Funds Advised by Apax and OMERS Acquire Thomson Assets for US$7.75B

On July 5, 2007, funds advised by Apax Partners, together with OMERS Administration Corporation, completed the acquisition of the higher education, career learning and library reference assets of Thomson Learning and Nelson Canada from The Thomson Corporation. The transaction had a combined total value of approximately US$7.75 billion. The higher education, career learning and library reference assets include such brands and businesses as: Wadsworth, Delmar Learning, Gale, Heinle, Brooks/Cole and South-Western. Nelson Canada, a leading provider of books and online resources for the education market in Canada, is now majority-owned by OMERS. Financing for the transactions was provided by JPMorgan, The Royal Bank of Scotland, Citigroup, UBS and Royal Bank of Canada.

Apax Partners and OMERS were represented in the United States by a team from Simpson Thacher & Bartlett LLP, which included William Dougherty, Jay Ptashek, Douglas Bacon and Alexandra Kaplan (M&A, corporate finance); and Gary Mandel and Sean Austin (tax). In Canada, Apax Partners was represented by a team from Stikeman Elliott LLP, which included Marvin Yontef, Elizabeth Breen, Joel Binder, Jonathan Weisstub and Justin Parappally (M&A, corporate finance); David Finkelstein and Susan Thomson (tax); Nancy Ramalho (employment); Andrea Boctor (pensions and benefits); and Sandy Walker (competition). OMERS was represented in-house by general counsel Chantal Thibault, assisted in Canada by a team from Goodmans LLP, which included Lawrence Chernin, Shevaun McGrath, Krista Coburn and Jennifer Sernaker (corporate/M&A); David Zitzerman and Tara Parker (Investment Canada/regulatory); Richard Annan (competition); Mitchell Sherman, Glenn Ernst and Marisa Wyse (tax) and Vanessa Yeung (banking).

The financing syndicates were represented in the United States by a team from Cahill Gordon & Reindel LLP, which included Jacob Minas and Sean Davis, and in Canada by a team from Osler, Hoskin & Harcourt LLP, which included Michael Matheson, Mark Rasile and Lida Bucyk.

Thomson was represented in-house by Deirdre Stanley, senior vice-president & general counsel, and Ann Jung, senior counsel. Thomson was represented in the United States by a team from Shearman & Sterling LLP, which included George Casey and in Canada by Torys LLP with a team that included Michael Siltala, Cornell Wright, Sue-Anne Fox, Jennifer Lennon, Ashley Nichol, Maya Rosenblum, Joel Wardinger and Peter Aziz (corporate); Phil Mohtadi (Investment Canada); Eric Boehm and Allan Colquhoun (IP); Christina Medland, Mitch Frazer, Tara Sastri and Stacey Parker-Yull (pensions and employment); Jay Holsten (competition); Don Roger, Katharine Alexander-Carew and Gwen Johnson (real estate); Jim Welkoff and Andrew Wong (tax); and Dennis Mahony and Tyson Dyck (environmental).