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ServicePlus  >  Apax Partners and OMERS Capital Partners to Acquire Thomson Learning Higher Education
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May 24, 2007

Apax Partners and OMERS Capital Partners to Acquire Thomson Learning Higher Education

Funds Advised by Apax Partners and OMERS Capital Partners to Acquire Thomson Learning Higher Education Assets from Thomson for US$7.75 Billion

New York and London, May 11, 2007 - Funds advised by Apax Partners today announced the signing of definitive agreements with The Thomson Corporation (NYSE: TOC; TSX: TOC), a leading global provider of information services to business and professional customers, under which such funds, together with funds advised by OMERS Capital Partners, will acquire the higher education, career learning and library reference assets of Thomson Learning and Nelson Canada for a combined total value of approximately $7.75 billion in cash. The transactions are expected to close in the third quarter of this year and are subject to regulatory approvals and other customary closing conditions.

The higher education, career learning 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.

Jackie Reses, Partner at Apax Partners, said: "We are extremely excited to acquire these unique, global media properties, which have achieved strong positions in their respective markets and have delivered stable and predictable growth. Furthermore, we believe these franchises are supported by healthy underlying market dynamics. We look forward to extending the competitive positions of these businesses during the course of our ownership."

Christian Stahl, Partner at Apax Partners, continued: "This investment deepens Apax's global focus on the media industry, where we have established a strong track record over the past decade. Additionally, we are very pleased to be partnered on this important transaction with OMERS, one of Canada's largest pension plans and a highly respected investment manager."

Evercore Partners Incorporated and Atlas Advisors are financial advisors to Apax Partners and OMERS Capital Partners on the acquisition. Acquisition finance was provided by The Royal Bank of Scotland, JPMorgan, Citigroup, UBS and The Royal Bank of Canada.

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), 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 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.

The Thomson Corporation
The Thomson Corporation (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).