Exhibit 99.1
HARCOURT GENERAL AGREES TO $59.00 PER SHARE SALE
CHESTNUT HILL, MA., October 27, 2000 - Harcourt General, Inc. (NYSE:H)
today announced that its Board of Directors has approved a definitive
agreement to sell the Company for $59.00 per common share in cash to
Reed Elsevier plc, the London-based worldwide publisher. Harcourt General
said the transaction was valued at approximately $5.6 billion, including the
assumption of approximately $1.2 billion of debt.
The definitive agreement provides for a cash tender offer by a
subsidiary of Reed Elsevier for all of the Harcourt General outstanding
common shares for $59.00 per share. The tender offer will commence on or
about November 7, 2000. The tender offer is subject to a minimum tender
condition of a majority of the fully diluted Harcourt common shares being
validly tendered and not withdrawn. The agreement is also subject to
clearance under antitrust laws of the tender offer and the transaction
between Reed Elsevier and The Thomson Corporation (TSE:TOC) described below,
as well as other customary closing conditions. The transaction is expected
to close in the first quarter of 2001. The tender offer also extends to all
of the Series A shares for $77.29 per share.
Richard A. Smith, chairman of Harcourt General, said, "We are pleased to
have reached this agreement, which continues our tradition of delivering
significant value to shareholders. At the same time, the transaction
provides an opportunity for our employees to become an integral part of two
exceptional companies committed to investing in and continuing the success of
the Harcourt businesses."
The Smith family, which owns approximately 28 percent of the equity, has
entered into a separate agreement with Reed Elsevier to tender all of their
shares in the tender offer.
Following the completion of the tender offer, Reed Elsevier will
consummate a second-step merger in which the remaining Harcourt shares will
be exchanged for the same cash consideration.
Simultaneous with the closing of the transaction, Reed Elsevier will
sell Harcourt's Higher Education Group; the NETglobal, Assessment Systems,
Inc., and Drake Beam Morin businesses from Harcourt's Corporate and
Professional Services Group; and the higher education portion of Harcourt
Publishers International to The Thomson Corporation Toronto, Ontario.
Harcourt General is a leading global multi-media publisher with more
than $2.3 billion of annual revenues. It is organized into four operating
groups: the K-12 Education Group, which includes Harcourt School Publishers,
Holt Rinehart and Winston, Steck-Vaughn, and Harcourt Trade; the Higher
Education Group, which includes Harcourt College Publishers, Harcourt
Learning Direct, Harcourt Higher Education, and Professional Publishing; the
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Corporate and Professional Services Group, which includes The Psychological
Corporation, Assessment Systems, Inc., NETglobal, and Drake Beam Morin; and
the Worldwide Scientific, Technical and Medical Group, which includes
Harcourt Health Sciences, Academic Press, and Harcourt Publishers
International.
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Statements in this release referring to the expected future plans and
performance of the Company are forward-looking statements. Actual future
results may differ materially from such statements. Factors that could
affect future performance in the Company's businesses include, but are not
limited to: the Company's ability to develop and market its products and
services; the relative success of the products and services offered by
competitors; integration of acquired businesses; the seasonal and cyclical
nature of the markets for the Company's products and services; changes in
economic conditions; changes in public funding for the Company's educational
products and services; and changes in purchasing patterns in the Company's
markets. For more information, see the Company's filings with the Securities
and Exchange Commission.
Harcourt General, Inc. shareholders are advised to read the tender offer
statement regarding the acquisition of Harcourt General, Inc., referenced in
this press release, which will be filed by a subsidiary of Reed Elsevier and
Reed Elsevier plc with the U.S. Securities and Exchange Commission and the
related solicitation/recommendation statement which will be filed by a
subsidiary of Reed Elsevier, with the Commission. The tender offer statement
(including an offer to purchase, letter of transmittal and related tender
offer documents) and the solicitation/recommendation statement will contain
important information which should be read carefully before any decision is
made with respect to the offer. These documents will be made available to
all shareholders of Harcourt General, Inc. at no expense to them. These
documents will be available at no charge at the SEC's web site at
www.sec.gov.
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