FAQs

General

What are you announcing?

Cengage and McGraw-Hill have announced a definitive agreement to merge, providing students with more affordable access to superior course materials and platforms.

The combination will create a global learning solutions provider with strong, recurring customers and revenue, and global scale across the full learning spectrum – including Higher Education, K-12, International, and Professional markets.

Is this a merger or an acquisition?

This is a merger of equals, bringing together both organizations on equal terms.

What is the rationale for merging these two companies?

This is a compelling merger that will enable the combined company to provide students, instructors, and institutions with more affordable access to superior course materials and platforms.

Together, we will be able to drive down cost and provide greater access to state-of-the-art digital learning tools and content that will ensure a better learning experience for all.

Key benefits include:

  • Expanding Access to best-in-class content;
  • Enhancing learning experiences through proven digital platforms;
  • Strengthening commitment to more affordable options; and
  • Delivering superior experience and value.
When will the transaction close?

The transaction is expected to close by early 2020, subject to customary closing conditions, including receipt of regulatory approvals.

Who will be CEO of the combined company?

The combined company will be led by Michael E. Hansen, CEO of Cengage.

Nana Banerjee will continue to lead McGraw-Hill through the transition.

Who will occupy other key roles at the company?

The combined company’s leadership team is expected to be comprised of members from both McGraw-Hill and Cengage, and the team will be announced at or prior to close.

What will be the name / branding of the combined company?

We anticipate that the combined company will be named McGraw Hill, with details to be finalized prior to closing. Other product branding details will be shared later, as those decisions are made.

Will you continue with multiple digital offerings?

Yes, the combined company will continue to offer proven digital platforms that create better user experiences.

We remain committed to high quality affordable solutions for U.S. college students through our Inclusive Access and Cengage Unlimited subscription programs, in addition to a combined range of learning sciences, adaptive solutions and learning tools – like McGraw-Hill’s ALEKS and Connect, and Cengage’s MindTap and WebAssign.

Going forward, the merger will enable us to invest in innovative areas such as adaptive learning, artificial intelligence, gamification, and model-based testing tools.

Will McGraw-Hill content become part of Cengage Unlimited?

Both parties maintain their commitment to continuing and growing their Inclusive Access and Cengage Unlimited subscription programs, with an opportunity to combine content and broaden the program offerings upon closing of the merger.

What will be the combined company’s position on affordability?

Both parties maintain their commitment to high quality affordable solutions, including their Inclusive Access and Cengage Unlimited subscription models that have collectively saved students $110 million to date.

The combined company will be better positioned to accelerate and expand affordability initiatives for college students in the U.S.

What are the financial terms of the merger agreement?

This is an all-stock merger on equal terms. Existing Cengage shareholders and existing McGraw-Hill shareholders will each retain 50% of the pro forma corporate entity.

How is this good for investors?

This is a compelling merger that offers both strategic and financial benefits. It joins two complementary businesses, that together will be better positioned to operate more efficiently and pursue multiple value-accretive growth opportunities.

The combination will create a global learning solutions provider with strong, recurring customers and revenue, and global scale across the full learning spectrum – including Higher Education, K-12, International, and Professional markets.

Together, we will have enhanced global scale, providing an opportunity for accelerated revenue growth from an expanded portfolio of high-quality, curated learning materials.

How is this transaction good for students?

The combined company will bring proven digital platforms and create better user experiences for all students globally.

The combined company will accelerate its affordability initiatives for college students across the U.S. such as Inclusive Access, Cengage Unlimited and rental programs, offering students maximum choice for their needs.

With a focus on best-in-class content, proven digital platforms and affordability, the new company will be well positioned to deliver superior experiences and greater value for students and educators.

How is this good for educators?

With a focus on best-in-class content, proven digital platforms and affordability, the new company will be well positioned to deliver superior experiences and greater value for students and educators.

The combined company’s learning platforms will better equip educators with advanced analytics to act earlier and enable students to achieve their full potential.

Why is this structured as a merger?

Existing Cengage shareholders and existing McGraw-Hill shareholders will each retain 50% of the pro forma corporate entity.
Cengage and McGraw-Hill are two organizations with complementary missions, capabilities and talent, with businesses spanning higher education, preK-12, professional learning, English Language Teaching, and library/reference.

What is the timing for finalizing the merger and launching the combined company?

Subject to the receipt of regulatory approvals, the transaction is expected to close in early 2020. Until that time, we remain separate companies and will operate as independent businesses.

Will each company be able to sell the other’s products?

Until the merger closes, Cengage and McGraw-Hill remain independent companies and must not sell the other company’s products. After closing, the parties have an opportunity to combine content and broaden the Cengage Unlimited and Inclusive Access program offerings upon closing of the merger.

Students

How does this merger affect students?

Students will gain access to a broader portfolio of high-quality learning materials and technology platforms and will have the opportunity to purchase more affordable course materials.

What will happen to my existing subscription?

Nothing for the time being. Your current subscription continues as usual and we will provide timely updates in the future as we work to combine the companies and enhance our offering.

Will there be any changes to our course materials?

You will continue to enjoy full access to your course materials. After we complete the merger, anticipated in early 2020, we will provide updates about new products and materials for students.

Will the program I use change in the future?

There are no changes for the time being, and both companies are committed to expanding their digital initiatives, including Inclusive Access and Cengage Unlimited.

Authors

What will change as a result of this announcement?

Nothing changes for you now. Until closing, Cengage and McGraw-Hill continue to operate as usual. We will provide timely updates in the future regarding any potential changes.

Will you be combining your platforms?

For now, we continue to operate as separate companies and separate platforms. We will provide timely updates in the future regarding any product changes.

I currently work with both McGraw-Hill and Cengage. Can I combine my work?

Both companies continue to operate independently until the merger is complete, expected in early 2020.

Educators

I’m a current customer of McGraw-Hill or Cengage. What changes for me now? What will change for me in the future?

There are no immediate changes as a result of this announcement. Until the deal closes, which is expected in early 2020, both Cengage and McGraw-Hill continue to operate as usual and as separate companies.

Will my sales representative change?

You should continue to liaise with your existing sales representative, as usual.

Will my materials be late or cancelled in the merger process? Or when the two companies merge?

You shouldn’t experience any change or impact to your materials. We continue to operate business as usual. We will provide timely updates in the future regarding any changes to our services and materials.

Will there be any service interruption? Any delay in shipment?

You shouldn’t experience any interruption or delay in service. We continue to operate business as usual and remain fully focused on delivering quality products and support to our stakeholders.

Will you combine product offerings?

Until the deal closes, both Cengage and McGraw-Hill continue to operate as separate companies. We will address the opportunity to combine content and broaden the program offerings upon closing of the merger, estimated in early 2020.

Will there be any changes to prices?

The combined company is committed to accelerating and expanding its affordability initiatives for college students in the US. This includes strengthening their commitment to continuing and growing Inclusive Access and Cengage Unlimited subscription programs, with an opportunity to combine content and broaden the program offerings upon closing of the merger.

I use products or services from both companies. Will anything change for me, now or in the future?

Until the deal closes, both Cengage and McGraw-Hill continue to operate as usual. You shouldn’t experience any changes to your existing products.

Will product quality be impacted?

Both companies remain committed to high quality products, and you shouldn’t experience any changes to service or support during the pre-closing and integration process.

Will the platforms I use change or be discontinued?

There are no immediate changes. Until the deal closes, which is expected in early 2020, both Cengage and McGraw-Hill will continue to operate as usual.

Employees

What information will you share about employee-related decisions, and when?

For the time being; it remains business as usual. We’ve only just announced the transaction and it’s too soon to say whether layoffs might result from the combination. We are committed to communicating transparently and quickly with employees as and when any decisions are made.

What are the merged company’s vision, mission and values? What will be the new company’s goals and strategy?

Cengage and McGraw-Hill are two organizations with complementary and compatible missions, capabilities and talent. Bain, the PMI, will help both Cengage and McGraw-Hill plan an integration tailored to the merger, aligning both operating models, people, and cultures to enable the new company to deliver on its strategy.

What is the timing for finalizing the merger and launching the combined company?

Subject to the receipt of regulatory approvals, the transaction is expected to close in early 2020. Until that time, we remain separate companies and will operate as independent businesses.

Will each company be able to sell the other’s products?

Until the merger closes, Cengage and McGraw-Hill remain independent companies and must not sell the other company’s products. After closing, the parties have an opportunity to combine content and broaden the Cengage Unlimited and Inclusive Access program offerings upon closing of the merger.