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PTON followup news .. looks like it's worth much more than .77

Prism Business Media Announces Agreement to Purchase Penton Media, Inc.
Business Wire - November 02, 2006 11:15

NEW YORK, Nov 02, 2006 (BUSINESS WIRE) -- Prism Business Media Holdings, Inc., a leading business-to-business media company, today announced the signing of an agreement to purchase Penton Media, Inc. (OTCBB: PTON) for aggregate consideration payable to Penton's stockholders of $194.2 million. The total value of the transaction, including the assumption or repayment of the expected debt at closing, is approximately $530 million. The closing will take place following standard U.S. regulatory approval and satisfaction of other normal conditions. The transaction is expected to close in the first half of 2007. Prism is owned by U.S. Equity Partners II, LP, an investment partnership sponsored by Wasserstein & Co., LP, and by co-investors Highfields Capital Management and Lexington Partners.

"We are extremely pleased to have reached an agreement that will bring together two of the most respected names in business-to-business media," said Anup Bagaria, Vice Chairman of Wasserstein & Co. "We have great confidence that the momentum exhibited by both companies over the past year will continue to grow."

"Together, Penton and Prism provide a compelling combination of leading brands and integrated media products for business readers and marketers across a wide diversity of vertical industry segments," said John French, CEO of Prism. "Both companies share a tradition of success, innovation and customer service that provides a solid foundation for the future."

Financing sources for the transaction include UBS, J. P. Morgan Securities Inc. and GE Commercial Finance. Morrison Cohen LLP and Jones Day provided legal advice to Prism on the transaction and its financing. DeSilva & Phillips provided financial advisory services to Wasserstein & Co.

Additional information regarding the transaction may be found in a Current Report on Form 8-K that will be filed November 2, 2006 by Penton Media, Inc.

About Prism Business Media

Prism Business Media Inc. is a leader in business-to-business communication and information, connecting qualified buyers and sellers in 20 industry sectors. Prism's growing portfolio of market-leading brands spans 70 magazines, 170 e-newsletters, 17 industry trade shows and more than 500 rich data products. Each month, more than 3.3 million unique visitors utilize Prism Web sites and services. Prism Business Media is owned by U.S. Equity Partners II, an investment fund sponsored by Wasserstein & Co., LP, and by co-investors Highfields Capital Management and Lexington Partners. For additional information on the company and its businesses, visit www.prismb2b.com.

About Penton Media

Penton Media, Inc. (http://www.penton.com/), a diversified business-to-business media company, provides high-quality content and integrated marketing solutions to the following industries: aviation; business technology Enterprise Information Technology; design/engineering; electronics; food/retail; government/compliance; hospitality; manufacturing; mechanical systems/construction; and natural and organic products. Penton produces market-focused magazines, trade shows, conferences, and online media and provides a broad range of custom media and direct marketing solutions for business-to-business customers worldwide.

About Lexington Partners

Lexington was founded in 1994 to provide liquidity to private equity investors interested in selling limited partnership interests. Today, Lexington is the largest independent manager of secondary private equity capital with $10 billion of committed capital. The firm's seven secondary funds purchase buyout, venture capital and mezzanine limited partnership interests globally. Lexington also invests in primary partnership funds and has committed to more than 100 new partnerships over the last nine years. In 1998, Lexington formed Co-Investment Partners, an investment partnership with current capital of $1.5 billion. Since 1998, Co-Investment Partners has invested over $1 billion in more than 50 private equity transactions.

About Highfields Capital Management

Highfields Capital Management LP is a Boston-based investment management firm that manages private investment funds primarily owned by institutional and private charitable foundations, school endowments and other institutional and private investors. The firm primarily makes long-term equity investments in securities of both public and private companies in the U.S., Canada and in foreign markets. It also invests in long-term mezzanine or other debt financing to fund business acquisitions or growth and has participated in leveraged buy-outs, venture investments and recapitalizations. Highfields was founded in 1998 and currently manages approximately $9 billion in investment funds.

About Wasserstein & Co.

Wasserstein & Co., LP is a leading independent private equity and investment firm, focused primarily on leveraged buyout investments and related investment activities. The Firm manages capital on behalf of its institutional and individual investors, including public and corporate pension funds, foreign governmental entities, endowments and foundations, and high net worth individuals. The Firm historically has made investments in media, consumer products and other industry sectors. Representative historical media investments have included ALM Media, Hanley Wood, Real Estate Media, The Deal, New York Magazine and IMAX.

SOURCE: Prism Business Media Holdings, Inc.