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EXHIBIT (e)(2)
Donaldson, Lufkin & Jenrette
Donaldson, Lufkin & Jenrette Securities Corporation
277 Park Avenue, New York, New York 10172 - (212) 892-3000
June 26, 2000
Board of Directors
Quest Education Corporation
1400 Hembree Road, Suite 100
Roswell, GA 30076
Dear Sirs:
You have requested our opinion as to the fairness from a financial point of
view to the stockholders of Quest Education Corporation (the "Company") of the
consideration to be received by the holders of the common stock of the Company
(the "Company Common Stock") pursuant to the terms of the Agreement and Plan
of Merger, to be dated June 26, 2000 (the "Agreement"), by and among Kaplan,
Inc. ("Parent"), Odyssey Acquisition Corp., a wholly owned subsidiary of
Parent (the "Purchaser"), and the Company.
Pursuant to the Agreement, Purchaser will commence a tender offer (the
"Tender Offer") for any and all outstanding shares of the Company's common
stock at a price of $18.35 per share (the "Tender Price"). The Tender Offer is
to be followed by the merger (the "Merger") of Purchaser with and into the
Company, in which the shares of all stockholders who did not tender would be
converted into the right to receive the Tender Price.
In arriving at our opinion, we have reviewed the draft dated June 20, 2000
of the Agreement and the exhibits thereto. We also have reviewed financial and
other information that was publicly available or furnished to us by the
Company including information provided during discussions with management.
Included in the information provided during discussions with management were
certain financial projections of the Company for the period beginning April
2000 and ending March 2005 prepared by the management of the Company. In
addition, we have compared certain financial and securities data of the
Company with various other companies whose securities are traded in public
markets, reviewed the historical stock prices and trading volumes of the
common stock of the Company, reviewed prices paid in certain other business
combinations and conducted such other financial studies, analyses and
investigations as we deemed appropriate for purposes of this opinion.
In rendering our opinion, we have relied upon and assumed the accuracy and
completeness of all of the financial and other information that was available
to us from public sources, that was provided to us by the Company or its
representatives, or that was otherwise reviewed by us. With respect to the
financial projections supplied to us, we have relied on representations that
they have been reasonably prepared on bases reflecting the best currently
available estimates and judgments of the management of the Company as to the
future operating and financial performance of the Company. We have not assumed
any responsibility for making an independent evaluation of any assets or
liabilities or for making any independent verification of any of the
information reviewed by us. We have relied as to certain legal matters on
advice of counsel to the Company.
Our opinion is necessarily based on economic, market, financial and other
conditions as they exist on, and on the information made available to us as
of, the date of this letter. It should be understood that, although subsequent
developments may affect the conclusion reached in this opinion, we do not have
any obligation to update, revise or reaffirm this opinion. Our opinion does
not address the relative merits of the Tender Offer or the Merger and the
other business strategies being considered by the Company's Board of
Directors, nor does it address the Board's decision to proceed with the Tender
Offer or the Merger. Our opinion does not constitute a
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recommendation to any stockholder as to whether such stockholder should tender
any shares into the Tender Offer.
Donaldson, Lufkin & Jenrette Securities Corporation ("DLJ"), as part of its
investment banking services, is regularly engaged in the valuation of
businesses and securities in connection with mergers, acquisitions,
underwritings, sales and distributions of listed and unlisted securities,
private placements and valuations for corporate and other purposes.
Based upon the foregoing and such other factors as we deem relevant, we are
of the opinion that the consideration to be received by the holders of Company
Common Stock pursuant to the Agreement is fair to such stockholders from a
financial point of view.
Very truly yours,
Donaldson, Lufkin & Jenrette
Securities Corporation
By: /s/ Vanessa Burgess
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Vanessa Burgess
Managing Director
