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Thomson to Sell Thomson Learning Higher Education Assets to Funds Advised by Apax Partners and OMERS Capital Partners for Combined Total Value of US$7.75 Billion

   The Thomson Corporation logo. (PRNewsFoto)

TORONTO CAN
                     (All amounts are in U.S. dollars)

    STAMFORD, Conn., May 11 /PRNewswire-FirstCall/ -- The Thomson
Corporation (NYSE: TOC; TSX: TOC), a leading global provider of information
services to business and professional customers, today announced that it
has signed definitive agreements with funds advised by Apax Partners (Apax)
and OMERS Capital Partners (OMERS) under which such funds will acquire the
higher education, careers and library reference assets of Thomson Learning,
and a consortium of funds advised by OMERS and Apax will acquire Nelson
Canada, for a combined total value of approximately $7.75 billion in cash.
The transaction is expected to close in the third quarter of this year and
is subject to regulatory approvals and other customary closing conditions.
    (Logo: http://www.newscom.com/cgi-bin/prnh/20020227/NYW014LOGO )
    The higher education, careers and library reference assets include such
well-known brands and businesses as: Wadsworth, Delmar Learning, Gale,
Heinle, Brooks/Cole and South-Western. Nelson Canada, a leading provider of
books and online resources for the educational market in Canada, will be
majority-owned by OMERS.
    This sale is part of Thomson's previously announced strategy to sell
the assets of its Learning business to enable Thomson to pursue
opportunities better aligned with its growth strategy and business model.
On October 25, 2006, Thomson announced its intention to sell its Thomson
Learning businesses, including those serving the higher education, careers,
library reference, corporate e-learning and e-testing markets, via three
independent sales processes.
    Morgan Stanley and RBC Capital Markets are financial advisors to
Thomson on the sale. Evercore Partners Incorporated and Atlas Advisors are
financial advisors to Apax and OMERS on the acquisition. Acquisition
finance was provided by The Royal Bank of Scotland, JPMorgan, Citigroup,
UBS and The Royal Bank of Canada.
    The Thomson Corporation
    The Thomson Corporation (http://www.thomson.com) is a global leader in
providing essential electronic workflow solutions to business and
professional customers. With operational headquarters in Stamford, Conn.,
Thomson provides value-added information, software tools and applications
to professionals in the fields of law, tax, accounting, financial services,
scientific research and healthcare. The Corporation's common shares are
listed on the New York and Toronto stock exchanges (NYSE: TOC; TSX: TOC).
    Apax Partners
    Apax is one of the oldest and largest private equity firms in the world
with more than $30 billion under global management. Apax has offices in the
United States, United Kingdom, Germany, France, Sweden, Spain, India,
Italy, Israel, and Hong Kong and over 120 investment professionals
worldwide. Apax invests in five key sector areas: media,
technology/telecom, retail/consumer, healthcare and business/financial
services. Over the past 10 years, Apax has been one of the most active
investors in media and communications with over $4 billion of equity
invested. Recent investments include TDC ($17.6 billion enterprise value),
Intelsat ($5.0 billion), CME ($3.0 billion), Yell Group ($3.0 billion), VNU
World Directories ($2.6 billion) and Hit Entertainment ($1.0 billion).
    OMERS
    OMERS is a multi-employer pension plan established in 1962 and is one
of the largest and most sophisticated asset management entities in Canada.
As one of Canada's largest pension plans, OMERS provides pension services
to about 372,000 active and retired members and almost 900 employers. With
over Cdn $48 billion in assets and a global mandate, OMERS invests actively
and directly in a wide range of securities including public equity, real
estate, infrastructure and private equity. OMERS has a 10% allocation to
the private equity asset class and currently has investments in excess of
Cdn $2.5 billion. As manager of the private equity portfolio, OMERS Capital
Partners Inc. continues to seek attractive investments on a global basis
which will help meet the pension obligations of its members.
    This news release includes forward-looking statements, such as the
Corporation's beliefs and expectations that the sale of the higher
education assets will close in the third quarter. These statements are
based on certain assumptions and reflect the Corporation's current
expectations. No assurance can be given that the sale will be completed
within the time period specified in this release, or at all. All
forward-looking statements in this news release are subject to a number of
risks and uncertainties that could cause actual results or events to differ
materially from current expectations. Some of the factors that could cause
actual results to differ materially from current expectations include the
need to obtain regulatory approvals and satisfy conditions to closing.
Additional factors are discussed in the Corporation's materials filed with
the securities regulatory authorities in Canada and the United States from
time to time, including the Corporation's latest annual information form,
which is also contained in its most recently filed annual report on Form
40-F. The Corporation disclaims any intention or obligation to update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
    Media Contact:                     Investor Contact:
    Jason Stewart                      Frank J. Golden
    Vice President, Media Relations    Vice President, Investor Relations
    (203) 539-8339                     (203) 539-8470
    jason.stewart@thomson.com          frank.golden@thomson.com


SOURCE The Thomson Corporation




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Related links:
  • http://www.thomson.com
    Photo Notes:
    NewsCom: http://www.newscom.com/cgi-bin/prnh/20020227/NYW014LOGO
    AP Archive: http://photoarchive.ap.org
    PRN Photo Desk, photodesk@prnewswire.com
    CONTACT:
    Media, Jason Stewart, Vice President, Media
    Relations, +1-203-539-8339, jason.stewart@thomson.com, or
    Investors, Frank J. Golden, President, Investor Relations,
    +1-203-539-8470, frank.golden@thomson.com, both of The Thomson
    Corporation