EBSCO Announces Definitive Agreements for the Purchase of RoweCom

Mar 07, 2003

EBSCO Industries, Inc. (EBSCO) has executed definitive agreements to acquire the U.S. operations of RoweCom, Inc. (RoweCom) which includes the operations of Dawson, Inc., Dawson Information Quest, Inc., The Faxon Company, Inc., Turner Subscription Agency, Inc., McGregor Subscription Service, Inc., and Corporate Subscription Services, Inc. The acquisition is contingent on a number of variables, including: U. S. bankruptcy court approval, successful closure by EBSCO of its acquisition of RoweCom's European operations, and support of publishers representing at least 50% of the aggregate monetary amount paid to RoweCom by customers, which was not subsequently forwarded on to publishers on behalf of these customers. U.S bankruptcy court approval is expected by early April. EBSCO expects to receive French regulatory approval and close the RoweCom Europe acquisition in two to three weeks. The publisher support contingency could be satisfied even sooner. Following is a brief status of actions that have been taken and are underway to secure support of publishers.

Between February 20th and 24th, letters were sent to all of the publishers with whom RoweCom has a business relationship, as well as U.S. customers of RoweCom. Publishers were asked to agree to fulfill subscriptions to their publications for which a RoweCom customer paid RoweCom, but for which the publisher did not receive payment. In exchange for agreeing to send issues, publishers are to receive the equivalent of the RoweCom customer's claim on the bankrupt RoweCom estate to the extent of the value of the subscriptions they have agreed to fulfill. Customers who had paid RoweCom for journal orders but payment was never forwarded to publishers, were asked to agree to participate by assigning their bankruptcy claims to publishers agreeing to participate. RoweCom customers would only be agreeing to exchange their claims to the extent that publishers agree to fulfill issues.

In order for a customer to take advantage of the offer or a publisher to participate, they must sign the 'RoweCom Prepaid Order Agreement' letter and return the signed letter to the following address: RoweCom Prepaid Order Return / c/o Kurtzman Carson Consultants LLC / 5301 Beethoven Street, Suite 102 / Los Angeles, CA 90066. The letters have a requested return date of March 15, 2003. The communication process is being managed by Kurtzman Carson Consultants, LLC. (Kurtzman). As publishers sign on to participate, Kurtzman will be posting the names of the participating publishers to their Web site. Once publishers and customers have responded, the responses will be cross-matched to determine the exact publications publishers have agreed to deliver to each participating customer. These details will be supplied to participating customers. Likewise, publishers will be supplied details of the journal orders they have agreed to fulfill and the associated customers to receive these journals. Most continuing RoweCom clients can expect to be supported by existing RoweCom customer service staff with regard to their orders.

(http://www.ebscoind.com), (http://www.faxon.com), (http://www.kccllc.net/rowecom)