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Proposed Merger of Informa and Taylor & Francis to create a new force in specialist information

• The boards of Informa and Taylor & Francis announce a proposed merger to create T&F Informa, a new international force in the provision of specialist information through its combined publishing and events businesses.

• T&F Informa will be a leading provider of high value specialist information to Informa and Taylor & Francis’ overlapping academic, scientific, professional and commercial customer communities. Its geographic, customer and product presence and enhanced financial strength will enable it to drive both organic and acquisition-led growth.

• T&F Informa’s future growth will benefit from:
  • the existing strong momentum and prospects for both Informa and Taylor & Francis;

  • enhanced revenue opportunities arising from new products and brand extensions across the Enlarged Group’s markets;

  • the cross-over demand for information in the academic, scientific, professional and commercial communities;

  • a well balanced and robust portfolio of assets combining operationally geared professional and commercial operations with resilient and stable academic publishing;

  • increased operational and financial scale and geographic reach; with approximately 2,500 subscription-based products and services, a book backlist of over 35,000 volumes, some 2,800 events per year and databases of approaching 10 million names; and

  • annual pre-tax cost savings of at least £4.6 million by the beginning of 2005*. The one-off cost of achieving these savings is estimated at £1.3 million in 2004.
  
  
• Both companies today announced strong results for the year ended 31 December 2003 and a positive outlook for 2004, demonstrating that Informa and Taylor & Francis are merging from a position of strength to create a high quality information company with good growth prospects.

• Assuming the Merger had taken place on 1 January 2003 and had incorporated the most recently available audited results of PJB and Marcel Dekker as if they had been consolidated for the full year, T&F Informa would have had pro forma revenues of £491 million and pro forma earnings before interest, tax, amortisation and exceptional items of £92 million for the year ended 31 December 2003.

• The aggregate market capitalisation of T&F Informa would be approximately £1,105 million, based on the closing middle market price of Informa Shares on 1 March 2004 (the last business day prior to this announcement).

• Existing Informa and Taylor & Francis shareholders will hold approximately 51 per cent. and 49 per cent. respectively of the enlarged issued share capital of T&F Informa, based on the current issued share capitals of Informa and Taylor & Francis.

• The board of T&F Informa will reflect the complementary skills and experience of the senior management of the two groups. The combined management team has broad experience of successful acquisitions, business integration and organic growth delivery, both in the UK and internationally across the academic, scientific, professional and commercial markets. The board will comprise:

  David Smith, Chairman (Taylor & Francis)
  Peter Rigby, Chief Executive (Informa)
  David Gilbertson, Managing Director (Informa)
  Anthony Foye, Finance Director (Taylor & Francis)
  Richard Hooper, Non-executive Director (Informa)†
  Don Cruickshank, Non-executive Director (Taylor & Francis)
  Sean Watson, Non-executive Director (Informa)
  Derek Mapp, Non-executive Director (Taylor & Francis)

  †Senior non-executive director

  An additional independent non-executive director will be appointed to the board of T&F Informa, giving a total of five non-executives.

• The Merger is to be effected by way of a scheme of arrangement of Taylor & Francis under which Taylor & Francis Shareholders will receive 17 new Informa Shares for every 10 Taylor & Francis Shares held. Informa Shareholders will retain their shares in Informa (which will be renamed T&F Informa on completion of the Merger).

• Taylor & Francis Shareholders will be entitled to receive and retain the Taylor & Francis final dividend of 3.23 pence announced today in respect of the year ended 31 December 2003. Informa Shareholders will be entitled to receive and retain the Informa final dividend of 4.94 pence announced today in respect of the year ended 31 December 2003.

• The Merger is subject to a number of conditions, including the sanction of the Court and the approval of the shareholders of both Informa and Taylor & Francis. The Merger is expected to complete in May 2004.

• The boards of both Informa and Taylor & Francis intend unanimously to recommend the Merger to their respective shareholders.

• Greenhill is acting as lead financial adviser to Informa. Trillium Partners is acting as financial adviser and UBS is acting as financial adviser and sole broker to Informa. Deutsche Bank is acting as sole financial adviser to Taylor & Francis and Hoare Govett is acting as sole broker to Taylor & Francis.

Peter Rigby, Chairman of Informa, said:

“The merger of Informa and Taylor & Francis will create an exciting new force in specialist information. Both companies performed well in 2003 and are coming together from positions of strength at a time when there are significant opportunities for enhanced future growth. The new group will be better placed to capture and exploit this growth.

The combined new management team has the experience to build on the existing platforms to create a strong and resilient business that will be a major industry player over the next few years.”

David Smith, Chief Executive of Taylor & Francis, said:

“The merger brings clear benefits to both companies. Most importantly, we will generate increased revenue and will have a well balanced portfolio, capable of taking advantage of a wider range of economic conditions. Our increased scale will stand us in good stead for further consolidation in our professional, academic and business markets.

Taylor & Francis and Informa have grown consistently through a mixture of organic growth and well timed acquisitions. This remains our touchstone and the opportunities for the new group are considerable.”

Don Cruickshank, Chairman of Taylor & Francis, said:

“When I recently joined the board, I was aware of the on-going discussions which I fully supported. I look forward to being part of the board of T&F Informa which has exciting potential.”

This summary should be read in conjunction with the full text of the following announcement. Appendix II contains the definitions of certain terms used in this announcement. A presentation to analysts regarding the Merger will be held today at 9.30 a.m. at the City Conference Centre, 80 Coleman Street, London EC2R 5BJ. A press briefing will take place at 11.00 a.m. at the same venue.

Press enquiries

Informa		+44 20 7017 4302		Taylor & Francis		+44 20 7583 9855
Peter Rigby				David Smith
David Gilbertson				Anthony Foye
Jim Wilkinson
Greenhill		+44 20 7440 0400		Deutsche Bank		+44 20 7545 8000
Lead financial adviser				Financial adviser
Simon Borrows				Geoffrey Austin
Peter Bell				Michael Stock
				Guy Hayward-Cole
Trillium Partners		+44 20 7866 6044		Hoare Govett		+44 20 7678 8000
Financial adviser				Broker
Stephen Routledge				Mark Astaire
				Sara Coghill
UBS		+44 207 567 8000		Financial Dynamics		+44 20 7831 3113
Financial adviser and broker				Tim Spratt
Michael Lacey-Solymar				Charles Palmer
Adam Joy
Simon Warshaw
Bell Pottinger		+44 20 7861 3877
Zoe Sanders
Catherine Lees

*The expected pre-tax cost savings have been calculated on the basis of the existing cost and operating structures of the companies and by reference to current prices and exchange rates and the current regulatory environment. These statements of pre-tax cost savings and costs for achieving them relate to future actions and circumstances which, by their nature, involve risks, uncertainties and other factors. Because of this, the cost savings referred to may not be achieved, or those achieved could be materially different from those estimated. This statement should not be interpreted to mean that the earnings per share in the financial year of the Merger, or in any subsequent period, would necessarily match or be greater than those for the relevant preceding financial period.

Greenhill & Co. International LLP, which is regulated in the United Kingdom by the Financial Services Authority, is acting for Informa and no one else in connection with the Merger and will not be responsible to anyone other than Informa for providing the protections afforded to clients of Greenhill & Co. International LLP or for providing advice in relation to the Merger.

Trillium Partners Limited is acting for Informa and no one else in connection with the Merger and will not be responsible to anyone other than Informa for providing the protections afforded to clients of Trillium Partners Limited or for providing advice in relation to the Merger.

UBS Limited is acting for Informa in connection with the matters referred to in this announcement and no one else and will not be responsible to any person other than Informa for providing the protections afforded to clients of UBS Limited nor for providing advice in relation to the matters described or referred to in or the contents of this announcement.

Deutsche Bank AG London, which is regulated by the Financial Services Authority for the conduct of designated investment business in the United Kingdom, is acting for Taylor & Francis and no one else in connection with the Merger and will not be responsible to anyone other than Taylor & Francis for providing the protections afforded to clients of Deutsche Bank AG London or for providing advice in relation to the Merger.

Hoare Govett Limited, which is regulated in the United Kingdom by the Financial Services Authority, is acting for Taylor & Francis as sole broker and no one else in connection with the Merger and will not be responsible to anyone other than Taylor & Francis for providing the protections afforded to clients of Hoare Govett Limited or for providing advice in relation to the Merger.

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this announcement is released, published or distributed should inform themselves about and observe such restrictions.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO SUBSCRIBE FOR OR BUY ANY SECURITIES, NOR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUE OR TRANSFER OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW.

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