John Wiley & Sons, Inc. to Complete Acquisition of Hungry Minds, Inc.Business Editors NEW YORK--(BUSINESS WIRE)--September 21, 2001 John Wiley & Sons, Inc. ("Wiley") (NYSE NYSE See: New York Stock Exchange :JWa)(NYSE:JWb) announced today that it will complete its previously announced acquisition of Hungry Minds, Inc. ("Hungry Minds") (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on : HMIN HMIN Hotels Management Inc (stock symbol) ) pursuant to its cash tender offer to purchase all outstanding shares of HMIN common stock. In connection with the announcement, Wiley's subsidiary, HMI (Human Machine Interface) The user interface in a manufacturing or process control system. It provides a graphics-based visualization of an industrial control and monitoring system. Acquisition Corp. ("HMI Acquisition"), has accepted for payment all shares of HMIN common stock validly tendered as of the 5:00 p.m., New York City New York City: see New York, city. New York City City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S. time, September 20, 2001, expiration of the tender offer, at a purchase price of $6.09 net per share. Specifically, based upon information provided by the depositary for the offer, HMI Acquisition has accepted for payment 14,524,314 shares of HMIN common stock (including 51,782 shares tendered pursuant to guaranteed delivery) validly tendered and not withdrawn prior to the expiration of the tender offer, representing in the aggregate approximately 98.1% of all of the outstanding shares of HMIN common stock. The shares accepted for payment include the 11,161,949 HMIN shares tendered by International Data Group, Inc. and IDG IDG International Data Group IDG Integrated Drive Generator IDG Installation Design Guide IDG Internet Discussion Group IDG Inset Dielectric Guide IDG International Dangerous Goods (mail, shipping) Enterprises, Inc. pursuant to the Voting and Tender Agreement, dated as of August 12, 2001. Wiley will acquire control of Hungry Minds today by virtue of its purchase of tendered shares. Wiley intends to complete a "short form" second-step cash merger at $6.09 net per share as soon as practicable, pursuant to which HMI Acquisition will acquire the remaining outstanding shares, with each share of HMIN common stock to be converted into the right to receive $6.09 in cash, without interest, the same consideration paid for the shares in the tender offer, subject to dissenters' rights. Upon completion of the merger, HMI Acquisition will be merged with and into Hungry Minds and the survivor will become an indirect wholly owned subsidiary Wholly Owned Subsidiary A subsidiary whose parent company owns 100% of its common stock. Notes: In other words, the parent company owns the company outright and there are no minority owners. of Wiley. About John Wiley & Sons, Inc. Founded in 1807, Wiley provides must-have content and services to customers worldwide. Our core businesses include scientific, technical, and medical journals, encyclopedias, books, and online products and services; professional and consumer books and subscription services; educational materials for undergraduate and graduate students and lifelong learners. Wiley has publishing, marketing, and distribution centers in the United States, Canada, Europe, Asia, and Australia. The company is listed on the New York Stock Exchange New York Stock Exchange (NYSE) World's largest marketplace for securities. The exchange began as an informal meeting of 24 men in 1792 on what is now Wall Street in New York City. under the symbols JWa and JWb. Wiley's recently relaunched Internet site can be accessed at http://www.wiley.com. |
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