Trinity Mirror is to acquire Northern & Shell‘s publishing assets for a total purchase price of £126.7 million. These comprise Northern & Shell Network Limited, a subsidiary of Northern & Shell Media Group Limited containing the publishing assets of Northern & Shell and its subsidiaries, International Distribution 2018 Limited and a 50% equity interest in Independent Star Limited.
The purchase consideration of £126.7 million will be satisfied by the payment to the Northern & Shell Media Group Limited of, in aggregate, an initial cash consideration of £47.7 million; deferred cash consideration of £59.0 million payable over 2020 – 2023; and the balance of £20.0 million by the issue to the Seller of 25,826,746 new ordinary shares of 10p each. Trinity Mirror will also make a one-off cash payment of £41.2 million to the Northern & Shell Pension Schemes and a recovery plan through to 2027 has been agreed with total payments of £29.2 million.
Northern & Shell’s publishing assets include a portfolio of newspapers and magazines which comprise four national newspaper titles (the Daily Express, Sunday Express, Daily Star and Daily Star Sunday) and three celebrity magazines (OK!, New!, and Star) together with a 50% joint venture interest in the Irish Daily Star, outside the UK. Northern & Shell operates a print plant in Luton, serving its portfolio of newspapers and magazines as well as providing third-party printing services.
The Express.co.uk and Dailystar.co.uk websites achieved 280 million page views in December 2017 compared to 649 million for the Trinity Mirror websites (excluding apps and galleries).
Northern & Shell’s publishing assets performed well in 2017 despite continued pressure on its print advertising revenues. Total revenues (after separation adjustments) are estimated to have marginally increased in 2017, with growth in newspaper circulation revenues (arising from the partial reversal of cover price discounting) and digital revenues offsetting declines in print advertising revenues. Adjusted EBITDA (after separation adjustments) is estimated to be circa. £34 million, benefiting from operational and strategic reductions in printing and production, marketing and other operating costs.
Simon Fox, chief executive of Trinity Mirror, said: “This deal is a really exciting moment in Trinity Mirror’s history, combining some of the most iconic titles in the UK media industry. It is good for our readers, good for our customers and good for our shareholders. Northern and Shell’s titles have a large and loyal readership, a growing digital presence and a stable revenue mix and offer an excellent fit with Trinity Mirror.”
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