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ProQuest Gets Higher Offer for its Business Solutions Unit, Snap-on Ups its Bid
November 3, 2006
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KENOSHA, WI -- There has been an amendment to the agreement that Snap-on entered into late last month to acquire ProQuest Business Solutions from ProQuest Co. Snap-on originally agreed to buy the company for approximately $480 million in cash plus the assumption of $19 million of debt.

Under the terms of the original definitive agreement, if ProQuest Co. received an unsolicited proposal to purchase ProQuest Business Solutions that was more favorable than the terms of the agreement with Snap-on, 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.

On Nov. 1, ProQuest Co. notified Snap-on that it had received a better offer. The two companies then agreed to amend the definitive agreement to eliminate the provisions which permitted ProQuest Co. to consider additional proposals in exchange for a new purchase price of $508 million in cash plus the assumption of approximately $19 million of debt. Snap-on still expects the transaction to close by the end of November.