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Thomson Learning and Gale Under New Management Following Sale
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Posted On May 21, 2007


Acquiring Reuters will cost The Thomson Corp. (www.thomson.com) a pretty penny. (See Paula Hane’s NewsBreak, http://newsbreaks.infotoday.com/nbReader.asp?ArticleId=36229.) Some of those funds will come from a $7.76 billion cash sale of the Thomson Learning division (www.thomson.com/solutions/learning) to Apax Partners (www.apax.com) and OMERS Capital Partners (www.omerscapital.com). Confounding the predictions of some expert observers in the field, Apax plans to keep the division intact rather than selling off sections of the multisubsidiary publisher—at least for now. Veteran former Thomson Learning executive Ronald Dunn will become CEO of the company, while David Shaffer, retired executive vice president of The Thomson Corp., will become executive chairman. Thomson Learning includes the ubiquitous full-text aggregator the Gale Group.

The name of the new company and other details about its future remain in limbo until the acquisition closes in 3Q, after regulatory approvals go through. Ronald Schlosser, current president and CEO will continue to lead Thomson Learning through the closure process, after which he will retire.

Dunn was CEO of Thomson Learning’s Academic and International Group from 1998 through 2005, encompassing Thomson Learning’s Higher Education, International, and Gale Group divisions. Shaffer retired as executive vice president of The Thomson Corp. late in 2006. Jackie Reses, partner at Apax, saluted the new executives: "Ron and Dave are extremely well suited to lead the newly independent Thomson Learning organization as it builds on its positions within its individual market segments, continues to expand internationally, and captures the enormous potential we believe exists in the evolution to digital content distribution in post-secondary education."

On May 11, 2007, Apax Partners and OMERS Capital Partners agreed to pay The Thomson Corp. about $7.75 billion in cash for Thomson Learning and Nelson Canada. Apax describes itself as "one of the oldest and largest private equity firms in the world with more than $30 billion under global management." It has five key sectors in which it invests. The Thomson Learning acquisition fits into its media and communications investments, which already include Yell Group, providers of classified advertising directories in the U.K. and the U.S. ($3 billion); VNU World Directories, publisher of Yellow Pages in seven countries ($2.6 billion); and Incisive Media, B2B publisher in the U.K.

OMERS Capital Partners is the private-equity investment arm of OMERS (Ontario Municipal Employees Retirement System), one of Canada’s largest pension funds. Under Canadian law, publishers based in Canada must be majority owned by Canadians. Nelson Canada will remain under the guidance of Greg Pilon, current president and CEO, according to Paul Renaud, president and CEO at OMERS Capital Partners.

Thomson Learning incorporates a number of subunits and imprints for print and digital products serving academia, schools, government agencies, corporations, and libraries. Besides textbooks and curricular material bearing such brand names as Wadsworth, Delmar Learning, Heinle, Brooks/Cole, NETg, Prometric, and South-Western, it also includes the Gale Group, publisher of reference books and large, full-text aggregated databases. The Gale Group feeds many online full-text services from Factiva to LexisNexis to Thomson’s own Dialog. When asked about how the new ownership might affect the flow of content from Gale to other Thomson services outside of Thomson Learning, Dunn replied, "It is clear we have an economic relationship to maintain with Thomson."

When Thomson announced its intention to sell Thomson Learning back in late October 2006, rumors circulated that the estimated price would run about $5 billion to $6 billion. The $7.75 billion sale amounts to 3.2 times the company’s 2006 revenue of $2.4 billion with a profit of $383 million. Bidders for the division reportedly included other private-equity firms such as Kohlberg Kravis Roberts & Co., The Carlyle Group, and Warburg Pincus. Apparently, the competition was enough to run up the price.

Thomson Learning’s products and services include traditional content, such as print textbooks augmented with CD-ROMs and other digital supplements, and classroom and curricular digital solutions. It serves higher education, middle schools and high schools, and the libraries and bookstores serving those markets. It also serves corporate and government, professional, and job training centers with adult-learner training materials.

Though some experts thought that Apax would most likely sell off individual portions of Thomson Learning and fairly quickly, Apax’s own description of its strategies states, "… We do not trade in and out of companies for short-term gain. At Apax, we take a long-term view, and are prepared to work with management through the inevitable ups and downs of business life to achieve our shared objectives."


Barbara Quint is contributing editor for NewsBreaks, senior editor of Online Searcher, and a columnist for Information Today.

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