December 7 – December 14, 2006 Edition

Houghton Mifflin

Sale Won’t Impact

Trade Division

BOSTON, MA/12/7/06—The $3.4 billion sale of US educational and trade publisher Houghton Mifflin to HM Rivergroup PLC, a newly-formed Irish public limited company, will have little effect on HM’s adult and children’s trade divisions, according to Vice President Collin Earnst. The sale was announced November 29.

Collin Earnst told Authorlink Tuesday that the sale “will have little effect on the Trade and Reference Division. There is a possibility that some of the Riverdeep technology might be leveraged for multimedia titles down the road, but for the time being, there is little effect on the division.”

Earnst added that “the integration of Riverdeep’s technology will have a much more dramatic effect on our educational business, as we look to integrate some of the instructional technology platforms from Rivedeep with Houghton Mifflin’s instructional and assessment content.

Concurrent with the acquisition of Houghton Mifflin, HM Rivergroup will acquire Riverdeep Holdings Limited, a leading U.S. publisher of branded interactive educational and personal publishing products controlled by Barry O’Callaghan, executive chairman of HM Rivergroup.

The combination of Houghton Mifflin and Riverdeep will bring together one of the most established and successful educational book publishers in the United States with the premier publisher of electronic courseware for the K–12 market in the United States. Houghton Mifflin and Riverdeep have combined revenues and Adjusted EBITDA (earnings before interest, taxes, depreciation and amortization) of approximately $1.425 billion and $392 million, respectively, for the twelve months ended September 30, 2006.

Houghton Mifflin Trade and Reference Division publishes award-winning adult fiction and nonfiction, including major cookbooks, the esteemed paperback imprint Mariner Books, and The Best American Series. The trade division’s impressive list of fiction includes works by Philip Roth and Cynthia Ozick, the enduring classics of J.R.R. Tolkien, and new literary voices such as Jonathan Safran Foer. Houghton Mifflin’s nonfiction list includes a select list of history, current affairs, biography, and contemporary and classic writing on the natural sciences, featuring world-renowned authors such as Eric Schlosser, Richard Dawkins, Arthur Schlessinger, and James Carroll.

According to Earnst there will be no shift in editorial direction for the Trade and Reference Division, and the sale of HM will not affect the number of titles produced by the trade division. “Customer demand, as always, will determine which types of products and solutions we develop.” He would not comment on the number of titles the division currently produces.

In announcing the acquisition of HM, Barry O’Callaghan said, "We are excited about the future of HM Rivergroup and the ability to capitalize on the convergence of print and digital education platforms. The combined business will leverage Houghton Mifflin’s brand names, established relationships and large sales force to provide customers with an unrivaled product offering. On a personal level, I feel very fortunate to establish a partnership with my long-time friend, Tony Lucki, who is one of the most respected figures in the educational publishing business."

"Riverdeep represents an excellent strategic fit with Houghton Mifflin, bringing its high quality electronic courseware offerings to our core basal textbook and supplemental products business. This combination will differentiate us from our competitors and will enable us to participate as one of the leading players in the fastest growing segment of the U.S. school education market," said Tony Lucki, chairman, president and CEO of Houghton Mifflin. "I am pleased to be joining forces with Barry, whose passion and vision for this new enterprise are inspiring." Mr. Lucki will become vice chairman of HM Rivergroup while continuing as chairman, president and CEO of Houghton Mifflin Company, the publishing business of HM Rivergroup.

Mr. O’Callaghan and the management group will own approximately 50 percent of HM Rivergroup, former shareholders of Riverdeep (other than Mr. O’Callaghan) will own approximately 15 percent, and new investors will own the remaining 35 percent.

HM Rivergroup expects to complete the acquisitions of Houghton Mifflin and Riverdeep Holdings before the end of 2006, subject to limited conditions, including the receipt of customary regulatory approvals. Following closing of the transactions, HM Rivergroup will change its name to Houghton Mifflin Riverdeep Group PLC.

About Riverdeep Holdings Limited

Riverdeep Holdings Limited, with offices in San Francisco, California; Cedar Rapids, Iowa; Dublin (Ireland) and Manchester (United Kingdom), is a leading publisher of interactive products focusing on education and personal productivity for the consumer and school markets. Riverdeep’s rich portfolio of interactive award-winning products feature such well-known brands as the Destination Success® solution, which includes Destination Math® and Destination Reading®; The Print Shop®; Reader Rabbit® and Kid Pix®. For more information visit

About Houghton Mifflin Company

Boston-based Houghton Mifflin Company is one of the leading educational publishers in the United States, with more than $1 billion in sales. Houghton Mifflin publishes textbooks, instructional technology, assessments and other educational materials for elementary and secondary schools and colleges. The Company also publishes an extensive line of reference works and award-winning fiction and nonfiction for adults and young readers. With its origins dating back to 1832, Houghton Mifflin combines its tradition of excellence with a commitment to innovation. The company’s website can be found at .