Liberty Global confirms acquisition of Virgin Media – Deal Terms

Liberty Global have confirmed that they are to acquire Virgin Media in a cash & stock merger.

Deal Terms

  • Virgin Media 2012 results (unaudited)Virgin Media
  • Revenue $6.6 billion
  • OCF $2.7 billion
  • OCF margin 41%

Virgin Media shareholders will receive for each share:

  • $17.50 in cash
  • 0.2582 shares of Liberty Global Series A common stockLiberty-Global-logo
  • 0.1928 shares of Liberty Global Series C common stock

Valuation

  • $47.87 per Virgin Media share
  • 24% premium to closing price
  • Implied Virgin Media equity value of $16.0 billion & enterprise value of $23.3 billion
  • Represents 8.8x 2012 OCF multiple
  • Represents 7.0x 2013E OCF multiple, after adjusting for synergies & taxes
  • Accretive to Free Cash Flow

Ownership

  • Liberty Global shareholders expected to own 64%
  • Virgin Media shareholders expected to own 36%

Path to completion

The transaction is subject to majority LGI & Virgin Media shareholder votes, regulatory approvals & customary closing conditions. The deal is expected to close in Q2 2013.

For full details see the Virgin Media Investor Call Presentation here.

USa, Englewood, CO & UK, London

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Daily Mail & General Trust PLC – Interim Management Statement to 30/12/12

DMGTDMGT has published its Interim Management Statement for the first quarter of their financial year, the three month period to 30th December, 2012.

It describes the Group’s financial position and performance during the period, updated to the latest practicable date.

Headlines

Trading in line with expectations; outlook for the year unchanged:

  • Revenue for the first quarter of £503 million, underlying# growth of 3% on last year
  • Continued good underlying# growth of 8% from the B2B businesses
  • Underlying# revenue decline of 4% at Associated Newspapers (now dmg media); improved profit margin driven by cost efficiencies
  • Further B2B bolt-on acquisitions
  • Disposal of Northcliffe Media effective 30th December, 2012
  • Commencement of share buy back programme
  • Outlook for the year unchanged

UBMDec12

Acquisitions

The principal acquisitions in the quarter were FirstSearch Environmental Information Network (FEIN), a £21 million bolt-on purchase by dmg information’s US propertyI nformation business, Environmental Data Resources (EDR) and the £5 million acquisition by Euromoney of an 87% stake in TTI/ Vanguard.

  • FEIN provides environmental professionals across the US with products that allow them to assess environmental contamination risks in respect of commercial real estate. The acquisition brings opportunities to upsell FEIN’s customers to EDR’s broader portfolio of products, improve EDR’s product offering and deliver cost synergies.
  • TTI/Vanguard is a private membership organisation for senior executives who lead technology innovation in global organisations. Enterprises subscribe to TTI/Vanguard’s conference series to explore the potential effects of emerging and potentially disruptive technologies. Euromoney has a successful record of acquiring events businesses and accelerating their growth globally and TTI/Vanguard is an expansion for Euromoney into the high-technology content sector.

Other acquisition payments in the quarter included £5 million for the remaining stake in RMS Japan; £2 million for Beat the GMAT, a bolt-on acquisition for Hobsons; £1 million for Renaissance, a bolt-on acquisition for Landmark, and earn-out payments in respect of historic acquisitions.

Disposals

Following dmg media’s November 2012 disposal of its central and eastern European digital consumer jobs and motors businesses, the remaining Hungarian print business, Lapcom, was sold in January 2013, completing dmg media’s exit from the region. In the year to September 2012, the disposed businesses contributed £4 million of profit before tax and £27 million of revenues. Disposal proceeds in the first quarter were £27 million and a further £62 million was received in January 2013 in respect of the disposals of Lapcom and Northcliffe Media.

Read the full announcement here

# See the full announcement for the definition of “underlying”

UK, London

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Ipreco acquires Debtdomain

ipreo-logoIpreo, a provider of market intelligence and productivity solutions to capital markets and corporate professionals, announced the acquisition of Debtdomain, a provider of web-based systems for loan syndication. Terms of the deal were not disclosed.

Debtdomain is a web-based system for managing the loan syndication process from pitch to agency. The solution covers deal setup, pipeline reporting, sole and joint bookrunning, and secure document distribution. Debtdomain also offers an investor CRM tool debtdomainpowered by a database of over 250,000 contacts, and integrated with bookrunning and deal sites. Debtdomain is used by over 150 leading loan market arrangers and agents. Debtdomain was founded in 2000 and has offices in New York, London, and Hong Kong.

The Debtdomain business will become part of Ipreo’s Capital Markets vertical, completing Ipreo’s offering of web-based new-issuance solutions for all types of syndicated products. Ipreo’s capital markets solutions include end-to-end bookbuilding systems, roadshow & conference management platforms, and electronic document delivery. Additionally, Ipreo’s suite of investor prospecting and CRM solutions offers comprehensive institutional contacts data and investor profiles. Ipreo is the only financial services provider to offer solutions across all asset classes including Equity, Fixed Income, Municipal bonds, and Syndicated Loans.

“Syndicated loan solutions are a natural extension of our Capital Markets business, fulfilling our goal of being able to cover all types of syndicated products,” said Scott Ganeles , CEO of Ipreo. “Debtdomain is the preeminent player in the syndicated loan space, with a strong client focus, a winning track record, and an approach to technology that is well aligned with our own.”

Debtdomain co-CEOs Sean Tai and David Levy will both be joining Ipreo’s Executive Committee and together will run the Loan Syndication business under Ipreo’s Capital Markets vertical.

USA, New York & UK, London

Electra Partners to acquire UBM’s Data Services businesses

electraPrivate equity business Electra Partners has made a binding offer to acquire a portfolio of UBM’s Data Services (Delta) businesses for £160 million. Delta represents the bulk of UBM’s Data Services segment and includes its Health, Technology and IP, Trade & Transport, and Paper business units. Operating in 28 countries worldwide, the businesses provide data and information products which professionals use to support their decision-making and day-to-day business activities.

In 2012, the businesses generated revenue of £179.3m (£190.0m in 2011) and adjusted operating profit of £27.4m (£27.7m in 2011). As at 30 June 2012 the businesses had gross assets of £295.5m.

Electra Private Equity PLC and the Electra Partners Club 2007 LP will invest approximately £127 million jointly. That is, £114 million and £13 million respectively at completion.

UBM

Upon completion, the cash consideration of approximately £100m (net of working capital adjustments) will be used to repay bank debt. The vendor loan note, which will be held at amortised cost, will carry a 6% PIK coupon and has a final maturity of six years.

Commenting on the offer, Alex Fortescue, Chief Investment Partner at Electra Partners, said: “UBM’s Data Services businesses are a robust and diverse portfolio of businesses offering mission critical data products to users across five continents and five vertical segments. We are excited by the opportunities to develop these businesses and deliver value growth.”

UK, London

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UBM plc will issue its Full Year results on 1st March 2013 and host an Investor

Presentation, at the London Stock Exchange, at 11am that morning.

Gannett Co. reports strong fourth quarter financial results

gannettGannett Co., the international media and marketing solutions company, has reported strong fourth quarter financial results. With company revenue growth of 9% and non-GAAP earnings growth of 20 Percent. Worse then expected advertising results meant that shares in Gannett fell more than 5 per cent in midday trading on Monday.

Summary

Total operating revenues for the company were $1.52 billion in the fourth quarter, a 9.4 percent increase compared to the fourth quarter last year. A substantial increase in Broadcasting segment revenues, higher Publishing segment revenues as well as the extra week in the quarter drove the increase.

The increase in Broadcasting segment revenues reflects a record level of political spending in the quarter. Higher circulation revenue drove the increase in the Publishing segment.

Advertising revenues in the publishing segment totaled $657.5 million compared to $670.7 million in the fourth quarter a year ago, a 2.0 percent decline. Excluding the extra week, advertising revenues were 6.5 percent lower.

Total television revenues were 45.7 percent higher and totaled $280.2 million compared to $192.4 million in the fourth quarter last year. The revenue growth was driven by $91.2 million in politically related advertising during the fourth quarter of 2012. First quarter 2013 year-over-year comparisons will be unfavorably impacted by the absence of $5.1 million in political revenue and the move of the Super Bowl from NBC to CBS.

Digital segment operating revenues were $187.2 million compared to $181.5 million in the fourth quarter last year. Solid revenue growth at CareerBuilder drove the increase.

Gracia Martore, President and Chief Executive Officer, said, “We are proud of our strong operating results this quarter with growth in revenue and margin expansion driving strong cash flow. This caps an extremely productive year in which we successfully implemented our strategy to position Gannett for success in the digital era. For the year, we achieved our first year-over-year increase in company-wide revenue since 2006. During the fourth quarter and for the full year, our Broadcasting business delivered record revenue and profitability. Our television stations significantly increased market share this year reflecting the value of their content and format in gaining new viewers while retaining their loyal base. Not to be outdone, local domestic publishing circulation revenue also increased for the third straight quarter driven by the success of our all access content subscription model. We are meeting or exceeding the revenue and operating profit goals we had for the all access content subscription model. Total digital revenue across Gannett increased 29 percent and represented 25 percent of total revenue. Our strategy is gaining momentum, our investments are bearing fruit and we are achieving the results we expected. We enter 2013 with our businesses performing well and poised for even greater success going forward. We remain confident we are well positioned to achieve our goals and to continue delivering on our promise to return increased value to shareholders,” Martore said.

Read the full report here

USA, McLean, VA

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IMG acquires Taste Festivals from Brand events

IMG Arts & Entertainment, a division of the Events and Federations business unit of IMG Worldwide, the sport, entertainment and media company has acquired Taste Festivals from Brand Events Ltd for £4.97 million.

Brand Events launched Taste of London in 2004 with one event showcasing 26 restaurants at Somerset House. Taste now runs annual events in 17 cities across the globe, and works with more than 100 of the world’s greatest chefs.

Stephen Flint Wood, Senior Vice President & Managing Director IMG Arts & Entertainment at IMG, said, “IMG have witnessed the extraordinary rise in both the public’s love of great food and restaurants together with the ever growing demand for premium experiential events. We are excited about the potential to grow the business even further, and look forward to working with the team at Taste Festivals and our network of offices in over 30 countries to achieve this aim.”

Justin Clarke, Chief Executive Officer for Taste Festivals, said, “Our unique relationships with chefs, restaurants, brands and visitors have underpinned the Taste brands successful development. I am sure IMG will provide great support and new opportunities to the business and enable consumers around the world to engage with the world’s best restaurants and chefs in new and exciting ways.”

Taste Festivals will continue to operate from the same business premises at Earls Court London and the team will remain unchanged. Brand Events will also remain at Earls Court, and will continue to run Top Gear Live and Festivals, CarFest, Golf Live and Brand Events Australia.

UK, London

Thomson Reuters completes the acquisition of Practical Law Company

Thomson Reuters LogoThomson Reuters has completed the acquisition of Practical Law Company, a provider of practical legal know-how and workflow tools. Practical Law Company has operations in New York and London.

Previous reporting on Fusion DigiNet.

Thomson Reuters announced on January 3 that it had reached a definitive agreement to acquire PLCPractical Law Company. The acquisition, which was subject to regulatory review in the U.S. and UK, has received Hart Scott Rodino clearance in the U.S. In the UK, where Thomson Reuters made a voluntary submission to the Office of Fair Trading (OFT), the review process is underway.

Mike Suchsland , president of the Legal business of Thomson Reuters, said, “The completion of the acquisition positions Thomson Reuters with a comprehensive portfolio of productivity solutions that combine the best legal information, expert know-how resources and software tools and are geared to help in-house lawyers and outside counsel work more efficiently and effectively. We look forward to building upon each company’s innovation, editorial legacy and expertise to create even more powerful tools to support and improve the practice of law.”

USA, New York, NY & UK, London

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ITE Group acquires Trade Link ITE

ITEInternational Trade and Exhibitions (JV) Ltd, a wholly-owned subsidiary of exhibitions business ITE Group, has acquired a 75% stake in Trade Link ITE Sdn Bhd, a company registered in Malaysia for approximately £4m.  The remaining 25% of Trade Link is held by Trade Link founder Albert Lai who remains as CEO of the company.

Revenue generated from Trade Link is expected to be circa £2m in FY 2013.

Trade Link runs the successful “Metaltech”, “Automex” and “Weldtech” events that take place together annually in May at Kuala Lumpur’s Putra World Trade Centre.  Focused on the area of machine tool technology and metal fabrication, they are Malaysia’s leading events in this growing sector occupying over 10,000m2 of exhibition space annually. Trade Link also run South East Asia’s largest dedicated event for woodworking, “ASEAN Woodtech”.

Commentating on the acquisition ITE’s Chief Executive Russell Taylor said:  “This acquisition is a strategic move for ITE into the South East Asian exhibition market. Trade Link operates some of South East Asia’s key events in our strongest sectors which are expected to realise good growth in the future.

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Euromoney Institutional Investor PLC interim management statement for 4 months to January 30, 2013.

Euromoney logoEuromoney Institutional Investor PLC , the international online information and events group, has issued its Interim Management Statement for the period from October 1, 2012 to January 30, 2013.

Announcement

Trading

Since reporting its 2012 results on November 15, 2012, trading has continued in line with the board’s expectations as set out in the preliminary results announcement.

As highlighted in this announcement, the challenging trading conditions experienced in the second half of financial year 2012 continued into the first quarter of financial year 2013.  Total revenues for the first quarter increased by 1% to £95.4 million, and by 2% at constant currency.

The group generates nearly two thirds of its revenues in US dollars and movements in the sterling-dollar rate can have a significant impact on reported revenues.  However, the average sterling-dollar rate for the first quarter was $1.61, against $1.58 last year, and the impact of exchange rates on revenues in the period was therefore not significant.

The following table summarises the year-on-year revenue changes for the first quarter at both headline rates and at constant currency:

Click on the table to enlarge it.

Euromoney results jan13d

The decline in subscription revenues was in line with the gradual decrease in growth rates experienced since the end of 2011.  The decline in advertising was consistent with the trend seen in the second half of financial year 2012, while the return to growth in sponsorship and delegate revenues largely arises from new events added to the portfolio.  The increase in other revenues partly reflects the settlement of content redistribution agreements in respect of previous years.  There was no significant change in the group’s adjusted operating margin during the quarter.

The performance of advertising, sponsorship and delegate revenues is closely aligned with the calendar budget cycle of most customers, which lags the group’s financial year by one quarter.  As the new calendar year starts, global financial institutions are continuing to take a cautious view of the outlook and managing their budgets for marketing, training and information buying accordingly.  The impact on the group’s revenues is difficult to determine so early in the calendar budget cycle, but recent sales trends suggest the outlook for advertising and delegate revenues will remain challenging, while the trends in subscription and sponsorship revenues are more stable.

Financial Position

Net debt at December 31, 2012 was £26.5 million, a decrease of £4.3 million since the year-end.  The first quarter is traditionally the one with the lowest operating cash flows because of the payment of annual profit shares and other incentives in December.  The only significant capital outflow in the period was the £5 million acquisition of TTI/Vanguard, the private membership forum for senior executives who lead technology innovation in global organisations (see RNS announcement on January 7, 2013).

The final dividend for financial year 2012, if approved by shareholders at today’s Annual General Meeting, is payable on February 14 2013 in the amount of £18.3 million.  This compares to a cash payment of just £4.8 million in February 2012 when a scrip dividend alternative was offered.

As reported at the time of the 2012 results, the first 50% of awards under the CAP, the group’s long-term incentive scheme, will vest on February 14 and be satisfied by the issue of approximately 1.75 million new ordinary shares and a cash payment of £7.5 million.

Outlook

Trading conditions have not changed significantly since the group announced its 2012 results.  The uncertainties over Europe and general concern in the financial services industry worldwide remain, while global financial institutions continue to cut costs, particularly people, and exit parts of their business in order to rebuild their balance sheets and satisfy tougher capital requirements imposed by regulators.

The board expects these challenging conditions to continue for the foreseeable future and will continue to manage the business tightly.  At the same time, the group will maintain its strategy of building a robust, tightly focused online information business with an emphasis on emerging markets, investing in new products and digital publishing to drive organic growth, and using its strong balance sheet and cash flows to fund further acquisitions.

The results for the six months to March 31 will be announced on May 16, 2013.  The company intends to issue a pre-close trading update on March 22.

UK, London

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Haynes Publishing Group announces interim results for the 6 months ended November 30, 2012.

HaynesLogoAutomotive and motorcycle repair manuals publisher Haynes Publishing Group P.L.C. has announces interim results for the 6 months ended November 30, 2012.

Financial Highlights

  • Revenue of £13.3 million (2011: £14.3 million)
  • Operating profit of £1.2 million (2011: £1.9 million)
  • Profit before tax ahead of latest broker’s interim forecast at £1.2 million (2011: £1.8 million)
  • Basic earnings per share of 5.2 pence (2011: 7.5 pence)
  • Interim dividend declared of 3.5 pence per share (2011: 6.2 pence)
  • Overheads reduced by 5% (2012: £6.3 million vs 2011: £6.6 million)
  • Australian business half year revenue 32% ahead of 2011
  • HaynesPro half year revenue 17% ahead of 2011
  • Like for like net funds1 of £5.9 million (2011: £5.0 million)
  • Strong balance sheet and cash flow generation maintained

Business Highlights

  • Increased digital capabilities though continued development of Haynes multimedia platforms
  • Digital manual range extended to over 200 titles
  • Successful launch of over 40 new eBook titles
  • New Vice President of Sales hired to strengthen US business
  • Vivid rebranded as ‘HaynesPro’ broadening global commercial opportunities
  • New offices in Romania purchased to accommodate growing digital technical team
  • Strategic consumer-focused review on track for completion by June 2013

Rad the full statement here.

UK, Somerset & USA, Los Angeles, CA

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