Funds Advised by Apax Partners and OMERS Capital Partners Complete Acquisition of Thomson Learning Higher Education Assets from Thomson for US$7.75 Billion

    NEW YORK, and LONDON, July 5 /PRNewswire/ -- Funds advised by Apax
 Partners announced today that, together with OMERS Capital Partners, they
 have completed the previously announced acquisition of the higher
 education, careers and library reference assets of Thomson Learning and
 Nelson Canada from The Thomson Corporation (NYSE:   TOC; TSX: TOC). The
 transaction had a combined total value of approximately US$7.75 billion.
     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, is now
 majority-owned by OMERS.
     Jackie Reses, Partner at Apax Partners, said: "We look forward to
 working in close partnership with the company's management team, led by Ron
 Dunn and Dave Shaffer, as they build upon the already strong franchises
 represented by the Thomson Learning properties."
     Christian Stahl, Partner at Apax Partners, continued: "The Thomson
 Learning properties historically have delivered stable and predictable
 growth, and they are underpinned by healthy market dynamics. We will work
 with management to capture the enormous potential that we believe exists as
 the businesses continue to expand internationally, and play an important
 role in enabling the evolution to digital content distribution in
 post-secondary education."
     Paul Renaud, President & CEO at OMERS Capital Partners, said: "We are
 pleased to have completed the acquisition of the Thomson Learning
 properties along with Apax Partners, and look forward to working closely
 with Greg Pilon, the President & CEO of Thomson Nelson Canada, and his
 team, to continue the growth and financial success of the business."
     Evercore Partners Incorporated and Atlas Advisors served as financial
 advisors to Apax Partners and OMERS Capital Partners on the acquisition.
 Acquisition finance was provided by JPMorgan, The Royal Bank of Scotland,
 Citigroup, UBS and The Royal Bank of Canada.
     About Apax Partners
     Apax Partners (http://www.apax.com) is one of the world's leading
 private equity investment groups. It operates across the United States,
 Europe and Asia and has more than 30 years of investing experience. Funds
 under the advice of Apax Partners total in excess of $20 billion around the
 world. These Funds provide long-term equity financing to build and
 strengthen world- class companies. Apax Partners Funds invest in companies
 across its global sectors of Tech & Telecom, Retail & Consumer, Media,
 Healthcare and Financial & Business Services
     Over the past ten years, Apax has been one of the most active investors
 in media and communications with over $5.8 billion of equity invested.
 Recent investments include TDC ($17.6 billion), Thomson Learning ($7.8
 billion), Intelsat ($5.0 billion), CME ($3.0 billion), Yell Group ($3.0
 billion), Trader Media Group ($2.7 billion), VNU World Directories ($2.6
 billion) and Hit Entertainment ($1.0 billion).
     About OMERS Capital Partners
     OMERS Capital Partners manages the private equity investment for OMERS
 Administration Corporation. OMERS has a 10% allocation to the private
 equity asset class and currently has private equity investments in excess
 of Cdn $2.5 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.
     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.thomsonlearning.com.
     Contacts:
 
     For Apax Partners
     Todd Fogarty
     Kekst and Company
     todd-fogarty@kekst.com
 
     Ben Harding
     +44 (0)20 7872 6401
     ben.harding@apax.com
 
     For OMERS
     John Pierce
     416-350-6784
     jpierce@omers.com
 
 

SOURCE Apax Partners