Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, the Merger may not be consummated until the parties have furnished Notification and Report forms to the Antitrust Division of the United States Department of Justice and the Federal Trade Commission and observed the applicable waiting period. The Company and Voyager will file the necessary forms and will ask for early termination or expiration of the applicable waiting period.

In addition to the Merger consideration described above, the Company has agreed to pay an additional $20,000,000 in the aggregate to the shareholders of Voyager, on a fully diluted basis, based upon the surviving company's revenue performance during the period from April 1, 2005 through March 31, 2006.

The Company plans to finance its acquisition of Voyager by increasing its outstanding indebtedness. Under the Merger Agreement, the Company has agreed not to enter into any material transaction that is reasonably expected to impair, delay, or prevent these financing arrangements from being completed. The Company may delay funding the financing arrangements until January 31, 2005, in order to seek alternative funding. The Company's obligation to complete the Merger is subject to the debt financing contemplated by the Company's financing commitments being funded on substantially the same terms as in the financing commitments.

Approximately $38,000,000 of the Merger consideration will be deposited into an escrow fund to satisfy any working capital adjustments, indemnification obligations of the shareholders of Voyager under the Merger Agreement and the fees and expenses of the shareholders' representative ("Claims"). The amount of the escrow fund may be increased based upon the number of shareholders that exercise their dissenter's rights, if any. The escrow fund will be distributed to shareholders of Voyager if such funds are not needed to satisfy such Claims as part of the consideration. $7,000,000 will be deposited to satisfy any post-closing adjustment to the purchase price based on the amount of Voyager's working capital at the closing of the Merger compared to a baseline working capital amount (the "Working Capital Holdback"). $29,000,000 will be deposited to satisfy any post-closing claims for indemnification by the Company and its affiliates (the "Indemnification Holdback").

The Merger Agreement contains representations and warranties customary for transactions of this type. The representations and warranties of each of the parties survive the closing of the Merger and remain operative until March 31, 2006. The Indemnification Holdback may be drawn against by the Company and Merger Sub for losses based upon, attributable to or resulting from the breach or failure of Voyager's representations or warranties to be true and correct, for losses based upon, attributable to or resulting from the breach or failure of any covenant or other agreement on the part of the Company and for losses due to the assertion of dissenter's rights by Voyager shareholders. No claims can be made against the holdback until claims totaling $1,000,000 have been made (except with respect to losses related to the assertion of dissenter's rights). Once this deductible has been reached, the entire holdback is available for indemnification. Claims for indemnification by the Company and Merger Sub are limited to the amount of the Indemnification Holdback (except in cases of fraud).

Similarly, Voyager's former shareholders may seek indemnification from the Company and Merger Sub for losses based upon, attributable to or resulting from the breach or failure of the Company's and Merger Sub's representations or warranties to be true and correct and for losses based upon, attributable to or resulting from the breach or failure of any covenant or other agreement on the part of the Company. No claims may be made until claims totaling $1,000,000 have been made, and the indemnification of former Voyager shareholders is limited to $5,000,000 in the aggregate (except in cases of fraud).

The Merger Agreement and the Merger must be approved by the shareholders of Voyager at a special meeting to be called by Voyager which shall occur no later than January 10, 2005. The Merger Agreement provides that the board of directors of Voyager will recommend that the Voyager shareholders approve the Merger Agreement and the Merger. It is a condition to the consummation of the Merger that not less than 95% of Voyager's outstanding common stock be precluded from exercising dissenter's rights of appraisal under Texas law.

99.1 Press Release dated December 14, 2004 by ProQuest Company, announcing the merger agreement with Voyager Expanded Learning, Inc.