Boston, MA -- (ReleaseWire) -- 01/15/2007 --Downer & Company, LLC, an international investment banking firm specializing in middle-market cross border acquisitions and divestitures, is pleased to announce that it has advised ABC Learning Centres Ltd. on the acquisition of Busy Bees Group Ltd. from Gresham Private Equity, a leading UK middle-market private equity firm. The transaction closed on December 18, 2006 for a total value of GBP 71m (approx. US $140m).

Busy Bees Group is currently the fifth largest childcare provider in the United Kingdom, operating a network of 33 owned and 15 managed centers. Busy Bees operates wholly owned nurseries, facilities managed on behalf of public and private sector clients, and babysitting facilities at retail, leisure and sporting complexes.

Busy Bees designed and implemented an innovative Corporate Childcare Voucher system accepted by all forms of approved childcare providers in the UK market. ABC Learning’s Chief Executive, Eddy Groves, said, “This innovative voucher system—where the company supplies tax-efficient childcare vouchers to employers, who offer them to their employees as a benefit in an agreed salary sacrifice program—provides ABC Learning with a new business segment which we believe can be applied across the global childcare market.”

ABC Learning Centers is a highly acquisitive company, having completed the acquisition of eight childcare chains spread over Australia, New Zealand, the US and the UK within the past year, including the recently announced purchase of US-based La Petite Academy for $330 million. Mr. Groves referred to the Busy Bees acquisition as a “starting point” for consolidation of the fragmented UK and European childcare industry. ABC Learning entered the US market just 11 months ago with the acquisition of Learning Care Group Inc, and is now the second largest provider of childcare services in the US.

“The takeover of the Busy Bees Group is an excellent milestone transaction for ABC Learning Centres,” said Emmanuel Wydooghe, Vice President with Downer & Company. “This acquisition does not only allow ABC Learning to expand into Europe but also to enter the promising and fast growing business segment of childcare voucher services.”

The acquisition of Busy Bees marks the fifteenth completed transaction for Downer & Company in 2006. Downer & Company’s engagement team for the ABC Learning transaction included Emmanuel Wydooghe (Vice President), Wassim Heneine (Associate), and Michael Schenck (Analyst) in the firm’s Paris office, and Philip Smith (Director – Dublin).

About ABC Learning Centres
For over 18 years, ABC Learning Centres has created and provided educational programs for children aged 6 weeks to 5 years. ABC Learning Centres provides high quality, affordable and accessible early childhood education to all families. ABC Learning Centres is one of the world's largest quoted childcare companies. For more information, please visit www.childcare.com.au.

About Gresham Private Equity
Gresham is a leading independent UK mid-market private equity specialist. Focusing on management buy-outs up to £100m, Gresham invests across a broad range of businesses throughout the UK. Gresham’s highly experienced team has a strong track record of adding value and delivering successful investments. Gresham has offices in London, Birmingham and Manchester. For more information, visit www.greshampe.com.

About Downer & Company
For thirty years, Downer & Company, LLC, has gained distinction as a leading middle-market M&A firm focused on the execution of acquisition and divestiture mandates for international and domestic corporations and private equity firms. Downer & Company is headquartered in Boston, Massachusetts, and has offices in Paris, Dublin, Frankfurt and Sydney. Downer & Company received an award for transacting the “International Cross-Border Deal of 2004” and was recognized as the top Investment Banking Firm of 2003 by The Mergers & Acquisitions Advisor. Downer & Company's corporate headquarters are located at 60 State Street, Boston, MA 02109. For further information, visit www.downer.com.