Delta Education assets sold to School Specialty, Inc.

Wicks Learning Group, LLC, an affiliate of The Wicks Group of Companies, L.L.C. (New York), a private equity firm, has entered into a definitive agreement to sell Delta Education, LLC (Nashua, NH), an independent publisher of curriculum and supplemental educational materials for Pre-K to 9th grade, to School Specialty, Inc.

(Greenville, WI), for $272 million in cash. Berkery, Noyes & Co. (New York) and Credit Suisse First Boston (Boston, MA) advised the Wicks Learning Group on the transaction. The purchase price is 3.2 times Delta's trailing 2004 revenue of $85.2 million and 26.1 times Delta's trailing net income of $10.4 million.

Wicks has also agreed to indemnify School Specialty for certain liabilities relating to Delta and limited to amounts held in escrow, the balance of which is expected to be $15 million as of the closing of the transactions. In addition, certain of the members of Wicks have agreed to provide up to an additional $10 million in indemnification to School Specialty for liabilities in the event the amounts in escrow are exhausted.

Founded in 1974, New Hampshire-based Delta Education, LLC (Nashua, NH) is the publisher of inquiry based hands-on science curriculum for the elementary school market led by its flagship product, the Full Option Science System (FOSS). FOSS was developed under a National Science Foundation grant at the Lawrence Hall of Science at the University of California at Berkeley, which has been guiding the development process for over 25 years. The company's products also include science kits, books, instructional materials and educational software. As part of the Delta transaction, School Specialty has also acquired its Educators Publishing Service ("EPS") division, a supplemental publisher of reading titles for grades K-8.

Also, shareholders of School Specialty will vote on Sept. 12 to decide whether to accept an offer of $49 a share from Bain Capital partners (Boston, MA) and Thomas H. Lee Partners (Boston, MA), a 'friendly' LBO firm. The offer was originally made after closing on May 31, 2005 when the company's stock was trading at $39.47. School Specialty supplies products, programs and services for preK-12 teachers, guidance counselors and school administrators in such areas as early childhood, arts education, special learning needs, reading and literacy.