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JOSTENS LEARNING AND WICAT TO COMBINE

 JOSTENS LEARNING AND WICAT TO COMBINE
 MINNEAPOLIS, April 6 /PRNewswire/ -- Jostens, Inc. (NYSE: JOS), and


WICAT Systems, Inc. (NASDAQ-NMS: WCAT), announced today that they have signed a definitive agreement under which WICAT will be merged into Jostens, Inc., and combined with Jostens Learning Corporation (JLC), a Jostens subsidiary. Jostens will issue approximately 3.8 million common shares (subject to adjustment) for the approximately 22 million outstanding shares of WICAT in a tax-free exchange. The transaction is subject to certain conditions including the approval of WICAT shareholders and is expected to close in late June.
 Founded in 1980, WICAT is based in Orem, Utah, and had sales of $49 million for the year ended March 31, 1991. WICAT is a leading provider of computer-based educational courseware for grades K-12, and computer-based training courseware for the aviation industry.
 Jostens Learning Corporation, headquartered in Phoenix and San Diego, is a leader in computer-based learning systems primarily for the preschool and K-8 education market. JLC reported revenues of $160 million for the year ended June 30, 1991.
 H. William Lurton, Jostens chairman and chief executive officer, said, "The acquisition of WICAT significantly advances Jostens' continuing strategy to expand its presence in the education market. WICAT's strengths in management and testing software, and its high school and adult curriculum, complement JLC's emphasis on the preschool and K-8 market. WICAT's industrial training business will add new opportunities for the combined company."
 John Kernan, chairman and CEO of Jostens Learning Corporation, said, "JLC is excited about the combination with WICAT. The merger is an excellent complementary fit and one that will offer greater opportunities for both companies' customers and employees."
 Robert W. Mendenhall, president and CEO of WICAT, expressed satisfaction that "the proposed merger gives significant current value to our shareholders, while providing broader opportunities for WICAT products and people to help improve education and training."
 The transaction will be accounted for as a pooling of interests. Jostens expects the transaction to result in approximately 6 percent dilution in its earnings per share for the current fiscal year, and the impact of the merger on Jostens' EPS is expected to be positive in fiscal 1993 and increasingly favorable in 1994 and beyond.
 Jostens, headquartered in Minneapolis, is a leading provider of products and services for the youth, education, sports award and recognition markets. The Fortune 500 company last year reported sales of $860 million.
 Transaction Terms
 WICAT will be merged into Jostens in a tax-free exchange of Jostens common stock for WICAT common stock. The exchange ratio is dependent on the average closing sales price of Jostens common shares for the 20- business-day period ending the third business day before the closing. If such average price is between $29.74 and $38.06, each WICAT share will be converted into .1681 of a Jostens share. If such average price is between $27.00 and $29.73, the exchange ratio will be calculated by dividing $5.00 by such average price. If the average price exceeds $38.06, the exchange ratio will be calculated by dividing $6.40 by such average price. If such average price is less than $27.00, each WICAT share will be exchanged for .1852 of a Jostens share, but if such average price is $25.00 or less, WICAT may terminate the agreement. If the 20-day average was $29.25 (the NYSE closing price of Jostens common stock on April 3, 1992), WICAT shareholders would receive Jostens shares having a value of $5.00 per WICAT share.
 -0- 4/6/92
 /CONTACT: Robb Prince of Jostens, 612-830-3262; or Bob Mendenhall or Dick Byrne of WICAT, 801-224-6400/
 (JOS WCAT) CO: Jostens, Inc.; WICAT Systems, Inc. ST: Minnesota, Utah IN: SU: TNM


GK-TO -- NY014 -- 5222 04/06/92 09:14 EDT
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Publication:PR Newswire
Date:Apr 6, 1992
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