Houghton Mifflin Co. - 12/03/07

Houghton Mifflin Company and Education Media and Publishing Group Limited Announce Sale of College Division to Cengage Learning

BOSTON — December 3, 2007 — Houghton Mifflin Company and its parent, Education Media and Publishing Group Limited, announced that Houghton Mifflin has signed a definitive agreement to sell its College Division to Cengage Learning, formerly Thomson Learning, for $750 million in cash. In addition, Houghton Mifflin and Cengage will enter into a long-term agreement at closing to cooperate in expanding the distribution of Cengage's titles into the high school Advanced Placement market in the United States. The transaction is subject to customary closing conditions, including expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. Closing is expected during the first half of 2008.

"The College Division has been an important contributor to Houghton Mifflin for many years, but moving forward we will focus our efforts on our K–12, trade and reference businesses," said Tony Lucki, chairman, president and CEO of Houghton Mifflin Company. "We are very pleased that our College Division will have a home with Cengage Learning, which is a preeminent higher educational publisher, and we are confident that the business will continue to flourish under Cengage's ownership. We are particularly pleased that our strategic relationship with Cengage will enable us to provide our customers with an expanded book bag of leading titles for the Advanced Placement market."

Jeremy Dickens, president of Education Media and Publishing Group, commented, "The sale of the College Division is an important event for us, serving to advance both our strategic and financial objectives. It enables us to focus our efforts on integrating Houghton Mifflin and Harcourt Education to create the industry-leading K–12 educational publisher. In addition, the sale of the College Division is on attractive terms that are deleveraging and accretive to our equity valuation. With this transaction and the imminent closing of our pending acquisition of Harcourt Education from Reed Elsevier, we are looking forward to an exciting 2008."

Credit Suisse acted as lead financial advisor and Citigroup also provided financial advice to Houghton Mifflin. Weil, Gotshal & Manges LLP acted as legal advisor to Houghton Mifflin.

Houghton Mifflin's College Division makes knowledge accessible and meaningful to learners at four-year, community and career colleges. The division also has an inclusive approach to content and pedagogy and also publishes textbooks, study guides, technology tools, and other materials primarily for introductory-level college courses.

About Houghton Mifflin
Boston-based Houghton Mifflin Company is one of the leading educational publishers in the United States, with more than $1.4 billion in sales. The Company publishes a comprehensive set of educational solutions, ranging from research-based textbook programs to instructional technology to standards-based assessments for elementary and secondary schools and colleges. The Company also publishes an extensive line of reference works and award-winning fiction and nonfiction for adults and young readers. In 2006, Houghton Mifflin merged with Riverdeep, bringing together one of the most respected print publishers with the leader in interactive courseware. With origins dating back to 1832, Houghton Mifflin combines its tradition of excellence with a commitment to innovation. To learn more about Houghton Mifflin, visit www.hmco.com.