Net proceeds to be used for share buy-back, reduction of debt, and investments in growth
Amsterdam (March 26, 2007) - Wolters Kluwer, a leading global information services and publishing company, today announced that the company has reached an agreement to sell its Education division to Bridgepoint Capital Limited for a purchase price of €774 million. The agreement completes a review of strategic alternatives for the Education division that was announced by the company in September 2006. The positive advice of the employee representatives has been obtained. The transaction is subject to customary closing conditions, including regulatory approvals, and is expected to close by June 2007. Wolters Kluwer intends to return approximately €475 million of the net proceeds to shareholders through a share buy-back program in 2007, and plans to use the remaining net proceeds to reduce debt and to fund investments in growth opportunities for the company.
"With the sale of the Education division Wolters Kluwer has taken another important step to enhance value for our shareholders and support the company's strategy to accelerate profitable growth. Our objective from the beginning was to provide the business with the best opportunities for future expansion, for the Education business as well as the core activities of Wolters Kluwer," said Nancy McKinstry, CEO and Chairman of the Executive Board of Wolters Kluwer. "I am pleased that we have come to an agreement with Bridgepoint. The value we have obtained reflects the hard work of our colleagues in the Education division, who have built a strong and profitable business. We wish them success and thank them for their efforts."
Bridgepoint is a leading European provider of private equity with a 25-year track record of investing in established businesses and working with management to create value within companies across Europe.
The agreement encompasses all of the Wolters Kluwer Education activities. Wolters Kluwer Education, with revenues of €316 million and approximately 1,450 employees, holds leading positions in primary, secondary, and vocational education in seven European countries - the Netherlands (Wolters-Noordhoff), Sweden (Liber), the United Kingdom (Nelson Thornes), Germany (Bildungsverlag EINS and digital spirit), Belgium (Wolters Plantyn), Austria (Jugend & Volk), and Hungary (Müszaki Kiadó).
Lehman Brothers acted as exclusive financial adviser, and Allen & Overy acted as legal adviser on the transaction. Wolters Kluwer has received a fairness opinion from both Citigroup and Lehman Brothers on the transaction.
Share buy-back
Wolters Kluwer intends to return approximately €475 million of the net proceeds from the sale of its Education division to shareholders through a share buy-back program. The remainder of the net proceeds will be used to reduce the company's debt level and to invest in activities which support the company's strategy to accelerate profitable growth. The share buy-back is likely to commence as soon as appropriate after closing of the sale of the Education division, which is expected in June 2007.
Updated outlook
Wolters Kluwer has updated its outlook for ordinary diluted EPS (from continuing operations) and free cash flow (from continuing operations). The updated outlook reflects the loss of the anticipated results of the Education division, mitigated by a reduction of financing costs and the number of shares outstanding, as a result of the share buy-back.
Outlook for 2007 (continuing operations and in constant currencies[1]):
|
Key performance indicators |
2007 |
|
Organic revenue growth |
4% |
|
Ordinary EBITA margin |
19-20% |
|
Cash conversion ratio (CAR) |
95-105% |
|
Free cash flow |
±€425 million |
|
Return on invested capital %[2] |
>= WACC 3 |
|
Ordinary diluted EPS |
€1.45-€1.50 |
|
Guidance per division |
2007 organic revenue growth |
|
Health |
2-3% |
|
Corporate & Financial Services |
5-7% |
|
Tax, Accounting & Legal |
4-6% |
|
Legal, Tax & Regulatory Europe |
2-4% |
Outlook beyond 2007
|
Key performance indicators |
Beyond 2007 |
|
Organic revenue growth |
4-5% |
|
Operating margins (ordinary EBITA margin) |
Continuous improvement |
|
Ordinary diluted EPS |
Double-digit growth |
|
Return on invested capital %2 |
Exceeding WACC3 as of 2007 |
|
Dividend policy |
Progressive |
|
Target net-debt-to-EBITDA ratio |
Approximately 2.5x |
About Wolters Kluwer
Wolters Kluwer is a leading global information services and publishing company. The company provides products and services for professionals in the health, tax, accounting, corporate, financial services, legal and regulatory sectors. Wolters Kluwer has 2006 annual revenues of €3.7 billion, employs approximately 19,900 people worldwide and maintains operations across Europe, North America, and Asia Pacific. Wolters Kluwer is headquartered in Amsterdam, the Netherlands. Its shares are quoted on the Euronext Amsterdam (WKL) and are included in the AEX and Euronext 100 indices. For more information, visit www.wolterskluwer.com.
|
Contact: |
Caroline Wouters
Vice President,
Corporate Communications
Wolters Kluwer nv
+ 31 (0)20 6070 459
|
Oya Yavuz
Vice President, Investor Relations
Wolters Kluwer nv
+ 31 (0)20 6070 407 |
Forward-looking Statements
This press release contains forward-looking statements. These statements may be identified by words such as "expect," "should," "could," "shall," and similar expressions. Wolters Kluwer cautions that such forward-looking statements are qualified by certain risks and uncertainties that could cause actual results and events to differ materially from what is contemplated by the forward-looking statements. Factors which could cause actual results to differ from these forward-looking statements may include, without limitation, general economic conditions; conditions in the markets in which Wolters Kluwer is engaged; behavior of customers, suppliers, and competitors; technological developments; the implementation and execution of new ICT systems or outsourcing; and legal, tax, and regulatory rules affecting Wolters Kluwer's businesses, as well as risks related to mergers, acquisitions, and divestments. In addition, financial risks such as currency movements, interest rate fluctuations, liquidity, and credit risks could influence future results. The foregoing list of factors should not be construed as exhaustive. Wolters Kluwer disclaims any intention or obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
