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Advent International launches public tender offer for 100% of Wydawnictwa Szkolne i Pedagogiczne

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Warsaw, November 6th, 2009 - Advent International, a leading global private equity fund, announced today a public tender offer to acquire 100% of Wydawnictwa Szkolne i Pedagogiczne S.A. (WSiP), the largest Polish educational publisher.

Pahoa Investments Sp. z o.o., a company indirectly wholly owned by funds managed by Advent International, announced today a public tender offer for all outstanding shares in WSiP (the Offer). WSiP has been listed on the Warsaw Stock Exchange since November 2004.

Summary

• The subject of the Offer is 24,759,330 shares, conferring the right to 24,759,330 votes at the General Shareholders' Meeting, which represents 100% of the total number of votes.
• The price offered for the shares is PLN 16.35 per share, valuing the equity of WSiP at PLN 404.8 million, and represents:
-Premium of 5.6% compared to the volume weighted average market price of the shares during the six month period directly preceding the date of announcement of the Offer of PLN 15.48.
-Premium of 1.7% compared to the volume weighted average market price of the shares during the three month period directly preceding the date of announcement of the Offer of PLN 16.07.
-Premium of 1.6% compared to the last closing price of the shares of PLN 16.10.
• The acceptance period for the Offer is expected to run from 27th November 2009 through to and including 28th December 2009.
• The Offer is conditional upon obtaining the approval of the Polish Antitrust Authorities.
• The Offer is conditional upon reaching 80% of WSiP’s shares, following the achievement of which, Advent International intends to delist the company.
• If Advent International becomes the owner of 90% or more of the shares in the company, then its intention will be to conduct a compulsory buyout of the minority shareholders.

 
Commenting on today’s announcement, Monika Morali-Efinowicz, Managing Director at Advent International said: “WSiP is the leading player in the Polish educational publishing market, with a good portfolio of publications. This market is likely to go through changes in the coming years, which will bring both new risks, as well as opportunities to text book publishers. We believe that WSiP is well positioned to continue to be a leading player in its market. Maintaining that leadership position will, however, require the company to invest in new products and take an active part in market consolidation. Advent International can fully support the company in the current market environment and help it to realize its growth strategy.”
 
Commenting on the tender offer price, Piotr Kędra, Director at Advent International said: “We believe that the price offered by Advent is attractive. There has hardly ever been an opportunity to sell the shares of WSiP at such a high valuation level. It is our goal to delist the company. We believe that delisting WSiP will enable it to react faster to the new competitive environment and future challenges.”


Background and reasons for the Offer

WSiP has been restructured by the current management team and enjoyed moderate growth in the last two years. In order to continue this growth, the company will need to invest in new products and technologies, as well as actively participate in the sector’s consolidation. Advent International is convinced that the implementation of the growth strategy requires an active and devoted shareholder. WSiP would need to invest in the long term growth of the business and we would support the company in doing that with our expertise and exceptional know-how through an extensive network of industry advisors within our Operating Partner Program. Over a period of 25 years Advent International invested in different segments of the media market, including publishing companies in Western Europe, as well as the broader educational market.  Advent recently invested in Kroton Educacional, the leading private education company in Brazil, running 654 primary and high schools and 22 university campuses.


The Offer

Advent International launched the Offer on 6th November 2009 and it is anticipated that subscriptions for the sale of the Shares will be accepted from 27th November 2009, through to and including 28th December 2009, on all business days, Monday through Friday, excluding statutory holidays. Estimated date for payment is 6 working days after expiration of the acceptance period. Advent International reserves the right to extend the acceptance period. Completion of the Offer is conditional upon:
(i) a minimum of 80% of shares being tendered; and
(ii) approval from the Polish antitrust authorities.

Description of the financing:

The Offer is fully provided for by way of a stand-by letter of credit supplied by Bank of America, N.A., which is in turn backed by funds provided by Advent International Corporation’s ACEEIV Private Equity Fund

Advisors

The offer is managed by ING Securities S.A.
Vienna Capital Partners acts as the lead financial adviser.
Allen & Overy acts as the lead legal adviser.

About Wydawnictwa Szkolne i Pedagogiczne:
 
Wydawnictwa Szkolne i Pedagogiczne are the largest Polish educational publisher offering a complete range of textbooks, supplementary books and multimedia for all types of schools and all school levels. Established in 1945, the company has been listed on the Warsaw Stock Exchange since November 3rd 2004.
 

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