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Proposed Reed Elsevier/Wolters Kluwer Merger Abandoned

Posted On March 13, 1998
Editor's note: In the November 1997 issue of Information Today, we reported on page 1 the news that Anglo-Dutch publisher Reed Elsevier and Dutch rival Wolters Kluwer had agreed to a $32 billion merger. IT writer Richard Poynder noted in the story that observers had dubbed this development "one of the unlikeliest mergers of the year." Well, apparently so, per the press announcement that follows, which we received from Reed Elsevier in mid-March.)

The proposed merger of the businesses of Reed Elsevier and Wolters Kluwer has been abandoned following decisions by the respective boards of Reed International P.L.C., Elsevier NV, and Wolters Kluwer NV.

Wolters Kluwer has made it known to Reed Elsevier that it needed to renegotiate a number of the terms of the proposed merger of Reed Elsevier and Wolters Kluwer as announced October 13, 1997. This was in the main based on expectations about the conditions that were likely to attach to any clearance by the regulatory authorities [i.e., The European Commission, which, according to a Financial Times story, would probably have required substantial divestiture of tax, medical, and law titles by Wolters Kluwer] and the consequent adverse implications for the benefits of the merger for the respective shareholders of all three companies.

Reed International and Elsevier have concluded that to make the significant changes to the merger terms that Wolters Kluwer felt necessary to protect the interests of its shareholders would make the merger unattractive from the standpoint of the Reed International and Elsevier shareholders.

No material matters have arisen during the course of financial due diligence between Reed International, Elsevier, and Wolters Kluwer that would otherwise have given cause for the merger not to proceed.

Reed Elsevier and Wolters Kluwer will continue to pursue their respective core strategies of growth as leading international professional publishers and information providers, through both organic development and acquisitions.

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