Sinclair Broadcast Group acquires Tribune Media Company for approximately $3.9 Billion

May 8, 2017 — Fusion DigiNet

SinclairThe Sinclair Broadcast Group has acquired 100% of Tribune Media Company’s issued and outstanding shares for $43.50 per share, for an aggregate purchase price of approximately $3.9 billion, plus the assumption of approximately $2.7 billion in net debt.

Under the terms of the agreement, Tribune stockholders will receive $35.00 in cash and 0.23 shares of Sinclair Class A common stock for each share of Tribune Class A common stock and Class B common stock they own. The total $43.50 per share consideration represents a premium of approximately 26% over Tribune’s unaffected closing share price on February 28, 2017, the day prior to media speculation regarding a possible transaction; approximately 14% over Tribune’s 30-day volume weighted average closing stock price; and approximately 8% over Tribune’s closing share price on May 5, 2017, the last trading day prior to today’s announcement.

Tribune owns or operates 42 television stations in 33 markets, cable network WGN America, digital multicast network Antenna TV, minority stakes in the TV Food Network and CareerBuilder, and a variety of real estate assets. Tribune’s stations consist of 14 FOX, 12 CW, 6 CBS, 3 ABC, 2 NBC, 3 MyNetworkTV affiliates and 2 independent stations.

Chris Ripley, President and CEO of Sinclair, said, “This is a transformational acquisition for Sinclair that will open up a myriad of opportunities for the company. The Tribune stations are highly complementary to Sinclair’s existing footprint and will create a leading nationwide media platform that includes our country’s largest markets. The acquisition will enable Sinclair to build ATSC 3.0 (Next Generation Broadcast Platform) advanced services, scale emerging networks and national sales, and integrate content verticals. The acquisition will also create substantial synergistic value through operating efficiencies, revenue streams, programming strategies and digital platforms.”

USA, Baltimore, MD & Chicago, IL

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Ascential plc acquires MediaLink for up to $207M

February 8, 2017 — Fusion DigiNet

ascentialAscential plc the B2B media company, is to acquire US-based media advisory and business services provider MediaLink for an initial cash price of $69 million plus earnouts.

The earnouts are payable over the period to February 2021 based on the adjusted EBITDA of the business for the three years 2017 to 2019 and are expected to total between $42m and $62m. The earnouts are payable in cash or, for certain elements, shares at Ascential’s option and a portion of the earn-out payments is subject to founders remaining in employment with the company. The total aggregate consideration, including initial consideration and earn out payments, is capped at $207m and requires stretching profit targets to be reached.

MediaLink reported unaudited revenue of $54 million and adjusted PBT of $14 million in 2016, with year-on-year growth of 29% and 24% respectively, and had gross assets of $11 million at December 2016.

The company serves the consumer goods and services segment and operates from four offices in the U.S. Michael Kassan founded Medialink in 2003, he will continue to run the business.

Duncan Painter, Chief Executive Officer of Ascential plc, said: “MediaLink is a leader in its industry, with a strong and very visible brand presence in the US. MediaLink is an excellent fit with our existing Ascential offering and I am confident we can help accelerate MediaLink’s business into new markets by using our assets and infrastructure over the coming months and years. I see synergies between MediaLink and our portfolio of products to significantly help accelerate our existing businesses and create additional value for shareholders.”

UK, London & USA, New York, NY

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21st Century Fox makes £11.7bn firm offer for Sky

December 15, 2016 — Fusion DigiNet

21st-century-foxRupert Murdoch’s 21st Century Fox and Sky have reached agreement on the terms of a cash offer by 21st Century Fox for the fully diluted share capital of Sky which 21st Century Fox and its Affiliates do not already own.

The £10.75-a-share all cash offer for the 61 per cent of Sky that the US media group does not already own values the group at £18.5bn, and will cost Fox £11.7bn.

The offer is a multiple of approximately 11.4 times Sky Adjusted EBITDA of £2,178 million for the twelve month period ended 30 June 2016.

Comments

21st Century Fox said:

“As the founding shareholder of Sky, we are proud to have participated in its growth and development. The strategic rationale for this combination is clear.  It creates a global leader in content creation and distribution, enhances our sports and entertainment scale, and gives us unique and leading direct-to-consumer capabilities and technologies. It adds the strength of the Sky brand to our portfolio, including the Fox, National Geographic and Star brands.”

“Sky is a creative, commercial, and consumer powerhouse delivering its own content to customers across all platforms. Sky is the #1 PayTV brand in all its key markets, with an exciting growth runway in each. The enhanced capabilities of the combined company will be underpinned by a more geographically diverse and stable revenue base.  It will also create an improved balance between subscription, affiliate fee, advertising and content revenues. This combination creates an agile organization that is equipped to better succeed in a global market.“

Martin Gilbert, Deputy Chairman of Sky said:

“I am enormously proud that Sky is the number one premium pay TV provider in all its markets and is recognised as a world leading direct-to-consumer business. On top of this, the business has an outstanding track record of growth and has delivered substantial value for its shareholders over many years.

The Independent Committee, which was formed with the express purpose of protecting independent shareholders’ interests in relation to the proposal from 21st Century Fox, has given full consideration to the fundamental value and prospects for the Sky Group.

While the Independent Committee remains confident in Sky’s long-term prospects, as laid out in detail at our recent investor day in October, we, supported by our advisers, believe 21st Century Fox’s offer at a 40 per cent. premium to the undisturbed share price will accelerate and de-risk the delivery of future value for all Sky Shareholders. As a result, the Independent Committee unanimously agreed that we have a proposal that we can put to Sky shareholders and recommend.

The Independent Committee also notes 21st Century Fox’s track record in growing businesses and its ability to continue the development of Sky across Europe, in a world where entertainment and distribution are converging. 21st Century Fox’s ownership will support the delivery of Sky’s strategy and long-term growth, ensuring that it remains at the forefront of Europe’s creative industries.”

Rupert Murdoch’s News Corp abandoned its last bid for Sky in 2011 after it was revealed that journalists at the News of the World had hacked the phone of the murdered schoolgirl Milly Dowler.

USA, New York & UK, London

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Ten Alps acquires Straker Films

April 1, 2016 — Fusion DigiNet

tenalps plcTen Alps, trading as Zinc Media, the TV and multimedia content producer, has acquired Straker Films Limited. Straker Films is a corporate video production business that works with companies and organisations to help them communicate with their customers, staff and the public through moving image.

Ten Alps are paying an initial consideration of £110,000 in cash instalments between completion and September 2016. 3 percent of total sales in the year following completion will be as a deferred consideration if the annual revenues are less than £300,000. This increases to a maximum of 10 per cent. of total sales if the annual revenues are greater than £500,000.

In the year ended 29 February 2016 Straker Films generated revenue of £0.64m and a profit before taxation of £0.19m. As at 29 February 2016 net assets were £0.75m.  Straker Films currently has one employee, who will continue post completion.

Straker Films was founded in 2004 by Nick Straker and Nicola Mann. It has a client base including Rio Tinto, National Grid, TfL, Aviva, Nationwide and The Department for Education.

 Mark Wood, CEO of Ten Alps, comments:  “Ten Alps has already broadened its range of television production through the acquisition of Reef TV and its investment in Chrysalis Vision.  The acquisition of Straker Films gives Ten Alps a significant and credible footprint in the corporate video and story-telling market and we look forward to growing our business in this high growth market.”

Straker Films will be located in Ten Alps’ London office, working with the Ten Alps corporate communications team and the Group’s TV production businesses.  Nick Straker and Nicola Mann will remain as freelance consultants to Straker Films for a period of time to ensure a smooth transition and handover.

UK, London

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ITV to acquire UTV’S television business (UPDATE)

February 19, 2016 — Fusion DigiNet

itv

On 19th October 2015, ITV plc announced that it had agreed to acquire 100% of UTV Ltd, which owns the television assets of UTV Media plc, for a total cash consideration of £100 million. This was subject to regulatory and UTV Media plc shareholder approval. 

Ministerial approval has now been received and all other conditions to completion have been satisfied. Completion is expected to take place on Monday 29th February 2016.

Original story – October 19, 2016

ITV plc is to acquire UTV Ltd, which owns the television assets of UTV Media plc, for a total cash consideration of £100 million on a cash-free-debt-free basis, subject to an agreed target working capital amount remaining in UTV Television at completion of the sale.

The television assets of UTV Media plc reported total revenue of £34.7m (2013: £34.1m) and operating profit (excluding central costs remaining with UTV Media plc) of £6.6m (2013: £8.9m) in 2014. The 2014 operating profit included £3.0m costs in relation to start-up costs for UTV Ireland.

UTVThe deal includes a break fee arrangement with UTV Media plc; UTV Media plc will pay ITV a fee of £1 million if the deal fails to complete as a result of UTV Media plc failing to obtain the approval of its shareholders to the deal by no later than 31 December 2015.

On completion of the acquisition ITV will own 13 of the 15 regional licences for the Channel 3 network.

UTV is a commercial broadcaster and the most watched channel in Northern Ireland, broadcasting ITV content alongside local programming. UTV Ltd also owns 100% of UTV Ireland, which launched a new dedicated channel for the Republic of Ireland on 1 January 2015. UTV Ireland is already the second most watched channel in peak in Ireland.

“We have a long-standing relationship with UTV, which has been the leading commercial broadcaster in Northern Ireland for many years thanks to its strong regional identity and blend of excellent local programming and strong network shows,” said ITV Chief Executive Adam Crozier.

“UTV Television’s strategic objectives are closely aligned with our own and we are very pleased that they are joining the ITV family. We are looking forward to working with the team going forward.”

UK, London and Belfast

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Disney doubles its investment in Vice Media

December 9, 2015 — Fusion DigiNet

viceWalt Disney Co. is doubling its investment in Vice Media, investing another $200 million according to the Financial Times, quoting “people familiar with the matter”.

Vice Media is a youth media company specialising in creating, distributing, and monetising original content globally. It was started in 1994 by Shane Smith, Gavin McInnes and Suroosh Alvi as a punk magazine titled Voice of Montreal.

Disney invested $200 million last month, when Vice announced a deal to launch the round-the-clock Viceland channel.

The $400 million invested by Disney gives it a roughly 9% stake of Vice at a valuation of between $4 billion and $4.5 billion. This is on top of the stake Disney holds through the joint venture with Hearst in A+E Networks, which now holds more than 15% of Vice.

21st Century Fox Inc. invested $70 million in Vice in August 2013.

USA, Burbank & Brooklyn, NY

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Condé Nast acquires Pitchfork Media

October 14, 2015 — Fusion DigiNet

pitchfolkCondé Nast has acquired Pitchfork Media, Inc. The deal adds the popular music vertical to Condé Nast’s digital network.  The terms of the deal were not disclosed.

Founded in 1996, Pitchfork is a Chicago-based online music magazine devoted to music journalism, news, album reviews, and feature stories.The company’s monthly audience has grown to over six million unique visitors and their social following has also increased to well over four million followers and fans.

“Pitchfork is a distinguished digital property that brings a strong editorial voice, an enthusiastic and young audience, a growing video platform and a thriving events business,” said Bob Sauerberg, Condé Nast president and CEO.  “We look forward to bringing Pitchfork to the network of best-in-class brands of Condé Nast.”

The acquisition effort was led by Fred Santarpia, chief digital officer of Condé Nast, to whom the Pitchfork team will report.

 

USA, New York, NY & Chicago, IL

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Axel Springer and ProSiebenSat.1 acquire shares in the American virtual reality specialist Jaunt VR

September 21, 2015 — Fusion DigiNet

Axel Springer SE and ProSiebenSat.1 Media SE have each acquired a minority shareholding in Jaunt, an American start-up that specialises in the creation and distribution of virtual reality content.

Working with media companies, advertisers and artists, and using in-house developers camera and software technology, Jaunt produces high-quality virtual reality content and releases this via the Jaunt distribution platform. To date, videos are primarily receivable through the Jaunt Smartphone app using Cardboards. In future they will however also be available directly on Virtual Reality headset displays such as the “Oculus Rift”.

Following the joint Media-for-Equity shareholding in the DEAG subsidiary MyTicket and the co-investment in Klaus Hommels’ LAKESTAR II Internet fund, the participation in Jaunt is a third measure in the joint initiative by Axel Springer and ProSiebenSat.1 to promote digital growth companies.

Alongside Axel Springer and ProSiebenSat.1, The Walt Disney Company, Evolution Media Partners and China Media Capital are also taking part in the current investment round in Jaunt. Other investors include Google Ventures, Highland Capital, Redpoint Ventures and Sky, as well as prominent angel investors such as Jared Leto.

Anton Waitz, Managing Director of Axel Springer Digital Ventures Inc.: “Jaunt is an exciting new component in the portfolio of our early-stage investments. We are investing in a market, which can change media use over the next few years: Virtual Reality will provide creative pioneers in the entertainment and news industry with completely new ways of pleasing their audiences.”

Dr. Hanno Fichtner, Chief Digital Strategy Officer of ProSiebenSat.1 in San Francisco: “The investment in Jaunt is an investment in the future of entertainment for ProSiebenSat.1. Virtual reality will trigger an entertainment revolution similar to what our core media of TV did. Jaunt is perfectly positioned in this market and has raised the quality of virtual reality experiences to the next level.”

Jens Christensen, CEO and co-Founder of Jaunt: “We are excited to have Axel Springer and ProSiebenSat.1, two leading and innovative media companies, as a part of this strategic investor round. As we continue to build upon our leadership position, delivering amazing virtuality reality experiences to audiences worldwide, we are pleased to have these strong European partners on our side.”

Germany Berlin & USA, Palo Alto, CA

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July 14, 2015 — Fusion DigiNet

Ten Alps acquires Reef Television Limited
Ten Alps plc has acquired Reef Television Limited for up to £5 million (comprising £2 million initial consideration and deferred consideration of up to £3 million plus an additional amount of earn-out consideration).

Reef acquisition signals the first step in a strategy to grow the Ten Alps business through both acquisition and organic growth

UK, London

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ITV acquires Twofour Group

June 24, 2015 — Fusion DigiNet

ITV plc has acquired Boom Supervisory Limited, the holding company of the Twofour Group, as ITV continues to strengthen its global content business.

Twofour is a fast growing group of companies that produced over 1,200 hours of programming in 2014. The group’s production labels, based in the UK and US, include Twofour, Twofour America, Boomerang, Oxford Scientific Films, Indus, Boom Cymru and the scripted producer Delightful Industries. The group has produced hit shows including Educating Yorkshire, The Jump, Posh Pawn, The Hotel Inspector and Animal Odd Couples.

Twofour also owns 51% of drama indie Mainstreet Pictures, and has a distribution business, Twofour Rights, which owns a diverse catalogue of over 550 hours of finished programming and formats.

ITV, which acquires Twofour from majority shareholder LDC, the private equity arm of Lloyds Banking Group, will pay an initial cash consideration of £55 million for 75% of the Group. There is a put and call option for the remaining 25% that can be exercised at the end of 2017 and between the end of 2019 and 2021, with any further payment subject to minimum average EBITA thresholds. Twofour delivered £5 million EBITDA in 2014.

Additionally, Twofour has a put and call option to acquire the remaining 49% of its subsidiary Mainstreet that can be exercised between 2018 and 2023.

The total maximum consideration for Twofour and the remaining 49% of Mainstreet is £280 million with contingent payments dependent on both businesses delivering exceptional profit growth to £60 million in aggregate over the payment period.

Kevin Lygo, Managing Director ITV Studios said: “Great creative talent, fantastic content and brilliant production expertise are central to ITV Studios’ strategy, so I’m delighted that the Twofour Group is joining our family of production companies as we continue to boost ITV Studios’ growth in the UK and internationally.”

UK, London

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