Business News

William H. Sadlier, Inc., to Merge with Cauldron Group Inc.

Monday 22. June 2009 - William H. Sadlier, Inc. ("Sadlier")(Pink Sheets: SADL), a leading publisher of educational and catechetical materials, today announced that Cauldron Group Inc. ("Cauldron"), the owner of more than 50% of Sadlier's common stock, is merging into Sadlier. Sadlier will be the surviving corporation. The merger is expected to be treated as a tax-free reorganization.

The merger has been approved by the stockholders and board of directors of Cauldron and the board of directors of Sadlier, and will be presented to the shareholders of Sadlier for approval. Shareholders owning more than 2/3rd’s of Sadlier’s common stock have indicated their intent to approve the merger. Pursuant to the merger, each share of Cauldron common stock will be converted into one share of Sadlier common stock. The shareholders of Sadlier will not be diluted as a result of the merger. The merger will be effective upon the filing of certificates of merger with the States of New York and Delaware, which will only occur after shareholders owning more than 2/3rd’s of Sadlier’s common stock have approved the merger.

The merger is being effected to increase the liquidity available to the former stockholders of Cauldron by providing them with direct ownership of the common stock of Sadlier. The former stockholders of Cauldron are, after the effective time of the merger, entering into a shareholders’ agreement pursuant to which certain irrevocable proxies are granted to Frank S. Dinger, Jr. and William S. Dinger, Sr. and which limit the transferability of some of their shares in Sadlier.