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McGraw-Hill Ryerson Shareholders Approve Plan of Arrangement With McGraw-Hill Global Education

Monday 23. June 2014 - McGraw-Hill Ryerson Limited ("McGraw-Hill Ryerson") (TSX:MHR) today announced that at a special meeting of shareholders held earlier today (the "Meeting"), McGraw-Hill Ryerson shareholders voted in favour of the proposed transaction pursuant to which a wholly-owned indirect subsidiary of McGraw-Hill Global Education Holdings, LLC ("McGraw-Hill Education") will acquire all of the issued and outstanding common shares of McGraw-Hill Ryerson by way of a plan of arrangement under the Ontario Business Corporations Act (the "Arrangement").

The Arrangement was approved by approximately 94.6% of the votes cast by all of the McGraw-Hill Ryerson shareholders eligible to vote at the meeting, and by approximately 77.7% of the votes cast by McGraw-Hill Ryerson’s shareholders, other than McGraw-Hill Education, eligible to vote at the meeting.
Completion of the Arrangement remains conditional on approval by the Ontario Superior Court of Justice (Commercial List). McGraw-Hill Ryerson expects that the application will be heard by the Court on June 16, 2014. Subject to obtaining such court approvals and all other conditions precedent to the Arrangement, it is anticipated that the Arrangement will be completed before the open of business on June 17, 2014.