NEW YORK, June 1, 2006 — Berkery, Noyes & Co., LLC announced today that it represented Questar Educational Systems, Inc., one of the nation’s leading providers of educational testing material production, distribution, scoring, reporting and data analysis services in its sale to Touchstone Applied Science Associates, Inc. (TASA) (OTC Bulletin Board: TASA). Under the terms of the agreement, Questar’s owners received at closing $15 million in cash, $1 million in TASA preferred stock, and a $4 million, five-year subordinated note. In addition, the agreement calls for an earn-out of up to $12.5 million in cash and additional TASA equity, payment of which is contingent upon Questar attaining certain revenue benchmarks in 2007 through 2009.
Questar, founded in 2000, is the leading independent provider of high quality products and services that fully support the design, implementation, and operational requirements for the large-scale statewide assessment market.
“We are excited about becoming part of the TASA family,” said John Adams, President of Questar. “The two organizations are an ideal fit with each other. Questar’s strengths in operational areas complement TASA’s highly regarded capabilities in the developmental part of the assessment industry. Our cultures are remarkably similar and that will speed Questar’s integration with TASA. Together we are able to serve the entire spectrum of customer needs.”
TASA, based in Brewster, N.Y., provides consulting services, including test design and development, and psychometric services to states, school districts and textbook publishers through its custom assessment units. TASA also designs, develops, calibrates, publishes, markets and sells educational assessment tests primarily to elementary and secondary schools throughout the United States. For more information, visit the Company’s website at http://www.tasa.com.
About Berkery, Noyes & Co., LLC
Berkery, Noyes is one of the pre-eminent merger and acquisition firms serving the information industry, having completed more than 400 transactions since inception. Among the most recent transactions completed by Berkery, Noyes are the acquisition of The Hampton Brown Company by National Geographic, Delta Education LLC by School Specialty, Inc, ProQuest Company’s acquisition of Voyager Expanded Learning, the sale of Facts on File to Veronis Suhler Stevenson, Wicks Medical Information’s acquisition of DesignWrite, the sale of Medquest Communications to Vendome Associates, the sale of Kurzweil Educational Systems to Cambium Learning, the acquisition by WebMD Health of Conceptis Technologies, and the sale of Current Medicine Group to Springer Science+Business Media.
Berkery, Noyes’ clients include private companies seeking a buyer, most of the major international information companies, and private equity firms who use the firm’s expertise in locating, analyzing and negotiating with acquisition candidates and in managing divestitures. The firm operates with a staff of thirty-six professionals serving the information and publishing industry.