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April 27, 2001

Creates Second-Largest Independent Telephone Directory Company With Strong Presence in Both Print and Online Markets

San Diego, CA — TransWestern Publishing Company LLC today announced that it has agreed to acquire WorldPages.com, Inc. (NYSE: WPZ) for $3 per share in an all cash merger transaction. TransWestern Publishing is one of the nation's largest independent telephone directory publishers and WorldPages.com is a leading provider of print and Internet telephone directories.

The transaction reflects a total enterprise value of approximately $215 million including debt assumption. The $3 per share price represents a 36 percent premium over WorldPages' closing price of $2.20 per share on April 26, 2001. The transaction is subject to approval of WorldPages' shareholders, receipt of antitrust regulatory approval, receipt of financing proceeds contemplated by commitment letters TransWestern Publishing has received and certain other conditions.

The acquisition will make TransWestern Publishing the second-largest independent telephone directory publisher in the United States, with 312 print directories in 22 states. The combination will also enhance the online yellow pages content at both the PhoneBookUSA.com and WorldPages.com Web sites. Pro forma for this transaction, TransWestern Publishing had revenues of approximately $280 million in 2000.

TransWestern Publishing's President and Chief Executive Officer Rick Puente said, "Since 1995, TransWestern Publishing has purchased 33 companies and has demonstrated the ability to deliver sustained growth. This acquisition, our largest to date, offers benefits at a number of levels, including WorldPages' presence in 42 markets with very little market overlap with our existing markets, as well as considerable synergistic benefits in sales, production and printing. We plan to continue to grow by pursuing additional acquisitions, starting up new directories and growing advertising revenues in existing directories."

Puente continued, "TransWestern Publishing has built a strong reputation for our customer service, reliability and the quality of our products in each of the 18 states we currently serve. Our number one priority is to make this a smooth transition for businesses and consumers, and I believe that they will be pleased with the quality of our products and customer service."

Hunter Boll and Scott Schoen, Managing Directors at Thomas H. Lee Partners, TransWestern Publishing's largest shareholder, said, "This transaction marries the growth potential of both companies while leveraging the critical mass that has been put in place at TransWestern Publishing over the last two years. Given the potential of the print and online yellow pages industry, we will continue to look for additional acquisitions."

Other major investors in TransWestern Publishing include CIVC Partners, LLC (an affiliate of Bank of America) and TransWestern Publishing management.

TransWestern Publishing has entered into voting agreements with the members of WorldPages' board of directors and other shareholders of WorldPages, who collectively hold approximately 22 percent of WorldPages' outstanding common stock. Pursuant to the voting agreements, these shareholders have agreed to vote their shares in favor of the merger and the merger agreement.

This release contains certain "forward?looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations and are subject to uncertainty and changes in circumstances. Actual results may vary materially from the expectations contained in the forward?looking statements. The following factors, among others, could cause actual results to differ materially from those described in the forward?looking statements: inability to obtain antitrust regulatory approval of the transaction; failure of WorldPages' shareholders to approve the transaction; the risk that the businesses of TransWestern Publishing and WorldPages will not be integrated successfully; and other economic, business, competitive and/or other factors affecting WorldPages' and TransWestern Publishing's businesses generally. Detailed information about factors pertinent to the business of each of WorldPages and TransWestern Publishing that could cause actual results to differ is set forth in their respective filings with the SEC. TransWestern Publishing is under no obligation to, and expressly disclaims any obligation to, update or alter its forward?looking statements whether as a result of new information, future events or otherwise.

TransWestern Publishing

TransWestern Publishing is a California-based independent telephone directory publisher with 270 community-oriented telephone directories in 18 states. The company serves a diversified base of over 145,000 business advertisers.

WorldPages.com

WorldPages.com is a leading provider of print and online people and business search directories, content and Web services for consumers and businesses, serving more than 80,000 customers in 42 markets.

Thomas H. Lee Partners, L.P.

Thomas H. Lee Partners, L.P. is a Boston-based private equity firm focused on identifying and acquiring substantial ownership positions in growth companies. Founded in 1974, Thomas H. Lee Partners currently manages approximately $12 billion of committed capital. Notable transactions sponsored by the firm include Metris Companies, Fisher Scientific, TransWestern Publishing, Experian, Rayovac, HomeSide Lending and Snapple Beverage.

Press Contact

Patty Walker
CIVC Partners, LP
191 North Wacker Drive
Suite 1100
Chicago, Illinois 60606
Telephone: 312 873 7300
pwalker@civc.com

 
 
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