Reed Completes Harcourt Offer
Reed International PLC
Elsevier NV
12 July 2001
ISSUED ON BEHALF OF REED INTERNATIONAL PLC AND ELSEVIER NV
Reed Elsevier Successfully Completes Harcourt Tender Offer
Reed Elsevier Inc. announced today the successful completion of its tender
offer for Harcourt General, Inc. (NYSE: H). The tender offer for all
outstanding shares of common stock and shares of series A cumulative
convertible stock ('Preferred Stock') of Harcourt expired at 8:00 p.m., New
York City time on Wednesday, July 11, 2001. Reed Elsevier has accepted for
payment all shares of Harcourt validly tendered and not withdrawn as of the
expiration of the offer. Payment for shares accepted for payment in the
amount of $59.00, net to the seller in cash for each share of common stock,
and $77.29, net to the seller in cash for each share of Preferred Stock, will
be made promptly.
Crispin Davis, Chief Executive Officer of Reed Elsevier, said: 'We are very
pleased that our offer for Harcourt has been successful with close to 95% of
the common shares tendered. We can now move quickly to finalise the legal
merger process and the agreed on-sale of assets to The Thomson Corporation.
We are delighted to welcome to Reed Elsevier the management and staff of
Harcourt and we will be working closely together to combine our businesses.'
Based upon a preliminary count from the Depositary, as of 8:00 p.m., New York
City time, on July 11, 2001, approximately 70,850,215 shares of common stock
of Harcourt (which includes 1,305,091 shares of common stock tendered pursuant
to guarantees of delivery), representing approximately 94.8% of the
outstanding shares of common stock, had been validly tendered and not
withdrawn pursuant to the offer. In addition, approximately 570,374 shares of
Preferred Stock (which includes 2,200 shares tendered pursuant to guarantees
of delivery) had been validly tendered and not withdrawn pursuant to the
offer.
Reed Elsevier intends to take prompt action to effect the proposed merger of
REH Mergersub Inc., a wholly owned subsidiary of Reed Elsevier, with and into
Harcourt. Upon completion of the merger, Harcourt will become a wholly owned
subsidiary of Reed Elsevier. Pursuant to the merger, holders of Harcourt
stock, other than holders who seek appraisal rights pursuant to applicable
provisions of Delaware law, will receive for each share of common stock not
previously tendered in the offer $59.00 in cash without interest and each
share of Preferred Stock not previously tendered in the offer $77.29 in cash
without interest. Harcourt will promptly mail to holders who did not tender
their shares in the tender offer materials and instructions on how to receive
the cash amounts in exchange for shares.
Once the merger has been completed, Reed Elsevier will complete the on-sale of
the Higher Education and certain Corporate and Professional Services
businesses of Harcourt to The Thomson Corporation.
Contact:
Catherine May, Reed Elsevier, tel: +44 (0)20 7222 8420
Notes to Editors
Reed Elsevier plc
Reed Elsevier plc is a world leading publisher and information provider. It
is owned equally by its two parent companies, Reed International P.L.C and
Elsevier NV. The parent companies are listed on the London, Amsterdam and New
York Stock Exchanges, under the following ticker symbols: London: REED;
Amsterdam: ELSN; New York: RUK, ENL.
In 2000, Reed Elsevier made adjusted profit before taxation of £690 million
($1,042million) on turnover of £3,768 million ($5,690 million). Following the
acquisition of Harcourt, the group employs more than 35,000 people, including
some 21,300 in North America.
Operating in the scientific, legal, educational and business-to-business
sectors, Reed Elsevier provides high value and flexible information solutions
to professional end users, with increasing emphasis on internet delivery.
Further information on Reed Elsevier can be found on the company's website at
www.reedelsevier.com
Harcourt General, Inc.
Harcourt General, through its wholly owned subsidiary, Harcourt Inc., is a
broadband learning company and a major participant in the growing global
markets for education, assessment, training and professional information. In
the year 31 October, 2000, Harcourt General reported revenues of US $2,408
million.