MAIN NEWS HEADLINES
November 23 – November 30, 2006 Edition
Agrees to Acquire
PLEASANTVILLE, NY/11/16/06—The Reader’s Digest Association, Inc. (NYSE: RDA) has agreed to a $2.4 billion merger with an investment group led by Ripplewood Holdings LLC, which will acquire all outstanding common shares of RDA for $17.00 per share. The deal is expected to be completed during the first quarter of calendar year 2007, subject to investors’ funding and financing and shareholder approval.
Under the terms of the agreement, RDA’s common shareholders will receive $17.00 in cash for each share of RDA common stock they hold, a premium of approximately 25% over RDA’s average trading price over the past 60 days.
The Reader’s Digest Association, Inc. is a global publisher and direct marketer of products that inform, enrich, entertain and inspire people of all ages and cultures around the world. RDA had revenues of $2.4 billion for the fiscal year ended June 30, 2006. RDA’s corporate web site is http://www.rda.com.
New York-based Ripplewood Holdings LLC is a leading private equity firm established in 1995 by Timothy C. Collins. Through five institutional private equity funds managed by Ripplewood, the firm has invested over $3 billion in transactions in the U.S., Asia, Europe and the Middle East.
Goldman, Sachs & Co. and Michael R. Lynch served as financial advisors, and Jones Day and Richards Layton & Finger P.A. served as legal advisors, to RDA in connection with its review of strategic alternatives and with this transaction. Morgan Stanley & Co. Incorporated, J.P. Morgan Securities Inc., Citigroup and Merrill Lynch served as financial advisors, and Cravath, Swaine & Moore LLP served as legal advisor, to the investor group.
Reader’s Digest was established by DeWitt and Lila Wallace in 1922. Working out of their Greenwich Village apartment, the Wallaces edited the magazine and printed 5,000 copies. Since then, The Reader’s Digest Association, Inc. has grown to become one of the world’s preeminent publishers and direct marketers.
Reader’s Digest, the largest-selling magazine in the world, now appears in 50 editions and 21 languages, following new launches during the past year in Romania, Slovenia and Croatia. The magazine is sold in more than 60 countries.
The company reaches millions of consumers through more than 20 other magazines, including Every Day with Rachael Ray and America’s best-selling food and cooking magazine, Taste of Home. Each year, the company publishes about 50 million books including the Select Editions series and offerings in the cooking, do-it-yourself, health, gardening and children’s titles. It markets collections of music, from Beethoven to Ella Fitzgerald to today’s pop divas, and videos and audio books.
The products are marketed through a wide range of channels including direct mail, display marketing, direct response television, catalogs, retail and the Internet.
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