The U.S. Department of Justice has cleared the Thomson Corp.'s purchase of Harcourt General's higher education and corporate and professional groups from Reed Elsevier after Thomson agreed to sell certain textbooks as well as portions of Harcourt's Assessment Systems Inc. testing service.
Under a consent decree reached between the Justice Department and Thomson, the publisher must sell textbooks used in 38 courses including chemistry, communications, education, finance, foreign language, math, music, philosophy and psychology. Titles will come from both the Thomson and Harcourt lists. "Without these divestitures, college students would likely have paid higher prices for a variety of important textbooks," said Charles James, assistant attorney general in charge of the department's antitrust division. In addition, Thomson has agreed to invite bids for ASI's national testing business, and the Justice Department could require Thomson to sell all of ASI if it believes the sale of the national testing service alone does not restore competition to the testing market. Thomson estimated that the assets it has agreed to sell account for less than 1% of its pro forma 2001 revenues.
The agreement with the Justice Department brings Reed's purchase of Harcourt—in which Reed will then sell certain assets to Thomson—one step closer to completion. The final obstacle is regulatory approval in the U.K. As the U.K. review drags on, Reed has extended its tender offer for Harcourt until July 6 and may further extend the offer.
Thomson has appointed Berkery, Noyes to manage the sale of the textbook properties and Merrill Lynch to coordinate the sale of the ASI assets.
