A Deal in the Directory Space

Dallas-based online and print directory company WorldPages.com Inc.
is being acquired by privately held TransWestern Publishing Co. in
a $215 million stock deal that puts a 36 percent premium on WorldPages shares.

San Diego, Calif.-based TransWestern, an independent telephone directory
publisher with 270 community-oriented telephone directories in 18 states,
gains a significant online presence as WorldPages is a provider of online
People and Business Search directories, content and e-commerce services.

WorldPages stock shot up 47 cents, or 21 percent, to $2.67 on the news. At
one point in mid-morning trading it went for $2.74 a share. The stock has
suffered quite a bit in the dot-com bear market; its 52-week high is $9.31
and the low is $1.44.

TransWestern Publishing, in conjunction with Thomas H. Lee Partners, will
acquire all of the outstanding common shares of WorldPages.com for $3 per
share in cash, representing a premium of 36 per cent over WorldPages’ closing
price on Thursday.

“We believe that the proposed transaction is fair, given current market
conditions and risks the company is facing during these volatile times,” said
Richard O’Neal, chairman and CEO of WorldPages.

WorldPages last year had revenues of $102.3 million but reported a pro forma
net loss of $11.8 million, up from $3.4 million the year before.

Current board member George D. Anderson, a former Yellow Pages executive with
the NYNEX directory division, will serve as interim chief executive officer
to lead WorldPages through the transition. O’Neal will remain as chairman of
the board until the transaction is completed.

WorldPages is the fourth largest independent Yellow Pages publisher in the
United States, serving approximately 80,000 customers in 42 markets
throughout Arizona, California, Oklahoma, Oregon, Texas, Utah and Washington.

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