Company Press Release
November 1, 2006
New York, N.Y. - Sonenshine Partners today announced that it co-advised ProQuest Company (NYSE:PQE), a publisher of information and education solutions, today with Allen & Co. on the sale of ProQuest's Business Solutions segment. The purchase price reflects a $27 million increase in the previously announced sale price of $500 million.
Under the terms of the original definitive agreement, if ProQuest Company received an unsolicited proposal to purchase Business Solutions that it determined was reasonably likely to lead to an agreement that was more favorable than the terms of the agreement with Snap-on (a "Superior Proposal"), ProQuest Company would be permitted to negotiate terms with the proposing party, potentially leading to the payment to Snap-on of a $10 million break-up fee.
ProQuest notified Snap-on that it had received a Superior Proposal, and on November 1, 2006, Snap-on and ProQuest Company agreed to amend the definitive agreement to eliminate the provisions which permitted ProQuest Company to consider additional proposals for the sale of ProQuest Business Solutions in exchange for a new purchase price of $508 million in cash plus the assumption of $19 million of debt.
This transaction is subject to customary closing conditions and regulatory approvals, including expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. ProQuest anticipates closing the transaction with Snap-on after receiving regulatory approvals. The transaction is not subject to any financing conditions.
ProQuest Company (PQE: NYSE) is based in Ann Arbor, Michigan, and is a publisher of information and education solutions. ProQuest provides products and services to its customers through three business segments: Education, Information and Learning and Business Solutions.
ProQuest Business Solutions is the original developer and a global leader of electronic parts catalogs, which are used by over 33,000 dealerships worldwide. ProQuest products transform complex technical data, like parts catalogs and service manuals, into easily accessed electronic information for the world's automotive manufacturers and their dealer networks. ProQuest also provides business-to-business information and retail performance measurement services.
Snap-on Incorporated is a leading global innovator, manufacturer and marketer of tools, diagnostics and equipment solutions for professional users. Product lines include hand and power tools, tool storage, diagnostics software, information and management systems, shop equipment and other solutions for vehicle manufacturers, dealerships and repair centers, as well as customers in industry, government, agriculture and construction. Products are sold through its franchisees, company-direct sales and distributor channels, as well as over the Internet. Founded in 1920, Snap-on is a $2.4 billion, S&P 500 company headquartered in Kenosha, Wisconsin.
Sonenshine Partners is a leading independent investment bank focused on providing integrated strategic, financial and corporate advisory services. The firm was founded in 2000 and is headquartered in New York City.

