AGREEMENT AND PLAN OF MERGER by and among CHOICEPOINT INC., REED ELSEVIER GROUP PLC and DEUCE ACQUISITION INC. Dated as of February 20, 2008Merger Agreement • March 20th, 2008 • Reed Elsevier PLC • Miscellaneous publishing • New York
AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of February 20, 2008, by and among ChoicePoint Inc., a Georgia corporation (the “Company”), Reed Elsevier Group plc, a public limited company incorporated in England and Wales (“Parent”), and Deuce Acquisition Inc., a Georgia corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub,” the Company and Merger Sub sometimes being hereinafter collectively referred to as the “Constituent Corporations”).
Reed Elsevier Group PLC HMRH Acquisition Co. Houghton Mifflin Riverdeep Group PLC Education Media and Publishing Group Limited AGREEMENT for the sale and purchase of shares and assets relating to the Harcourt Education Business of Reed ElsevierSale and Purchase Agreement • March 20th, 2008 • Reed Elsevier PLC • Miscellaneous publishing
Reed Elsevier Group PLC Pearson PLC AMENDED AND RESTATED AGREEMENT for the sale and purchase of the shares and assets relating to the Assessment and International Education Businesses of Reed ElsevierAgreement for the Sale and Purchase of Shares and Assets • March 20th, 2008 • Reed Elsevier PLC • Miscellaneous publishing
The parties have agreed that the transactions contemplated by this Agreement shall be completed (on the terms of and subject to this Agreement) as soon as practicable save only where there is a mandatory anti-trust restriction on closing. This Agreement provides, on the terms set out in clause 3 and elsewhere in this Agreement, for the Purchaser to be responsible for obtaining all necessary anti-trust approvals and accordingly for the Purchaser to bear all and any risk in connection with any anti-trust approval not being obtained by the relevant dates set out in this Agreement.
