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West Publishing to join Thomson
This was the offical West release, jl
FOR IMMEDIATE RELEASE
Contact For Thomson: Contact For West Publishing:
Nigel Harrison or George Sard/Drew Brown Ruth Stanoch
The Thomson Corporation Sard Verbinnen & Co West Publishing
(203) 328-9422 (212) 687-8080 (612) 687-4099
WEST PUBLISHING TO JOIN THOMSON IN $3.425 BILLION TRANSACTION
Combination Uniquely Meets Lawyers' Needs For Fully Integrated Legal Research
Products and Services
STAMFORD, CT and EAGAN, MN, February 26, 1996 -- The Thomson Corporation
(TSE:TOC), one of the world's foremost providers of information to professional
markets, and West Publishing Company, the preeminent U.S. legal publisher,
today announced an agreement for West to join Thomson. The shareholders of
privately held West will receive $3.425 billion in cash.
Founded in 1872, West is best known for its WESTLAW on-line research
service and its database of editorially enhanced "primary law," including
statutes, cases, codes and regulations. West serves law firms, corporate
counsel, the judiciary, the government, academia, libraries, law students,
accountants and other professionals through three media formats: print,
CD-ROM and on-line (through WESTLAW ). Revenues were in excess of $825 million
and operating profits were over $200 million in the year ending July 31, 1995.
West has approximately 7,000 employees.
Thomson is also a leading legal publisher, best known for its "secondary
law" products which provide added editorial value by organizing and analyzing
primary sources. Thomson Legal Publishing (TLP), headquartered in Rochester,
New York, includes such respected names as Lawyers Cooperative, Clark Boardman
Callaghan, Bancroft-Whitney, Barclays and Counterpoint Publishing. TLP has
over 3,000 employees and is part of Thomson's worldwide legal and regulatory
publishing activities which produce total annual revenues in excess of $800
million.
W. Michael Brown, President of Thomson, said, "We are extremely proud that
such a distinguished and high quality company has chosen to join us. I am
delighted to welcome all of West's people to Thomson. West will complement and
greatly enhance our already strong legal publishing business. Together we will
be well positioned to provide lawyers and the judiciary with fully integrated
research products and innovative practice management tools far beyond what
either of us could have developed separately. We will also have a state-of-the
art technology platform for electronic delivery of our proprietary content to
professional audiences."
Brown continued, "Combining West's massive database of primary law and our
strong position in secondary legal material will benefit legal researchers. It
will make possible the full integration of two essential types of content and
provide an unparalleled array of productivity-enhancing research products and
practice aids with superior features and functionality -- all having a common
look and feel and delivered right to the desktop. The result will be what our
customers want: higher productivity in legal research and, as a result, more
efficient lawyers."
"We are delighted to be joining The Thomson Corporation as the fit between
our two organizations is absolutely outstanding," said Dwight Opperman, Chairman
and Chief Executive Officer of West Publishing Company. "I am especially
pleased that West will continue to be based in Eagan, and that Thomson is
committed to building on the West name and expanding our business in the future.
Both companies have a long heritage of respect for the legal community and its
need for well-organized and scrupulously accurate information. Together we will
be able to develop West beyond what would have been possible for us on a
stand-alone basis in the highly competitive legal publishing business. We have
found an ideal home for West for the long term because Thomson already has a
strong legal publishing business which shares our standards and values."
"We are very pleased that Dwight and Vance Opperman have agreed to stay
with the business. Their continued involvement in West and the local community
will be important to our continued success. West and Thomson will have the best
team in legal publishing," said Brown.
Andrew Mills, a member of Thomson's board who heads financial services and
North American professional publishing, will also be Chief Executive Officer of
West after the transaction is completed. Brian H. Hall, President and CEO of
Thomson Legal Publishing, will assume additional responsibilities as President
of West. Dwight Opperman will be Chairman Emeritus of West, and Vance Opperman,
currently West's President, will be Chairman of West.
"This transaction is fully consistent with Thomson's strategy of becoming a
world leader in the provision of specialized information to our core
professional markets. We expect this transformational merger to generate
substantial shareholder value in the years ahead," said Brown. "Cash flow and
earnings multiples are attractive, and our ability to finance the transaction
through our bank group will enable Thomson to continue to pursue our aggressive
development program right across the corporation."
The transaction, which is subject to Hart-Scott-Rodino clearance and
customary conditions, is expected to close in mid-1996. Thomson expects the
transaction to be non-dilutive to earnings in 1997 and increasingly accretive in
1998.
The Thomson Corporation has total revenues of approximately $7 billion and
a worldwide staff of more than 40,000. Thomson currently has 25,000 employees
in the U.S., and its corporate headquarters is in Stamford, Connecticut. After
the West transaction, more than 55% of Thomson's total revenues and 75% of its
operating profits will be generated in the U.S.
Thomson activities include newspapers in North America and leisure travel
in the U.K., although its principal interests are in specialized information and
publishing concentrated in education and library reference; medicine and
healthcare; engineering and science; financial services and professional
publishing in the U.S., Canada, the United Kingdom, Australia, New Zealand, the
Republic of Ireland, and Scandinavia.
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