Reed Elsevier to acquire ChoicePoint for a total cost of $4.1 billion (£2.1 billion/€2.8 billion) payable in cash. This comprises an equity value of $3.5 billion and the assumption of $0.6 billion of net debt.
- Combination of ChoicePoint with the LexisNexis Risk Information and Analytics Group will create a risk management business with $1.5 billion in revenues and a leading position in the fast growing risk management marketplace.
- ChoicePoint has a leading position in providing unique data and analytics to the attractive insurance sector (over 50% of Choicepoint's $982 million revenue and 80% of its business operating income from continuing operations in 2007) and highly complementary products and new capabilities in the screening, authentication and public records areas.
- The combination of ChoicePoint's highly regarded data and analytics assets with LexisNexis's market leading technology can be leveraged to create greater opportunities in addressing the growing risk information and analytics needs in insurance, financial, legal, screening, law enforcement, public safety, healthcare and other sectors.
- The combination will improve top line growth and deliver considerable synergy benefits through the application of powerful technology, increased scale and integration of resources.
- The acquisition will accelerate Reed Elsevier's revenue and profit growth; is accretive to adjusted earnings from the first year; and is expected to deliver a post-tax return on capital in excess of Reed Elsevier's cost of capital by the third year, with returns continuing to climb thereafter.
- The acquisition significantly enhances Reed Elsevier's portfolio through expansion in these attractive long term growth markets, and accelerates Reed Elsevier's progress in providing online solutions embedded into customer workflows.
- Consideration of $50 per share in cash; unanimous recommendation of the ChoicePoint board; subject to ChoicePoint shareholder and regulatory approvals. Acquisition to be financed from committed new bank facilities.
Commenting on the proposed transaction, Sir Crispin Davis, Reed Elsevier's Chief Executive Officer, said:
"The acquisition of ChoicePoint represents a major further step in the building of our risk management business and in the development of Reed Elsevier's online workflow solutions strategy. The market growth in risk information and analytics is highly attractive and ChoicePoint brings important assets and market positions that fit well with our existing business and, in combination, can be leveraged to very good effect.
ChoicePoint's insurance business in particular has seen strong consistent growth, and through the combination of ChoicePoint's highly regarded data and analytics assets and our leading LexisNexis risk technology, we can further develop compelling offerings for customers and realise significant synergy benefits."
Cautionary Statement Regarding Forward-Looking Statements
Certain statements in this announcement may constitute "forward-looking statements" within the meaning of the US Securities Act of 1933, as amended, and the US Securities Exchange Act of 1934, as amended. These statements are subject to a number of risks and uncertainties and actual results, and events could differ materially from those currently being anticipated as reflected in such forward-looking statements. The factors that could cause actual results and events to differ materially include the following: the possibility that the parties may be unable to achieve expected synergies and operating efficiencies in the merger within the expected time-frames or at all and to successfully integrate ChoicePoint's operations into those of Reed Elsevier; such integration may be more difficult, time-consuming or costly than expected; revenues following the transaction may be lower than expected; operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers) may be greater than expected following the transaction; the conditions to the completion of the transaction may not be satisfied, or the regulatory approvals required for the transaction may not be obtained on the terms expected or on the anticipated schedule; and the parties' ability to meet expectations regarding the timing, completion and accounting and tax treatments of the merger; Reed Elsevier and ChoicePoint are subject to the actions of competitors; exchange rate fluctuations; customers acceptance of our products and services; acts of war and terrorism may adversely affect our business; the volatility of the international marketplace; and the other factors discussed in our annual reports and filings with the US Securities and Exchange Commission., which are available at http:// www.sec.gov . Reed Elsevier assumes no obligation to update the information in this announcement, except as otherwise required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.
Additional Information and Where to Find It
In connection with the proposed acquisition, ChoicePoint will file relevant materials with the US Securities and Exchange Commission, including ChoicePoint's proxy statement on Schedule 14A. STOCKHOLDERS OF CHOICEPOINT ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE US SECURITIES AND EXCHANGE COMMISSION, INCLUDING CHOICEPOINT'S PROXY STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain the documents free of charge at the US Securities and Exchange Commission's web site, http://www.sec.gov , and ChoicePoint stockholders will receive information at an appropriate time on how to obtain transaction-related documents for free from ChoicePoint. Such documents are not currently available.