Natural Foods Merchandiser

Penton Media Announces Merger with Prism Business Media

Penton Media Inc. announced Nov. 2 that its board of directors has approved a definitive agreement pursuant to which Prism Business Media Holdings Inc. will acquire 100 percent of the capital stock of Penton in an all-cash transaction for aggregate consideration 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.

Penton is the parent company of Boulder, Colo.-based New Hope Natural Media, which publishes The Natural Foods Merchandiser.

"This transaction delivers outstanding value for all of Penton's stockholders," said David Nussbaum, chief executive officer of Penton. "The combination of Penton and Prism will create a company with the capital structure, talent and infrastructure to continue on a very strong growth path."

Credit Suisse Securities (USA) LLC acted as exclusive financial adviser and Ropes & Gray LLP acted as legal adviser to Penton and its board in connection with the transaction.

Allen & Co. LLC acted as financial adviser and Morris, Nichols, Arsht & Tunnell LLP acted as legal adviser to the special committee of the board of Penton in connection with the transaction.

The transaction is subject to customary closing conditions, including expiration or termination of the waiting period under the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended, and approval by Penton stockholders. Penton expects the transaction to close in the first half of 2007.

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