Definitive Agreement Signed re Pegasus Systems

Reed International PLC Elsevier N.V. 17 November 1999 Issued on behalf of Reed International and Elsevier NV 12/99 17 November 1999 REZsolutions Inc. acquired by Pegasus Systems Inc. Reed Elsevier announced today that a definitive agreement has been signed under which REZsolutions Inc., in which Reed Elsevier has a 64% fully diluted interest, will be acquired by Pegasus Systems Inc. Under the terms of the agreement, Pegasus will issue 2.66 million shares of common stock, pay $115 million in cash and issue a $20 million loan note payable to Reed Elsevier, subject to certain closing adjustments. Based on Pegasus's closing price on Monday, 15 November 1999, the transaction is valued at approximately $254 million. The transaction is expected to close in the first quarter of 2000 and is subject to usual conditions. The consideration payable to Reed Elsevier is valued, based on Pegasus's 15 November share price, at $163 million, of which $76 million is payable in cash and the loan note, with the balance being 1.75 million shares of common stock in Pegasus, representing approximately an 11% interest in the enlarged issued common stock of Pegasus. REZsolutions, based in Phoenix, Arizona, was formed in December 1997 through the merger of Reed Elsevier's Utell International business and Anasazi Inc. It is the leading provider of reservations technology systems and representation services to the hotel industry. In the year to 31 December 1998, REZsolutions had revenues of $142 million. Pegasus, which is listed on NASDAQ, is based in Dallas, Texas, and is a leading worldwide provider of hotel industry transaction processing and electronic commerce services.

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