
reference; genealogy; humanities; social sciences; and scientific, technical
and medical (STM) content. Information and Learning develops products
comprising periodicals, newspapers, dissertations, out-of-print books, and
other scholarly information from more than 9,000 publishers worldwide.
About ProQuest Information and Learning
ProQuest Information and Learning is a world leader in collecting,
organizing, and publishing information for researchers, faculty, and students
in libraries and schools. It is widely known for its strength in business and
economics, general reference, genealogy, humanities, social sciences, and STM
content. The company develops premium databases comprising periodicals,
newspapers, dissertations, out-of-print books, and other scholarly information
from more than 9,000 publishers worldwide. Users access the information
through the ProQuest(R) Web-based online information system,
Chadwyck-Healey(R) electronic and microform resources, UMI(R) microform and
print reference products, eLibrary(R) and SIRS(R) educational resources, and
Serials Solutions e-resource access and management solutions. ProQuest(R)
Smart Search was named "Best Specialist Search Product" by the International
Information Industry Awards in late 2005. For more information about ProQuest
Information and Learning, visit http://www.il.proquest.com.
About Cambridge Information Group
Cambridge Information Group (CIG) is a privately owned group of
information services companies and educational institutions located around the
world. CIG's operating companies include: CSA, R.R. Bowker, RefWorks and the
Sotheby's Institute of Art. CIG is also the largest shareholder of Navtech,
Inc. ("Nasdaq: NAVH.OB").
CSA has been an innovator and leader in publishing and distributing
quality abstracts and indexes for more than 30 years. A worldwide information
company, CSA's products serve as a guide to researchers, faculty, librarians
and students enabling discovery and aiding the identification, management and
organization of quality information. CSA specializes in publishing and
distributing, in print and electronically, over 100 bibliographic and full-
text databases and journals in four primary editorial areas: natural sciences,
social sciences, arts & humanities and technology. CSA is headquartered in
Bethesda, Maryland and has offices throughout the U.S., Canada, Latin America,
Australia, Hong Kong, Japan, Europe and the United Kingdom. Researchers in
more than 4,000 institutions worldwide use CSA information resources and CSA's
print journals are used in more than 80 countries. For more information about
CSA, visit http://www.csa.com.
Some of the statements contained herein constitute forward-looking
statements. These statements relate to future events, the results of our
pending restatement process, or our future financial performance and involve
known and unknown risks, uncertainties and other factors that may cause our or
our markets' actual results, levels of activity, performance or achievements
to be materially different from any future results, levels of activity,
performance or achievements expressed or implied by such forward-looking
statements. These risks and other factors you should specifically consider
include, but are not limited to the company's ability to successfully conclude
the review and restatement of its financial results, the discovery of
additional restatement items, the ability to renegotiate the terms of its
revolving credit agreement and senior notes in connection with defaults under
such debt due to any potential restatement if further defaults occur, ability
to support its current debt level, the company's ability to refinance its
outstanding debt and working capital needs, changes in customer demands or
industry standards, adverse economic conditions, loss of key personnel,
litigation, decreased library and educational funding/budgets, the ability to
successfully integrate acquisitions, the ability to consummate the ProQuest
Information and Learning segment transaction, including the risk that the
buyer might not obtain financing, demand for ProQuest's products and services,
success of ongoing product development, maintaining acceptable margins,
ability to control costs, the impact of federal, state and local regulatory
requirements on ProQuest's business including K-12 and higher education, the
impact of competition and the uncertainty of economic conditions in general,
the ability to successfully attract and retain customers, sell additional
products to existing customers, and win new business due to changes in
technology, the ability to maintain a broad customer base to avoid dependence
on any one single customer, K-12 enrollment and demographic trends, the level
of educational funding, the level of education technology investments, the
company's ability to obtain financing, global economic conditions, financial
market performance, and other risks listed under "Risk Factors" in our regular
filings with the Securities and Exchange Commission. In some cases, you can
identify forward- looking statements by terminology such as "may," "should,"
"expects," "plans," "anticipates," "believes," "estimates," "predicts,"
"potential," "continue," "projects," "intends," "prospects," "priorities," or
the negative of such terms or other comparable terminology. These statements
are only predictions. Actual events or results may differ materially. The
company undertakes no obligation to update any of these statements.
SOURCE ProQuest Company
Jennifer Chelune, Investor Relations Manager of ProQuest