Acquisition

Reed Elsevier PLC
21 February 2008










           Issued on behalf of Reed Elsevier PLC and Reed Elsevier NV


                                                   7.00am (GMT) 21 February 2008


                   Reed Elsevier to acquire ChoicePoint, Inc

Significant expansion in fast growing risk information and data analytics sector


Reed Elsevier to acquire ChoicePoint for a total cost of $4.1 billion (£2.1
billion/€2.8 billion) payable in cash.  This comprises an equity value of $3.5
billion and the assumption of $0.6 billion of net debt.

O  Combination of ChoicePoint with the LexisNexis Risk Information and Analytics
   Group will create a risk management business with $1.5 billion in revenues 
   and a leading position in the fast growing risk management marketplace.

O  ChoicePoint has a leading position in providing unique data and analytics to
   the attractive insurance sector (over 50% of Choicepoint's $982 million 
   revenue and 80% of its business operating income from continuing operations 
   in 2007) and highly complementary products and new capabilities in the 
   screening, authentication and public records areas.

O  The combination of ChoicePoint's highly regarded data and analytics assets
   with LexisNexis's market leading technology can be leveraged to create 
   greater opportunities in addressing the growing risk information and 
   analytics needs in insurance, financial, legal, screening, law enforcement, 
   public safety, healthcare and other sectors.

O  The combination will improve top line growth and deliver considerable synergy
   benefits through the application of powerful technology, increased scale and
   integration of resources.

O  The acquisition will accelerate Reed Elsevier's revenue and profit growth; is
   accretive to adjusted earnings from the first year; and is expected to 
   deliver a post-tax return on capital in excess of Reed Elsevier's cost of 
   capital by the third year, with returns continuing to climb thereafter.

O  The acquisition significantly enhances Reed Elsevier's portfolio through
   expansion in these attractive long term growth markets, and accelerates Reed
   Elsevier's progress in providing online solutions embedded into customer
   workflows.

O  Consideration of $50 per share in cash; unanimous recommendation of the
   ChoicePoint board; subject to ChoicePoint shareholder and regulatory 
   approvals. Acquisition to be financed from committed new bank facilities.


Commenting on the proposed transaction, Sir Crispin Davis, Reed Elsevier's Chief
Executive Officer, said:

'The acquisition of ChoicePoint represents a major further step in the building
of our risk management business and in the development of Reed Elsevier's online
workflow solutions strategy.  The market growth in risk information and
analytics is highly attractive and ChoicePoint brings important assets and
market positions that fit well with our existing business and, in combination,
can be leveraged to very good effect.

ChoicePoint's insurance business in particular has seen strong consistent
growth, and through the combination of ChoicePoint's highly regarded data and
analytics assets and our leading LexisNexis risk technology, we can further
develop compelling offerings for customers and realise significant synergy
benefits.'


Enquiries:

Investors:  Sybella Stanley, Director of Corporate Finance
[phone]

Media:  Patrick Kerr, Director of Communications
[phone]


Cautionary Statement Regarding Forward-Looking Statements

Certain statements in this announcement may constitute 'forward-looking
statements' within the meaning of the US Securities Act of 1933, as amended, and
the US Securities Exchange Act of 1934, as amended.  These statements are
subject to a number of risks and uncertainties and actual results, and events
could differ materially from those currently being anticipated as reflected in
such forward-looking statements.  The factors that could cause actual results
and events to differ materially include the following: the possibility that the
parties may be unable to achieve expected synergies and operating efficiencies
in the merger within the expected time-frames or at all and to successfully
integrate ChoicePoint's operations into those of Reed Elsevier; such integration
may be more difficult, time-consuming or costly than expected; revenues
following the transaction may be lower than expected; operating costs, customer
loss and business disruption (including, without limitation, difficulties in
maintaining relationships with employees, customers, clients or suppliers) may
be greater than expected following the transaction; the conditions to the
completion of the transaction may not be satisfied, or the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; and the parties' ability to meet expectations regarding
the timing, completion and accounting and tax treatments of the merger; Reed
Elsevier and ChoicePoint are subject to the actions of competitors; exchange
rate fluctuations; customers acceptance of our products and services; acts of
war and terrorism may adversely affect our business; the volatility of the
international marketplace; and the other factors discussed in our annual reports
and filings with the US Securities and Exchange Commission., which are available
at http://www.sec.gov. Reed Elsevier assumes no obligation to update the
information in this announcement, except as otherwise required by law. Readers
are cautioned not to place undue reliance on these forward-looking statements
that speak only as of the date hereof.

Additional Information and Where to Find It

In connection with the proposed acquisition, ChoicePoint will file relevant
materials with the US Securities and Exchange Commission, including
ChoicePoint's proxy statement on Schedule 14A. STOCKHOLDERS OF CHOICEPOINT ARE
URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE US SECURITIES AND EXCHANGE
COMMISSION, INCLUDING CHOICEPOINT'S PROXY STATEMENT, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security
holders will be able to obtain the documents free of charge at the US Securities
and Exchange Commission's web site, http://www.sec.gov, and ChoicePoint
stockholders will receive information at an appropriate time on how to obtain
transaction-related documents for free from ChoicePoint. Such documents are not
currently available.

Transaction

Reed Elsevier Group plc announced today that it has entered into a definitive
merger agreement with ChoicePoint (NYSE: CPS) to acquire the company.  Under the
terms of the agreement, ChoicePoint shareholders will receive $50 in cash for
each share of common stock, valuing the equity of the company at $3.5 billion
(£1.8 billion/€2.4 billion).  The ChoicePoint board will convene a meeting of
ChoicePoint shareholders to approve the merger and is unanimous in its
recommendation of the merger.  Taking into account $0.6 billion of estimated net
debt, the total value of the transaction is $4.1 billion.

In the year ended 31 December 2007, ChoicePoint's continuing operations had
revenues of $982 million, ebitda (earnings before interest, taxes, depreciation
and amortisation) of $287 million, and operating income (before goodwill and
asset write downs) of $223 million.  At 31 December 2007, gross assets were
$1,215 million and net assets $900 million before corporate net debt of $590
million.

The merger is subject to customary regulatory approvals and is expected to be
completed later in the year.  The transaction will be financed initially through
committed new bank facilities, to be later refinanced through the issuance of
term debt securities.

Strategy

The acquisition of ChoicePoint, and its combination with the very successful
LexisNexis Risk Information and Analytics Group ('RIAG'), creates for Reed
Elsevier a position as a world leading provider of risk information and
analytics by adding a major presence in the insurance segment and complementary
products and new capabilities in the screening, authentication and public
records areas.

The acquisition will accelerate Reed Elsevier's growth and, through the
combination of ChoicePoint's highly regarded data and analytics assets and
RIAG's market leading technology infrastructure, will provide the opportunity to
develop more compelling products for the market and considerable synergy
benefits.

ChoicePoint provides unique information and analytics to support underwriting
decisions within the property and casualty insurance sector; screening and
authentication services for employment, real estate leasing and customer
enrolment; and public information solutions primarily to banking, professional
services and government customers.  Whilst the ChoicePoint business reported
modest revenue growth of 2% in 2007, the Insurance Services business, which
generates over 50% of its revenues and over 80% of business operating income on
a continuing basis, reported organic revenue growth of 10% and operating margins
of 51%.  We expect continued strong growth in the insurance sector and
significantly improved performances in the other businesses.  These other
businesses are in sectors where RIAG operates and is performing very strongly,
with consistent delivery of double digit revenue growth, aided by the LexisNexis
risk technology acquired with Seisint.  This experience is encouraging.

The acquisition of ChoicePoint meets all of Reed Elsevier's acquisition
financial criteria: it is expected to accelerate Reed Elsevier's revenue and
profit growth; be marginally accretive to earnings in the first year of
ownership with significant earnings enhancement thereafter; have a post tax
return on capital in excess of Reed Elsevier's WACC in the third year of
ownership; and add substantial net present value.

RIAG has been one of the fastest growing areas of Reed Elsevier for a number of
years and a key area of strategic focus, reflecting the strong growth in demand
for information and analytics solutions in risk management markets which are
showing consistent overall market growth in the 7-9% range.  The acquisition of
Seisint in 2004 represented a landmark in the development of RIAG, adding
compelling scaleable technology and analytics capabilities. The group today
offers business and non-profit customers the fastest and most powerful data
retrieval and scoring and analytics capability available in its markets.  RIAG
revenues are now in excess of $500 million, growing consistently at double digit
rates, significantly ahead of the market, with strong operational gearing and
margin growth.

The integration of Reed Elsevier and ChoicePoint's businesses is expected to
realise operational synergies and economies of scale that will deliver cost
savings of over $150 million by the third year following acquisition.  Costs of
acquisition integration restructuring are expected to be approximately $200
million.

Proforma net borrowings of the combined Reed Elsevier and ChoicePoint as at 31
December 2007, and after taking into account the special distribution to Reed
Elsevier shareholders in January 2008 of £2.0 billion/€2.7 billion from the net
proceeds of the disposal of the Harcourt Education division, would have been
£3.1 billion/€4.0 billion.

ChoicePoint businesses

In the year to 31 December 2007, the ChoicePoint continuing operations reported
through three principal business segments:

Insurance Services (2007 revenues $506 million; operating income $258 million)

The Insurance Services group is ChoicePoint's largest business and provides
data, analytics, software and business information services to property and
casualty (P&C) personal and commercial insurance carriers.  ChoicePoint's
information solutions help insurers effectively assess risks in the underwriting
process to ensure that their customers receive appropriate policy pricing.  In
personal lines, ChoicePoint's CLUE (comprehensive loss underwriting exchange)
database is the industry's most complete source of historical claims data.
Other tools include Current Carrier, which identifies the existence of current
or previous insurance, as well as any possible lapses in coverage.  The Insurity
business unit provides software, data and analytics to P&C commercial and
personal lines carriers to improve risk acceptance and loss mitigation.

The Insurance Services group reported 11% revenue growth in 2007, or 10% before
acquisitions, and operating margins of 51%.  The division has shown significant
growth over many years reflecting the growth in demand for underwriting decision
support and the increasing sophistication of underwriting pricing decisions.
ChoicePoint's unique data and analytics form an essential part of the assessment
of customer risk profiles in the underwriting process and are integrated into
its customers workflows, and provides the platform for introducing additional
offerings to enhance customer effectiveness.

Screening & Authentication Services (2007 revenues $253 million; operating
income $47 million)

The screening and authentication services group provides background screening
and identity verification products focused on pre and post employment screening,
tenant screening, vital records and customer enrolment.

In 2007, the Screening & Authentication business saw a 2% reduction in revenues
reflecting declines in the pre employment screening business due to hiring
trends in major employers particularly in the retail sector.  The annual growth
rate of the workplace solutions business has however averaged 7% over the last
ten years and the 2007 performance masks strong performances in other Screening
and Authentication areas.  'Know your customer' and other customer and employee
identity services are growing rapidly in the financial services market and other
regulated sectors, as also evidenced by the strong growth of over 20% a year in
LexisNexis's similar screening services.  This, together with expansion in the
largely untapped area of the mid-sized company market, is expected to drive good
long term growth as hiring trends stabilise.

Business Services (2007 revenues $142 million; operating income $7 million)

The Business Services group provides public information solutions primarily to
banking, professional services and government customers.  These services help
companies with risk management, enhanced due diligence, verification and
business credentialing, and allow companies to better mitigate financial and
reputational risk and improve their processes and productivity.

Business Services declined 2% in 2007 as the business was repositioned and
customers recredentialled.  The business is highly complementary to RIAG which
operates in the same sectors and is delivering strong double digit growth and
good operational gearing, aided by the LexisNexis risk technology acquired with
Seisint.  A significant improvement in performance is expected from the
combining of ChoicePoint assets and customer relationships with LexisNexis
technology.

Additionally, the Marketing Services group (2007 revenues $81 million; operating
income $2 million before goodwill and asset write downs) provides direct
marketing and database solutions primarily to the insurance and financial
services industries.  Corporate costs, shared services and share based
remuneration amounted to $90 million in 2007.

The figures in relation to the ChoicePoint businesses above and elsewhere in
this document are derived from ChoicePoint's published and other financial
information and have been prepared under ChoicePoint's accounting policies.

Morgan Stanley has acted as lead adviser on the acquisition of ChoicePoint.  UBS
and JP Morgan Cazenove have acted as brokers and have also provided financial
advice to Reed Elsevier.  Financing has been arranged with these three banks.

Notes to Editors:

About Reed Elsevier

Reed Elsevier Group plc is a world leading publisher and information provider.
It is owned equally by its two parent companies, Reed Elsevier PLC and Reed
Elsevier NV.  The parent companies are listed on the London, Amsterdam and New
York Stock Exchanges, under the following ticker symbols: London: REL;
Amsterdam: REN; New York: RUK and ENL.  In 2007, Reed Elsevier had revenues from
its continuing operations of £4.6bn.  The group employs 32,000 people, including
approximately 16,000 in North America. Operating in the scientific, medical,
legal, risk and business-to-business sectors, Reed Elsevier provides high value
and flexible information solutions to professional end users, with increasing
emphasis on internet delivery.

About ChoicePoint

ChoicePoint (NYSE: CPS) was founded in 1997 in a spin-off from Equifax, the
US-based credit bureau.  In the company's decade of operation, annual revenue
grew from approximately $400 million (USD) to approximately $1 billion (USD).
ChoicePoint provides businesses, government agencies and non-profit
organisations with technology, software, information and marketing services to
help manage economic and physical risks as well as identify business
opportunities.



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