EXHIBIT 4
N E W S R E L E A S E
CCH INCORPORATED
2700 Lake Cook Road
Riverwoods, IL 60015-3888
CONTACT: Mary Dale Walters
212-906-2627 on 11/27/95
708-267-2038 after 11/27/95
CCH INCORPORATED ACCEPTS $1.9 BILLION OFFER
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FROM WOLTERS KLUWER,
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SALE CREATES LEADING GLOBAL PROFESSIONAL PUBLISHER
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(Riverwoods, ILL., November 27, 1995) -- CCH INCORPORATED (NASDAQ: CCHI), a
leading provider of tax and business law information, software and services,
said today that it has entered into a definitive agreement for the sale of the
company to Wolters Kluwer NV, the international publisher of print and
electronic information for professionals and businesses, for approximately
US $1.9 billion, or $55.50 per share, net to the seller in cash.
Wolters Kluwer (WK) will be launching a tender offer for all the outstanding
shares of CCH. Holders of a majority of CCH's shares, including members of the
Thorne family, have entered into a definitive agreement with Wolters Kluwer to
tender their shares into the tender offer and vote for the merger, and have
given Wolters Kluwer an option to purchase their shares. The same per share
price is payable for Class A (voting) and Class B (non-voting) common stock.
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The acquisition by Wolters Kluwer of CCH, with estimated 1995 revenues of
$600 million, places Wolters Kluwer in the position of being one of the world's
leading professional publishers, with combined anticipated revenues of more than
US $2.4 billion.
The purchase by the US $1.8 billion (revenues) Wolters Kluwer moves the
Dutch company dramatically forward in its strategy of developing greater in
North America.
The acquisition brings together two of the world's most respected
business-to-business publishing companies specializing in electronic and print
products for legal, tax and health care professionals. CCH is the leading
provider of print, CD-ROM, computer disk and online tax and business law
information in the U.S. and operates subsidiaries in Australia, Canada, United
Kingdom, New Zealand, Singapore and Japan. Amsterdam-based Wolters Kluwer is a
major business-to-business publisher of legal, tax and medical/scientific
information with operations throughout the U.S. and Europe, including Belgium,
Germany, France, Italy, Spain, Sweden and the Netherlands.
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"The decision to sell CCH was not an easy one," said Oakleigh Thorne,
president and CEO of the company, whose great, great grandfather founded the
company more than 103 years ago. "However, after a thoughtful, thorough
analysis of advantages it offered CCH and its shareholders -- combined with
dramatic and rapid changes in the industry -- we found the offer very
compelling.
"The advantages for CCH are many," added Thorne, "particularly when we look
at the long term growth opportunities. CCH is firmly established as the leader
in our core market segments and will achieve substantial earnings growth in
future years. Now, in combination with Wolters Kluwer, new opportunities for
long term growth in new markets are clearly within reach."
Thorne said the acquisition by WK creates a strong partnership between two
organizations of similar corporate philosophies and strategic directions.
"Both companies have similar visions of how future growth and continued
profitability -- in a rapidly evolving, global information industry -- can be
achieved," said Thorne. "In recent years, CCH has emerged as the industry's
technology innovator with a clear commitment to using that technology to provide
authoritative, quality content to global customers.
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"Wolters Kluwer shares this philosophy with us, is committed to expanding
our technology leadership and dedicated to delivering products via the most
desired proprietary and non-proprietary media."
"This is a strategic break-through for Wolters Kluwer. CCH is a wonderful
partner for us and will be our flagship legal publishing company in the U.S. We
are particularly impressed with their position in the tax markets and their
state of the art electronic products and services," said Cor Brakel, chairman of
the executive board, Wolters Kluwer.
The transition in ownership is expected to be a smooth one, according to
Thorne.
"We don't expect the purchase to create changes in the current management
staff and the basic corporate structure is likely to remain in place," he said.
"We anticipate no disruptions in the day-to-day operations or customer service
and no substantial impact on our global employee base.
The acquisition is subject to customary conditions, including Hart-Scott-
Rodino clearance. The tender offer is expected to terminate on January 4, 1996,
subject to extension.
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Wolters Kluwer is a multinational publishing company established in 16
European countries and the United States. Annual sales are approximately
Dfl 2.8 billion. The number of employees is around 8,000. Core activities are
business publishing (for the profit and non profit sector), legal and tax
publishing, medical and scientific publishing, educational publishing and
professional training.
Originally founded in 1913, CCH INCORPORATED has served four generations of
business professionals, offering more than 600 print and electronic products for
the tax, legal, securities, financial planning, health care and human resources
markets. The company employs approximately 5,100 people worldwide with major
U.S. facilities in Riverwoods and Chicago, Ill.; New York, NY; Washington, DC;
St. Petersburg, Fla.; Torrance and San Rafael, Calif.; Wichita, Kan.; and Cedar
Rapids, Iowa.
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