News Corp completes the Shine Group acquisition

News Corporation has completed the acquisition of 100 percent of Shine Group, the London-based TV production company owned by the Rupert Murdoch’s daughter, Elisabeth Murdoch.  DigiNet first reported on the acquisition in February.

The official announcement says that Shine Group shareholders received approximately £290 million in aggregate proceeds. This is the “take away” amount left after retiring Shine’s debt and paying other liabilities. The full purchase price is reported to be £415 million.

News Corporation was advised by Hogan Lovells. J.P. Morgan acted as exclusive financial advisor to Shine Group, with legal advice from Olswang LLP in the U.K. and O’Melveny & Myers LLP in the U.S.

USA, New York, NY & UK, London

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ALL3MEDIA considers a sale

A notification on All3Media’s website reads, “All3Media Has Appointed UBS To Conduct A Strategic Review Of Its Business. Possible Buyers Have Not Been Approached Nor Has ALL3MEDIA Received Any Offers.”

The FT is reporting that two analysts said a multiple of 12 times ebitda was possible, citing the amount paid by News Corp for Shine Productions in February. At a valuation of 12 times its 2009-10 earnings before interest, tax, depreciation and amortisation of £50.7m, it would be worth about £600m.

ALL3MEDIA is Britain’s largest independent television production company. It was formed following the acquisition of Chrysalis Group’s TV division in September 2003, led by Steve Morrison, David Liddiment, Jules Burns and John Pfeil. In September 2006, Permira became All3Media’s majority shareholder.

UK, London

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Gravity Collection acquires sports content business Clarity Media Group

Gravity Collection is acquiring Clarity Media Group as a wholly owned subsidiary. Terms of the deal were not disclosed.

Clarity Media Group was established in October 2007 with the purpose of obtaining and acquiring vast amounts of Action Sports Content with the sole intention of displaying the content to a wide market of followers on various platforms. Gravity Collection, a digital media company, was established in 2005. It is one of the largest content providers of action sports.

It is expected that there will be seamless transition of libraries and interfacing of brands due to the similarities of the companies.

USA, Incline Village, NV

The Carlyle Group acquires visual effects software developer The Foundry from Advent Venture Partners

Global alternative asset manager The Carlyle Group has acquired a significant majority stake in The Foundry Visionmongers, a developer of visual effects software, from Advent Venture Partners and other stakeholders. Falcon Investment Advisors has converted its current ownership in The Foundry into mezzanine notes in support of the acquisition. The founders and management will continue to retain a significant minority stake. Equity for the investment will come from Carlyle Europe Technology Partners (CETP) II, a €530 million fund that closed in November 2008. Financial terms of the transaction were not disclosed.

Headquartered in London with offices in Los Angeles, The Foundry has around 100 employees and 2010 revenues of £14.9 million. The company has established itself as a technology partner to the major feature film studios and post production houses in the US and UK. The Foundry’s products have been used to make movies such as Avatar, Tron: Legacy, Alice in Wonderland, The King’s Speech, 127 Hours and Black Swan.

Carlyle will support The Foundry’s expansion and invest to develop their specialised product offerings. Furthermore, this investment will facilitate the company’s diversification into other adjacent market arenas as the product range continues to evolve and grow.

Arma Partners acted as financial advisors and Morrison & Foerster LLP acted as legal advisors to The Foundry. Carlyle was advised by Travers Smith LLP. The Foundry management were represented by Clark Holt.

UK, London

 

Google buys video quality technology company Green Parrot Pictures

From the Google Blog.

Today, we’re pleased to announce we’ve acquired Green Parrot Pictures, a digital video technology company founded by Associate Professor Anil Kokaram at the Engineering School of Trinity College in Dublin, Ireland. In the last six years, their small team of engineers has built cutting-edge video quality improvement technology that has been used in major studio productions from Lord of the Rings to X-Men to Spider-Man. Their technology helps make videos look better while at the same time using less bandwidth and improving playback speed. If you’re interested in seeing some of the incredible work Green Parrot Pictures has previously done, check out some of the videos on their website.

With the equivalent of over 170,000 full-length movies uploaded to YouTube every week, the team’s experience in this area — working on solutions for both video consumers and experts alike — will be a source of new ideas and further innovation at YouTube and across Google. We look forward to working with them to make the videos you upload every minute of every day to our site look even better.

Jeremy Doig, Director, Google Video Technology

Ireland, Dublin

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The Carlyle Group to acquire The Foundry from Advent Venture Partners

US private equity company, The Carlyle Group has acquired a significant majority stake in The Foundry Visionmongers, a developer of visual effects software, from Advent Venture Partners and other stakeholders. Falcon Investment Advisors, LLC has converted its current ownership in The Foundry into mezzanine notes in support of the acquisition. The founders and management will continue to retain a significant minority stake. Financial terms of the transaction were not disclosed.

Headquartered in London with more than 100 employees, The Foundry has established itself as a critical technology partner to the major feature film studios and post production houses in the US and UK. The Foundry’s products have been used to make recent “must see” movies including Avatar, Tron: Legacy, Alice in Wonderland, The King’s Speech, 127 Hours and Black Swan – all award winners or nominees.

Commenting on the transaction, Dr. Bill Collis, CEO of The Foundry said, “Carlyle’s financial strength, extensive network, and track record in the management of software companies are great assets to our business. We’re exceptionally proud of our achievements over the past two years and have benefited significantly from the deep insight and timely guidance provided by Advent. We look forward to partnering with Carlyle and seeking new opportunities in current and new markets as we continue to progress and innovate.”

Since the management buyout of the Company in June 2009, the management team and founders have worked closely with Advent and Falcon to transform the Company from a best-of-breed plug-in developer to the leading industry visual effects software provider through a combination of unique product partnerships, sales execution, channel development and global expansion. During this period, headcount tripled from 35 to more than 100 and growth accelerated, with revenue increasing from £6.1 million to £14.9 million in 2010. The Company expanded its now 4,000-strong customer base to include The Moving Picture Company (MPC), Prime Focus, Dreamworks, Industrial Light and Magic (ILM), Framestore, Cinesite, Double Negative and several other high-end facilities.

Mike Chalfen, General Partner at Advent Venture Partners, commented, “This transaction highlights the high quality growth equity opportunities available in European tech. The Foundry has become the global leader in its market, produced phenomenal revenue and profit growth, and executed ambitious product acquisition and channel development plans. To exceed expectations on all these dimensions required a clear view of where value would be created, and a strong leadership team to sustain tremendous commitment throughout the organisation.”

Arma Partners LLP acted as financial advisors and Morrison & Foerster LLP acted as legal advisors to The Foundry. Carlyle was advised by Travers Smith LLP.

UK, London

 

Cumulus Media to acquire Citadel Broadcasting

Radio broadcast company Cumulus Media has entered into a definitive merger agreement to acquire Citadel Broadcasting Corporation. Under the terms of the deal, Cumulus will acquire all of the outstanding common stock and warrants of Citadel at a price of $37.00 per share. This consideration is payable in cash and shares of Cumulus stock, and values Citadel as an enterprise at approximately $2.4 billion. Citadel owns and operates 225 radio stations in over 50 markets and also operates the Citadel Media business, which is among the largest radio networks in the U.S.

Cumulus also expects to complete a refinancing of all of the outstanding debt of Cumulus, Citadel and Cumulus Media Partners in conjunction with the proposed merger. Cumulus has obtained commitments for up to $500 million in equity financing from Crestview Partners and Macquarie Capital, and commitments from a group of banks for up to $2.525 billion in senior secured credit facilities and $500 million in senior note bridge financing, the proceeds of which will be used to pay the cash portion of the merger consideration, and effect the refinancings.

Cumulus anticipates that the merger, after giving effect to anticipated synergies, will be accretive relative to Cumulus’ current Adjusted EBITDA trading multiple. After giving effect to the proposed acquisition, Cumulus would own 572 radio stations across approximately 120 U.S. markets. Cumulus expects to complete the merger by the end of 2011.

UBS Investment Bank is acting as lead financial advisor to Cumulus, and it also has committed to Cumulus to provide debt financing. Macquarie Capital is also acting as a financial advisor to Cumulus, and it has committed to provide debt and equity financing. Moelis & Company delivered a fairness opinion to the Board of Cumulus. Jones Day is acting as legal counsel to Cumulus in the transaction. Goldman, Sachs & Co. is acting as a financial advisor to Crestview Partners.

USA, Las Vegas & Atlanta

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Perform Group to float on the main market of the London Stock Exchange

Perform Group, a digital sports media company, is planning to float on the main market of the London Stock Exchange.

The Offer will have a primary and secondary component in order to achieve a minimum free float of 25%, producing a company valuation of approximately £500 million. The primary proceeds, expected to be approximately £70 million, will principally be used both to accelerate PERFORM’s organic growth plans and to fund complementary strategic acquisitions.

The principal existing shareholders are current management and employees, who collectively own 40% of the Company, and Access Industries, a privately held U.S.-based industrial group, which holds 58% of the Company indirectly through a wholly owned subsidiary.
The Company has appointed Credit Suisse and Morgan Stanley as Joint Sponsors and Joint Global Co-ordinators of the Global Offer, with Credit Suisse, Morgan Stanley and UBS acting as Joint Bookrunners.

PERFORM is a global market leader in the commercialisation of multimedia sports content across multiple internet-enabled digital platforms and the owner of one of the largest portfolios of digital sports rights in the world. The Company is led by co-founders and Joint Chief Executive Officers, Oliver Slipper and Simon Denyer.  It generates revenues through four streams: content distribution, advertising & sponsorship, subscriptions and technology & production.

UK, London

Motorola Mobility invests in Catch Media

Motorola Mobility Holdings, through its strategic investment arm, Motorola Mobility Ventures has made a strategic investment in Catch Media Inc., the provider of a patented licensed digital rights locker platform – Play Anywhere.

Catch Media’s patented registry, tracking, routing and clearinghouse technology, together with its unique post-acquisition license, provides retailers, carriers and consumer electronics vendors the ability to offer their customers legal and convenient access to their digital content from disparate devices – smartphones, tablets, set-tops, connected TVs and other connected devices inside and outside the home.

“Instant and easy access to music and video collections from any device, any place and at any time has become a necessity for consumers,” said Mony Hassid, managing director, Motorola Mobility Ventures. “Catch Media’s innovative B2B platform gives consumers the ubiquitous access they crave while compensating the content owners, content distributors and every other party that contributes to the ecosystem.”

“Teaming up with Motorola Mobility is very exciting for us and adds the support and expertise of a leading vendor for cellular carriers and Cable/Telco operators to the Play Anywhere® ecosystem,” said Yaacov Ben-Yaacov, co-founder and CEO of Catch Media. “Motorola Mobility’s support will enable our platform to be more tightly integrated across their devices.”

Ari Emanuel, Co-CEO of WME Entertainment, a strategic investor in Catch Media and one of the largest and most diversified Hollywood talent agencies, said, “Catch Media stands at the forefront of digital media companies seeking to offer consumers maximum convenience while ensuring that all the stakeholders in the process, including the actors, directors and content owners, share in the revenues generated. Motorola Mobility’s investment and guidance will serve as an important catalyst in the launch of Catch Media’s Play Anywhere services.”

Catch Media’s Play Anywhere system was rolled out with Best Buy Europe in Q4 2010 through a service called “Music Anywhere” offered by The Carphone Warehouse in the UK, and is expected to be rolled out in the U.S. in early 2011 in cooperation with the music industry. Catch Media will continue to work closely with the content industry to offer legal media cloud services that ensure rights holders are compensated as content is consumed across disparate devices.

USA, Libertyville, IL & Beverly Hills, CA

News Corporation to acquire Shine Group

News Corporation is to acquire 100 percent of Shine Group, the international television production group, for an enterprise value of £415 million. Shine Group will report to Chase Carey, News Corporation Deputy Chairman, President and Chief Operating Officer.

“This is a unique and exciting opportunity for us. Shine is a leader in the global television production business with a proven track record of developing hit shows and new formats worldwide,” said Carey. “We have every confidence that Shine will be an important part of the expansion strategy for our worldwide TV operations.”

Elisabeth Murdoch, Chairman and CEO Shine Group said: “In a rapidly consolidating global TV industry, this alliance uniquely provides the conditions in which Shine Group can continue to lead and prosper. News Corporation is the partner that enables us to maintain our aspiration to be best in class across all our sectors, and prepares and equips us for future growth. Shine shares News Corporation’s long-standing belief in creative excellence and ambitious expansion. I could not be happier or more proud that from such modest beginnings Shine will join such an extraordinary group of companies.”

Rupert Murdoch, Chairman and Chief Executive Officer of News Corporation commented: “Shine has an outstanding creative team that has built a significant independent production company in major markets in very few years, and I look forward to them becoming an important part of our varied and large content creation activities. I expect Liz Murdoch to join the board of News Corporation on completion of this transaction.”

USA, New York, NY & UK, London

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