IHS and Markit to merge

ihsmarkitFinancial data companies IHS and Markit are merging. Based on the closing prices of IHS and Markit common stock on March 18, 2016, the implied equity value of the transaction is more than $13 billion. The deal is expected to close in the second half of 201

The combined company will be renamed IHS Markit and will be headquartered in London and have operations based in Englewood, Colorado. IHS shareholders will own approximately 57 percent and Markit shareholders will own approximately 43 percent of the combined company.

The combined company’s reported results for fiscal year 2015 include approximately: $3.3 billion in revenue, $1.2 billion in adjusted EBITDA, and $800 million in free cash flow. IHS Markit will have more than 50,000 key customers.

IHS makes most of its revenues from energy and automotive data, while Markit focuses on financial information and is best known for its purchasing managers’ index.

Jerre Stead, IHS Chairman and Chief Executive Officer, will assume the role of Chairman of the Board of Directors and Chief Executive Officer of IHS Markit. Lance Uggla, Chairman and Chief Executive Officer of Markit, will be President and a member of the Board of Directors.

Uggla will assume the role of Chairman of the Board of Directors and Chief Executive Officer of IHS Markit when Stead retires on December 31, 2017. The Board of Directors of the combined company will be comprised of 11 members, with IHS designating six members (including the chairman) and Markit designating five members (including the lead director) from their current boards.

UK, London & USA, Englewood, CO

ITV to acquire UTV’S television business (UPDATE)

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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Johnston Press to acquire i

Johnston Press is to acquire i from Independent Print Limited through a wholly owned subsidiary, for a total consideration of £24 million. £22 million in cash on completion and £2 million in cash on 20 April 2017. The £24 million consideration represents 4.6x i’s unaudited “carve-out” operating profit of £5.2 million in the year ended 27 September 2015

i is a UK national daily newspaper providing concise quality editorial content, priced at 40 pence per issue Monday to Friday and 50 pence per issue on Saturday. It has a 20% market share of the newspaper “quality market”, or 8% of the combined newspaper “quality” and “mid-market” (source: analysis of Audit Bureau of Circulation data as at December 2015). i was named National Newspaper of the Year in 2015 at the industry’s News Awards.

The Acquisition would create the UK’s fourth biggest news publishing group, centred around a handful of leading brands (by circulation), selling the equivalent of over 600,000 copies a day predominantly outside London.

77% of i readers are from the ABC1 demographic category. The average reader is aged 53 and 63% of its readership is male (source: National Readership Survey). i enjoys a broad reach across Great Britain, with 85% of its circulation outside of London, though currently it has no presence in Northern Ireland. After London, the largest concentration of circulation is Meridian (15%), the Granada region (13%), Central (12%), Anglia (9%), Yorkshire (8%), West (8%), South West (5%), Scotland (5%) and Tyne Tees (3%).

Ashley Highfield, Chief Executive of Johnston Press said,  “This is a transformational acquisition for Johnston Press and an important step towards delivering our long-term strategy. i is a highly regarded newspaper with a clear market position and a loyal readership. By joining with Johnston Press the combined circulation will be equal to 9% of national daily circulation, making us the fourth largest player in the market. This enhanced reach represents a significant growth opportunity for Johnston Press in terms of national print and digital advertising revenue. It also rebalances our revenues towards less volatile circulation revenues.”

UK, Edinburgh & London

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DVV Media Group GmbH acquires Road Transport Media Ltd

DVVHamburg-based DVV Media Group GmbH has acquired Road Transport Media Ltd (RTM), based in Sutton, Surrey.

With its print, web and event portfolio, RTM is a leading provider of specialist information and media services for the road freight industry and commercial vehicle sector in the UK. Its portfolio includes long-established print titles Commercial Motor, Motor Transport, and Truck & Driver. With a combined circulation of more than 40,000 copies, RTM reaches all relevant players in the industry. RTM also has a comprehensive online presence, including a digital marketplace, as well as smartphone apps.

commercial_motorRTM runs various events such as Freight in the City, Tip-ex, and Tank-ex. Its flagship Motor Transport Awards, which has been taking place in London for more than 30 years, highlights outstanding achievements in the area of road freight transport and is attended annually by more than 1,500 senior industry decision makers.

DVV Media UK is the publisher of rail and air freight industry titles including Railway Gazette International and Air Cargo News. With the acquisition of RTM, DVV Media Group is significantly expanding and strengthening its presence in the UK market.

CEO, Martin Weber says: “The acquisition of Road Transport Media is an important milestone in the further development of our international publishing activities.”

currentcoverDVV Media Group GmbH, a sister company of the Rheinische Post Media Group, has more than 200 employees and produces over 30 business to business publications in the transport & logistics, maritime, rail, public transport, travel/conferences, and defence sectors. The publishing portfolio includes newsletters, specialist books, reference works, websites and apps. DVV Media Group also organises events and conferences.

Germany, Hamburg & UK, Sutton, Surrey

Wilmington acquires JMH Publishing Limited (Wellards)

WilmingtonWilmington plc has acquired JMH Publishing  Ltd, a UK provider of specialist and accredited online education for the healthcare industry and owner of the trading brand “Wellards“.

As part of Wilmington, Wellards will become the principal education and training platform for the Insight division and will benefit from Wilmington’s enhanced healthcare market access, both in the UK and in mainland Europe.

WellardsWilmington is acquiring Wellards for an initial consideration of £4.2m payable in cash. Wellards is being acquired with £1.3m of cash in its balance sheet. A final payment of up to £0.9m in March 2016 will be made once the final net current asset position has been agreed.

Wellards, established in 1990 is based in Kent, England and is managed by its founder John Heath, CEO who will remain with the business for a transitional period of one year.

Wellards runs over 70 online courses and has more than 25,000 registered users. Subjects covered include critical areas for pharma industry representatives such as market access and financial flows, clinical modules of key therapy areas such as cancer, diabetes and cardiovascular health, ABPI code and compliance. Over 70% of its revenue is generated by its online training portal, Wellards Academy, which services the needs of UK pharmaceutical and Medtech commercial staff.

In the twelve month period ended 31 October 20151, revenue per the unaudited management accounts was £2.0m, an increase of 12 percent on the same period in 2014 and the adjusted profit before interest, amortisation and taxation was £0.6m1.  Gross assets were 2.0m1. Over 70% of its revenue is subscription based with over 90% renewal rates.

Pedro Ros, Chief Executive Officer of Wilmington, said: “I am delighted to welcome Wellards to Wilmington; its addition completes one of our strategic objectives of having information, education and networking capabilities for each of our knowledge areas. I am particularly excited by the scalability of the online products both in the broader healthcare industry and internationally where we can utilise our existing market access in particular to the French and German healthcare markets.”

UK, London & Eridge, East Sussex

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Progressive Digital Media Group acquires GlobalData Holding Limited

progressiveProgressive Digital Media Group Plc is to acquire GlobalData Holding Limited, a company owned by Mike Danson (Executive Chairman of Progressive Digital Media Group) and Wayne Lloyd for approximately £66.5 million.

On completion the company name will be changed to GlobalData plc. Bernard Cragg will be appointed as Chairman, Michael Danson as Chief Executive Officer and Simon Pyper as Chief Financial Officer

The Company has also announced that its subsidiary, PDMH, has also conditionally agreed to dispose of the entire issued share capital of PTML (a company which holds Progressive’s non-core B2B assets) to Research Views Limited, a company also controlled by the Vendors, for a consideration of £1, together with the indirect assumption by the Company of an inter-company loan of £4.5 million owing by PTML to PDMH.

A General Meeting of the Company will therefore be held on 19 January 2016 for Shareholders to approve the acquisition and disposal.

UK, London

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A Fusion Deal: Incisive Media’s Legal Week sold to ALM

ALM-Publications

ALM publications

Incisive Media‘s Legal Week, a U.K.-based business-to-business publisher, has been sold to ALM. Fusion Corporate Partners acted as corporate advisor for Incisive Media. The Fusion team was led by Paul Slight, Director at Fusion. The terms of the deals were not disclosed.

ALM, which publishes The American Lawyer, Corporate Counsel, The National Law Journal, The New York Law Journal and other legal and business publications including Law.com and The Am Law Daily, said that the deal is its fourth acquisition since the company was purchased by the private equity firm Wasserstein & Co. in July 2014.

“This acquisition is an important next step as we expand our offerings into key international markets,” said Bill Carter, CEO of ALM. “Legal Week has a strong audience base in Europe and Asia, and an impressive collection of industry events.”

Legal Week has shared the same corporate umbrella as ALM before. In 2007, Incisive bought ALM from Wasserstein & Co. for $630 million.

Two years later, Incisive defaulted on its debt amid the global financial crisis, prompting the company’s lenders, private equity firm Apax Partners and The Royal Bank of Scotland, to take control of ALM. At the time, Legal Week remained part of Incisive, and the London-based company has been in ongoing talks with RBS and other lenders about reorganizing its debt. (Legal Week reported last year that Magic Circle firm Freshfields Bruckhaus Deringer had London-based Macfarlanes had lead advisory roles in Incisive’s refinancing.)

In 2014, Apax and RBS sold ALM back to Wasserstein & Co. for a reported $417 million. Later that year ALM acquired Kennedy Consulting Research & Advisory, and ALM then paid another $40 million in early 2015 to buy legal and insurance publisher Summit Professional Networks. Last summer, ALM agreed to acquire China Law & Practice from Euromoney Institutional Investor PLC for an undisclosed sum.

ALM’s president of legal media, Lenny Izzo, said the company is not planning additional acquisitions at this time, though it isn’t ruling out the idea. He said no layoffs were planned as a result of the Legal Week acquisition, adding that the move was “about strengthening our position in key markets, rather than realizing cost reductions.”

Like many media companies, ALM has seen recent reductions in staff. In April, the company filed a notice with the state of New York indicating that 61 staffers would be laid off between July and September.

Over the last four years, the legal news industry has reorganized amid a series of deals.

In 2011, Bloomberg LP bought The Bureau of National Affairs, a private information provider for clients in government, business and academia, for $990 million. The following year, LexisNexis paid $150 million to purchase Portfolio Media, the parent company of Law360. Meanwhile, the legal magazine California Lawyer closed its doors in October.

For its acquisition of Legal Week, ALM was advised by Jones Day, which has a long-standing client relationship with Wasserstein & Co. Jones Day advised the private equity firm when it initially bought ALM in 1997 and when it sold ALM a decade later. Incisive was advised by the London-based firm Macfarlanes.

Aside from publishing legal news and analysis, Legal Week organizes events, including Legal Week Private Client Forum, Trust & Estates Litigation Forum and Strategic Technology Forum, among others.

Legal Week and Incisive were represented by Paul Slight, Director at Fusion Corporate Partners (UK) Limited.

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Recent Fusion transactions include:

Media & Business Information

Business Support Services and Energy & Environmental Services

Exhibitions & Conferences

Healthcare

Broadcast

A Fusion Deal: Creditflux sold to Mergermarket Group

CreditfluxFusion Corporate Partners are pleased to announce the completion of the sale of Ceditflux to Mergermarket Group.

Fusion Corporate Partners acted as corporate advisor for Creditflux. The Fusion team was led by Paul Slight, Director at Fusion. The terms of the deals were not disclosed.

Founded and headquartered in London, Creditflux is the authoritative provider of intelligence, analysis, data and events covering CLO and credit fund pricing, investments, trading and returns.

“I am delighted that Creditflux is joining forces with Mergermarket Group, a company which shares our relentless focus on providing original and insightful intelligence to the fixed income community,” said Mike Peterson, Managing Editor and founder of Creditflux. “The combination of Debtwire, Xtract Research and Creditflux will create an information power house for the global credit market.”

The acquisition accelerates the global expansion of Mergermarket Group’s extensive real-time fixed income intelligence and data provision. The company’s Debtwire and Xtract Research products already deliver insight and analytics on corporate high yield, distressed and restructuring situations.

mergermarket“We are very excited to fortify the growth story of our global fixed income division with the acquisition of Creditflux, a highly regarded and trusted source of CLO and credit fund intelligence and data,” commented Hamilton Matthews, CEO of Mergermarket Group. “For the past decade, Debtwire and Xtract Research have blazed a trail of market-leading coverage in the field of corporate debt analysis. Creditflux provides valuable analysis of fixed income investors, giving our valued subscribers access to deeper analysis of the full credit investment cycle.”

Paul Slight, Director at Fusion, said “We have known Mike and the key shareholders at Creditfux for many years and they thoroughly deserve their reward for the hard work that has gone into building a business brand of high editorial integrity. The fit with MergerMarkets was evident from the start at a business and cultural level and I am sure Mike and his team will be able to take advantage of the commercial knowhow and international presence MergerMarket offers. This is the second transaction we have concluded with MergerMarkets in the last 3 months and on both occasion they have acted with the highest level of sensitivity during both the negotiations and completion process”

UK London

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The Fusion Team has completed over 80 UK and cross border Media, Business Information & Technology, Exhibitions & Conferences, Energy & Environmental Services, Business Support Services, TV Broadcast & Production, Healthcare and Online Commerce transactions.

Recent transactions include:

Media & Business Information

Business Support Services and Energy & Environmental Services

Exhibitions & Conferences

Healthcare

Broadcast

 

Bloomsbury acquires six LexisNexis and Jordan family family law titles

DuckworthBloomsbury Publishing is to acquire six LexisNexis and Jordan family family law titles from RELX for £1.4m. The titles include Duckworth’s Matrimonial Property & Finance and Hershman and McFarlane: Children Law and Practice. They are all sold in loose-leaf format and are available in online digital format.

Gross profits to 31st March 2015 for the combined titles were £0.8 million on revenues of £1.1m.

The consideration will be paid in two equal instalments, the first on completion and the second six months later. Completion of the acquisition is conditional on the CMA approval of RELX’s acquisition of the Jordan publishing business, a ruling on which is expected in January 2016.

Bloomsbury’s preliminary results for the full year ending 29th February 2016 will be announced on 19th May 2016.

UK, London

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Bloomberg to acquire Barclays Risk Analytics and Index Solutions Business

BloombergBloomberg L.P. is to acquire Barclays Risk Analytics and Index Solutions Ltd. (“BRAIS”) for around £520 million.

BRAIS is a provider of benchmark and strategy indices, portfolio analytics, risk and attribution models, and portfolio construction tools. BRAIS’s benchmark indices span global markets covering multiple asset classes, most notably the Barclays Family of Aggregate Bond Indices.

“As financial markets continue to evolve, our clients need and expect the index business to evolve too,” said Michael R. Bloomberg. “Combining the market-leading Barclays indices and their superb team with our data management, analytics and distribution will provide more independence, liquidity and transparency to the marketplace, improve industry innovation and further meet the diverse needs of our global client base.”

Bloomberg has also increased its investments in PORT, the company’s multi-asset portfolio risk and analytics tool that has seen significant growth over the past five years. The Company intends to accelerate its investments in this area by acquiring the intellectual property in POINT, Barclays’ portfolio analytics solution, and incorporating BRAIS IP into PORT. Barclays has agreed to continue to operate POINT for 18 months post completion in order to help clients transition to PORT.

Bloomberg and Barclays will maintain a co-branding arrangement on the benchmark indices for an initial term of five years.

The transaction is expected to be completed by mid-2016.

USA, New York, NY & UK, London

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