CHICAGO (December 30, 2004) — McDermott Will & Emery client, ProQuest Company (NYSE: PQE), has signed a definitive merger agreement to acquire privately held Voyager Expanded Learning (Voyager). Under the terms of the agreement, ProQuest will acquire the stock of Voyager for $340 million in cash and $20 million in ProQuest Company stock. The cash portion of the payment will be financed through debt. ProQuest may pay up to $20 million in additional consideration based on various factors including Voyager's operating performance. McDermott Will & Emery is representing ProQuest on the financing as well.
The McDermott team was led by Grant Bagan and Heidi Steele of the Firm's Corporate Department, and included Sam Wales and Raam Jani on M&A issues; Andrew Liazos on executive compensation issues; John Dubrow and Andrea Hamilton on regulatory issues; Dan Zucker on tax issues; and Alan Nesburg on employee benefits issues.
ProQuest Company (NYSE: PQE), based in Ann Arbor, Michigan, is a leading publisher of information solutions for the education, automotive and power equipment markets. ProQuest provides products and services to customers through two business segments: Information and Learning and Business Solutions. ProQuest Company was recently named one of the nation's 200 best small companies by Forbes, and one of the 100 fastest growing technology companies in the United States by Business 2.0.
Voyager Expanded Learning, a privately held company based in Dallas, Texas, is a provider of in-school reading programs, reading intervention programs and professional development programs for school districts throughout the United States. Founded in 1994, Voyager has delivered extended-time reading and basic skills intervention programs to more than 1,000 school districts and large-scale reading programs.