May 24, 2007
Apax Partners and OMERS Capital Partners Announce New Executive Appointments.
Apax Partners and OMERS Capital Partners today announced that they plan to appoint Ronald G. Dunn as Chief Executive Officer of Thomson Learning, one of the largest academic publishers in the higher education business, upon the completion of the pending acquisition of the assets from The Thomson Corporation (NYSE: TOC; TSX: TOC). It also was announced today that David Shaffer will be named Executive Chairman of Thomson Learning at that time. The Company's current President and Chief Executive Officer, Ronald H. Schlosser, will continue to lead Thomson Learning until the close of the transaction, at which time he will retire from Thomson Learning. As previously announced, the transaction is expected to close in the third quarter of this year, following the receipt of regulatory approvals.
Mr. Dunn, 60, was the CEO of Thomson Learning's Academic and International Group from 1998 through 2005, and Mr. Shaffer, 64, was a member of the Thomson Board of Directors from 1998 through 2006, and President and CEO of Thomson Learning from 2000 through the end of 2002.
Jackie Reses, Partner at Apax Partners, said: "The Thomson Learning properties are unique, global media franchises that hold strong positions in their respective markets and have delivered stable and predictable growth. We look forward to working in close partnership with Ron Dunn and Dave Shaffer, two proven media executives who are intimately familiar with the Thomson Learning businesses. Ron and Dave are extremely well suited to lead the newly independent Thomson Learning organization as it builds on its positions within its individual market segments, continues to expand internationally, and captures the enormous potential we believe exists in the evolution to digital content distribution in post-secondary education."
Christian Stahl, Partner at Apax Partners continued: "As leader of the Thomson Learning team since 2003, Ron Schlosser has helped position the Company for the next phase of growth. We thank him for working closely with Ron and Dave to ensure a smooth and seamless transition upon close of the transaction, and wish him well in his new endeavors."
Paul Renaud, President & CEO at OMERS Capital Partners, said: "We are delighted with the acquisition of the Thomson Learning properties and with our majority ownership of Thomson Nelson, Canada's leading educational publisher. We look forward to working with Greg Pilon, the President & CEO of Thomson Nelson, and his team, to continue the growth and financial success of the business."
On May 11, 2007, funds advised by Apax Partners announced the signing of definitive agreements with The Thomson Corporation, 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.
Additional Information on Ronald Dunn
Mr. Dunn served as the CEO of the Academic and International Group at Thomson Learning from 1998 through 2005. In this position, Mr. Dunn was directly responsible for the performance of the Thomson Higher Education, International and Gale divisions. During Mr. Dunn's tenure, Thomson Learning consistently outperformed its major competitors in the academic marketplace and established a strong record of innovation and progressive leadership in the industry. He also was responsible for the transformational acquisition and integration of Harcourt's higher education business.
Prior to joining Thomson Learning, Mr. Dunn was President of the Information Industry Association (IIA), a leader in addressing the public policy, business and technology issues shaping the information marketplace. Prior to IIA, Mr. Dunn served as a business development consultant for the Educational and Professional Publishing Group at McGraw-Hill. Mr. Dunn also served as the President of the McGraw-Hill College Division. From 1990-1993, he was President of Macmillan Publishing Company and Group Vice President of Macmillan, Inc. overseeing its electronic publishing companies. Mr. Dunn holds a BA in Chemistry from Southern Illinois University and an MBA from Ohio State University.
Additional Information on David Shaffer
Until December 31, 2006, David Shaffer was executive vice president of The Thomson Corporation where he led critical enterprise-wide initiatives focused on leveraging assets and driving operational effectiveness across the Corporation. In his role as EVP, Mr. Shaffer, served on the Corporation's management executive committee and reported directly to Thomson president and CEO, Dick Harrington. Mr. Shaffer also served on The Thomson Corporation board of directors for nine years. Prior to Thomson, Mr. Shaffer was chairman of the board and chief executive officer of Jostens Learning Corporation. He has had an extensive executive career with Thomas Cook Travel Inc., Maxwell Communications Corporation plc, Macmillan Inc., and McGraw-Hill. Mr. Shaffer also is a Member of the Advisory Board at Kellogg Graduate School of Management at Northwestern University, one of the top five graduate business schools in the world, and a member of the Board of Trustees of the University of San Diego.
About Thomson Learning
Through such well-known brands and businesses as Wadsworth, Delmar Learning, Gale, Heinle, Brooks/Cole and South-Western, Thomson Learning delivers learning solutions for colleges, universities, professors, students, reference centers, government agencies, corporations and professionals around the world. These solutions are delivered through specialized content, applications and services that foster academic excellence and professional development, as well as provide measurable learning outcomes to its customers. Thomson Learning's mission is to shape the future of global learning by delivering consistently better learning solutions for learners, instructors and institutions. You can learn more about Thomson Learning at: http://www.thomson.com/learning .
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.
About 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).