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

WHITBY, ONTARIO -- (Marketwired) -- 06/10/14 -- 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.

About McGraw-Hill Ryerson Limited

McGraw-Hill Ryerson Limited is located in Whitby, Ontario and has its common shares listed on the TSX Exchange. For further information, please refer to the Corporation's filings on SEDAR (www.sedar.com) or contact the Corporation by telephone at 905-430-5223.

About McGraw-Hill Global Education Holdings, LLC

McGraw-Hill Education is a digital learning company that draws on its more than 100 years of educational expertise to offer solutions that improve learning outcomes around the world. McGraw-Hill Education is the adaptive education technology leader with the vision for creating a highly personalized learning experience that prepares students of all ages for the world that awaits. McGraw-Hill Education has offices across North America, India, China, Europe, the Middle East and South America, and makes its learning solutions available in more than 60 languages. For additional information, visit www.mheducation.com.

Cautionary Note Regarding Forward-Looking Statements

This news release contains "forward-looking statements" within the meaning of applicable securities laws relating to the proposal to take McGraw-Hill Ryerson Limited private, including statements regarding the terms, conditions and timing of the closing of the transaction. Readers are cautioned not to place undue reliance on forward-looking statements. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with a transaction, and that the transaction may take longer to complete than anticipated and that the transaction will be not be successfully completed for any reason. The statements in this news release are made as of the date of this release and, except as required by applicable law, we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. Additionally, we undertake no obligation to comment on analyses, expectations or statements made by third parties in respect of McGraw-Hill Ryerson Limited, its financial or operating results or its securities or any of the properties that we manage or in which we may have an interest.

Contacts:
McGraw-Hill Ryerson Limited
Brenda Arseneault
McGraw-Hill Ryerson Limited
(905) 430-5223
[email protected]

McGraw-Hill Global Education Holdings, LLC
Brian Belardi
McGraw-Hill Education
(646) 766-2951
[email protected]

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