DeVry Inc. to Acquire U.S. Education


Expands DeVry’s High-Quality Healthcare Offerings

OAKBROOK TERRACE, Ill. – July 30, 2008 – DeVry Inc. (NYSE: DV), a global provider of educational services, today announced it will acquire U.S. Education Corporation (USEC) for $290 million in cash. USEC is the parent organization of Apollo College and Western Career College and is headquartered in Mission Viejo, California. Apollo College and Western Career College prepare students for careers in healthcare through certificate and associate degree programs in such rapidly growing fields as nursing, ultrasound and radiography technology, surgical technology, veterinary technology, pharmacy technology, dental hygiene, and medical and dental assisting. The two colleges operate 17 campus locations in the western United States and currently serve more than 8,700 students and have more than 65,000 alumni.

The acquisition of USEC, with preliminary fiscal 2008 revenue of $144 million, is consistent with DeVry’s strategy of increased vertical diversification in the healthcare field and expanded offerings at the pre-baccalaureate level. Nationwide, student enrollment in associate degree and certificate programs is larger than in any other postsecondary degree level. Further, the two organizations have highly compatible cultures built around a long-standing commitment to high-quality academic programs, compelling student outcomes and a strong reputation for ethical business practices, management integrity and regulatory quality.

“The high quality programs and experienced management teams at USEC, Apollo College and Western Career College provide us the perfect opportunity to further expand our program offerings in the high demand healthcare industry,” said Daniel Hamburger, DeVry’s president and chief executive officer. “We look forward to welcoming USEC’s management and employees as the newest members of the DeVry family, and to working closely with them as we continue to deliver high-quality educational programs.”

George Montgomery, President and Chief Executive Officer of USEC, said, “This transaction is strategically compelling, delivering benefits to both our students and employees. Employees will have the opportunity to be part of an even more dynamic and growing organization. In addition, our students will be able to benefit from DeVry’s vast resources, including its online capabilities and over 75 years of experience in educational excellence. We have great respect for DeVry as our purposes, values and cultures complement each other extremely well. We are excited about joining the DeVry team.”

There is a huge unmet demand for well-trained, licensed healthcare professionals. Demographic trends point to accelerating demand for healthcare professionals in the coming years as the aging baby boomers require greater healthcare services. As a result, nursing and other medical-related professions represent high-growth, attractive career opportunities.

Hamburger added, “We expect the addition of Apollo College and Western Career College to be marginally dilutive to earnings by about $0.01 per share in fiscal 2009 primarily because of amortization expense, and accretive to earnings in fiscal 2010 and beyond. There is also the opportunity to realize cost and revenue synergies longer term through co-locations, marketing, and using DeVry’s strong online capabilities to add such programs to USEC.”

Terms of the Transaction

Under the terms of the agreement, which has been approved by the boards of directors of both companies, DeVry will pay the purchase price of $290 million in cash in exchange for all outstanding shares of USEC, subject to customary purchase price adjustments.

DeVry intends to finance the acquisition through a combination of cash and debt, utilizing its existing credit facility and potentially borrowing against its holdings of auction rate securities. The transaction is subject to regulatory approvals and customary closing conditions. The transaction is not conditioned on financing and is expected to close during September 2008.

The majority shareholders of USEC are Chicago Growth Partners and ClearLight Partners, LLC. Credit Suisse acted as financial advisor to DeVry Inc. and Winston & Strawn LLP served as DeVry Inc.’s legal counsel. BMO Capital Markets acted as financial advisor to U.S. Education Corporation and Kirkland & Ellis LLP served as U.S. Education Corporation’s legal counsel. Once the acquisition has been completed, these schools will join Ross University and Chamberlain University as part of DeVry’s Medical and Healthcare segment.

Conference Call and Webcast Information
DeVry will host a conference call on July 30, 2008, at 4:30 p.m. Central Time (5:30 p.m. Eastern Time) to discuss the transaction. The conference call will be led by Daniel Hamburger, DeVry’s president and chief executive officer. Also participating in the call will be George Montgomery, president and chief executive officer of U.S. Education Corporation.