Pearson To Buy Brazil School Learning Systems Business GBP326 Million

First Published Thursday, 22 July 2010 07:28 am - © 2010 Dow Jones

LONDON -(Dow Jones)- Pearson PLC (PSON.LN), an education company, and Sistema Educacional Brasileiro, a Brazilian education company, Thursday announces a strategic partnership to develop educational products and services for the fast-growing Brazilian education market.

MAIN FACTS:

-Under the terms of the agreement, Pearson will acquire SEB's school learning systems business and will provide technology and materials to SEB's educational institutions.

-Pearson has signed a definitive agreement to acquire SEB's learning systems division for a cash consideration of BRR$888 million ($497 million; GBP326 million) or BRR$22 per unit.

-The Zaher family, SEB's 70% majority shareholder, will retain SEB's school and higher education institutions, which will become major customers of Pearson.

-The transaction will take place in two stages.

-First, following a reorganization to separate the learning systems business from the rest of SEB, Pearson will pay 70% (BRR$613 million) of the total purchase price to the Zaher family.

-Pearson will then launch a delisting tender offer and pay the remaining 30% (BRR$275 million) to SEB's public shareholders.

-This process is expected to be completed in the second half of 2010.

-The closing is not conditional on antitrust or other regulatory approvals, but the transaction will be reviewed by Brazilian antitrust authorities.

-Expects the acquisition to enhance adjusted EPS from 2011, its first full year, and to generate a return on invested capital above Pearson's weighted average cost of capital from 2012.

-Shares closed Wednesday at 934.0 pence.

By Iain Packham, Dow Jones Newswires; 44-20-7842-9269; iain.packham@dowjones.com

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