The Daily Telegraph & Blackwell Publishers

[Ann Okerson <ann.okerson@yale.edu>]

Re. the buzz about Blackwell Publishers:  will the family sell or not?
Sounds as if a meeting on 1/24 will be important in the decision-making
process.  Of interest for those of you who license content from Blackwell
Publishers, as does our own consortium.  The Moderators

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Bookshops join Blackwell row
By Andrew Cave Associate City Editor  (Filed: 16/01/2002)


TOBY BLACKWELL will next week take his first step towards forcing a trade
sale of Blackwell Publishers by seeking the support of his family
bookselling firm to unseat the publishing company's board.

The move will come at a board meeting of Blackwell Ltd on January 24 when
Mr Blackwell will put forward a motion asking the company to support a
sale of the academic publisher.

Blackwell Ltd, which operates 70 bookshops across Britain, has 9.3pc of
the voting shares in Blackwell Publishers.

Toby Blackwell holds 30.1pc and claims to have written support from 12 of
the 15 individual voting shareholders, giving him another 12.5pc.

A simple majority of the Blackwell Publishers voting shares would be
enough to unseat the board and appoint new directors who are in favour of
a trade sale of the company.

Mr Blackwell's move was decided late last night after a frantic day of
activity during which Blackwell Publishers attempted to persuade him to
agree to a statement that announced plans to recruit a corporate finance
adviser.

Mr Blackwell, who had initially said he would accept nothing less than a
commitment to consider a trade sale, told the company that he would be
satisfied with a seat on a new independent committee that would examine a
potential sale.

However, he changed his mind after a late night telephone call from
Blackwell Publishers chief executive Rene Olivieri, who made it clear that
the committee would report to the board and not include Toby Blackwell or
any other minority shareholder.

Mr Blackwell said last night: "I have not changed my position that
shareholder value for myself and the independent shareholders can best be
realised by a trade sale within the current window of opportunity."

Blackwell Publishers said its new corporate finance adviser would look at
"the appropriate corporate structure" for the business and examine ways of
"providing greater liquidity for shareholders".

However, Mr Olivieri said: "We have a commitment to a stand-alone
strategy. We are not getting in a financial adviser to tell us to sell the
company."

� Copyright of Telegraph Group Limited 2001.

_____

Blackwell page-turner reaches new chapter
By Andrew Cave Associate City Editor  (Filed: 17/01/2002)

AN UNEASY peace broke out yesterday between the warring factions of the
Blackwell publishing family.

Rebel shareholder Toby Blackwell, 73, who earlier threatened a proxy fight
to change the board of Blackwell Publishers and force a trade sale, said
he will now support the company's chosen process of considering its
options.

Blackwell Publishers, chaired by Toby's nephew Nigel Blackwell, said it
plans to remain a "stand-alone" company but will work with a financial
adviser to "create best value and protection for all shareholders".

Toby's son, Philip, 43, chief executive of family bookseller Blackwell Ltd
and a non-executive director of Blackwell Publishers, said he also agrees
with the strategy that is being adopted by Blackwell Publishers.

He said he has had an assurance that his father will not use next
Thursday's board meeting of Blackwell Ltd to secure its support in a proxy
vote at the publishing company.

Toby Blackwell was furious on Tuesday when he discovered that Blackwell
Publishers will give its new adviser a specific brief to come up with
options to keep the company independent.

He had planned to bring up the issue at the Blackwell Ltd meeting as the
bookseller owns 9.3pc of the voting shares of Blackwell Publishers and its
support could unseat the publishing group's board.

Toby has 30.1pc of the voting shares and claims to have secured the
agreement of individual shareholders holding a further 12.5pc. A simple
majority of the voting shares is all that would be required.

Yesterday Toby Blackwell said: "I am supportive of the board in its
decision to appoint a board committee to appoint independent financial
advisers to examine all options.

"I want to allow the due process to take its course as was intended. I can
review the position once I have seen the report that the committee makes
to the board."

� Copyright of Telegraph Group Limited 2001.

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