ANN ARBOR, Mich., Dec. 15 /PRNewswire-FirstCall/ -- 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").
About CSA
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.
Forward-Looking Statements
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
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Related links:
http://www.proquestcompany.com
http://www.il.proquest.com http://www.csa.com
http://www.prnewswire.com/comp/108291.html /
CONTACT:
Jennifer Chelune, Investor Relations Manager
of ProQuest Company, +1-734-997-4910,
jennifer.chelune@proquest.com
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