Ripplewood Holdings Announces Completion of Historic Transaction to Acquire
Reader's Digest Association; Mary Berner Appointed President and CEO
NEW YORK, March 2 --
Ripplewood Holdings L.L.C. today announced the successful completion of the
acquisition of The Reader's Digest Association, Inc. (NYSE: RDA), the
publisher and global marketer of books, magazines, music and video founded
85 years ago by DeWitt and Lila Acheson Wallace. Harvey Golub, Executive
Chairman of Ripplewood and Chairman of Reader's Digest, announced the
appointment of Mary Berner as President and CEO, succeeding Eric W. Schrier,
who will become an Industrial Partner with Ripplewood and a consultant to
Reader's Digest. The change is effective immediately. Berner also will
assume responsibility for WRC Media and Direct Holdings U.S. Corp., two of
Ripplewood's portfolio companies that are being integrated into the new
Reader's Digest.
"We are delighted to
complete this agreement and to take Reader's Digest forward in the next
chapter of building its brands and businesses," Golub said. "I am especially
pleased that Mary Berner is becoming the CEO. She is the ideal chief
executive to unlock the inherent value of this organization. Mary is a
proven leader and motivator of people, and she possesses strategic scope and
outstanding business judgment. Mary will have Reader's Digest running at top
speed, and employees and business partners alike can expect an exciting
future."
Berner said, "I am
thrilled to be joining Reader's Digest, especially at this remarkable
juncture in its history. As part of our due diligence I've been immersed in
the company, and I have a strong sense of its potential. Over the years, the
company has built remarkable content and customer relationships, and I look
forward to working with the talented people of Reader's Digest to build on
that platform."
Berner brings broad
experience in all aspects of the publishing industry. Most recently, she led
Fairchild Publications, Inc. from 1999 to 2006, first as President and CEO
and then as President of Fairchild and an officer of Conde Nast when
Fairchild became a division of Conde Nast Publications, Inc. Berner led the
company to unprecedented financial growth and doubled its portfolio of
magazines and businesses, leading to Advertising Age naming her "Publishing
Executive of the Year" in 2004.
Earlier, Berner was
Publisher of Glamour, the world's largest and most profitable beauty and
fashion magazine, for four years. In December 1997, she was named a Vice
President at Conde Nast Publications, Glamour's publisher. That year,
Glamour achieved its best financial performance in eight years and its
biggest year-over-year gains in 20 years, and she was named Conde Nast
"Publisher of the Year."
In 1989, she joined TV
Guide (at that time the largest circulation U.S. magazine) as Advertising
Director and in 1994 was named Senior Vice President and Publisher. During
her tenure, Berner earned the magazine a place on Adweek's 1993 and 1994
"Hot List." Prior to joining TV Guide, Berner served as Publisher of Success
magazine and before that was a divisional manager at Working Woman magazine.
Berner serves on the board
of Partnership for a Drug-Free America and is on the board of directors of
the Magazine Publishers of America. She also started a fundraising and
mentoring program for St. Pius V High School in the South Bronx.
Berner holds a B.A. from
the College of the Holy Cross in Worcester, MA. She lives in Manhattan with
her husband and four children.
The move to take Reader's
Digest private completed 17 years of public ownership and will result in the
delisting of the firm's familiar RDA ticker symbol on The New York Stock
Exchange. On February 2, 2007, Reader's Digest shareholders voted to approve
the transaction, which was structured as a merger with an entity created for
purposes of the transaction. Shareholders will receive $17.00 per share in
cash for each common share of Reader's Digest they held, representing an
approximately 23 percent premium over the stock's average closing share
price during the 45 trading days prior to the deal's announcement on
November 16, 2006. Including the assumption of Reader's Digest debt as well
as the WRC Media and Direct Holdings deals, the full value of the
transaction is approximately $2.6 billion.
Along with Ripplewood,
other investors in the transaction include the J. Rothschild Group,
GoldenTree Asset Management, C.V. Starr & Co., GSO Capital Partners, Merrill
Lynch Capital Corp., and Magnetar Capital or their affiliates.