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 /PRNewswire/ -- 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
     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 (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).
     For further information, please contact:
 
     Todd Fogarty
     Kekst and Company
     212-521-4854
     todd-fogarty@kekst.com
 
     Ben Harding
     +44 (0)20 7872 6401
     ben.harding@apax.com
 
 

SOURCE Apax Partners