DMGT has completed its disposal of Northcliffe Media to Local World

Previous reporting: Local World to acquire the regional publishing assets of Northcliffe and Iliffe Posted on November 21, 2012

DMGTDMGT has completed the disposal of Northcliffe Media, its regional newspaper business, to Local World. DMGT received cash proceeds of £52.5 million and shares representing a 38.7% stake in Local World, as indicated in the 21 November, 2012 announcement.

The Iliffe family, owners of Yattendon Group, have sold Iliffe News & Media to Local World in exchange for a 21.3% shareholding in the new business and Trinity Mirror has acquired a 20% shareholding. The remaining Local World shares were purchased by other investors including Artefact Group, an Investment Fund associated with Lord Ashcroft, and Odey Asset Management.

Northcliffe Media earned operating profits of £26 million from revenues of £213 million in the 12 months to September, 2012. DMGT localworldalso incurred £10 million of exceptional operating costs in respect of Northcliffe Media during the year. Local World’s pro forma combined operating profits are £29 million on revenues of £249 million for the year to 30 September, 2012.

DMGT has agreed with the Trustees of the Pension Funds affected that £30 million of the cash proceeds from the disposal will be paid into the Pension Funds. £15 million will be paid in the current financial year, of which approximately £5 million will be paid in respect of the Section 75 Employer’s Debt which arises as a result of the employees of Northcliffe Media leaving the Pension Funds. This follows a reorganisation of the Group in 2011 under which responsibility for the majority of the liabilities was apportioned to DMG Holdings Limited. The remaining £15 million will be paid in the 2013/14 financial year.

Key terms:

  • DMGT will to sell Northcliffe Media, its regional newspaper business for £52.5m in cash and a 38.7% shareholding in Local World. For the financial year ended 30 September 2011, Northcliffe Media had gross assets of £32m and made an operating profit of £17m.
  • The Iliffe family, owners of Yattendon Group, will sell Iliffe News & Media to Local World in exchange for a 21.3% shareholding in the new business.
  • Trinity Mirror will acquire a 20% shareholding in Local World for £14.2 million.
  • The remaining Local World shares will be purchased by other investors including Artefact Group, an Investment Fund associated with Lord Ashcroft, and Odey Asset Management.
  • Steve Auckland, currently Chief Executive of Northcliffe, will become CEO of Local World. Rachel Addison, Group Finance Director of Northcliffe, will assume the same role at the new company alongside a board of directors drawn from the main shareholders. The company will be chaired by David Montgomery.

Local World will become the fourth-largest regional newspaper publisher in the UK, with more than 107 print titles and 60 websites. DMGT will contribute more than 80 titles to the new venture, with another 36 coming from Iliffe News & Media.

The Local World transaction follows the disposal in November 2012 of Associated Neswpapers’ digital assets in central and eastern Europe for cash proceeds of € 32 million (£27 million). During the year to 30 September, 2012 these businesses accounted for £1.8 million of operating profit, £0.5m of share of profits from associates and £6 million of revenues.

UK, London

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Wolters Kluwer Health completes the acquisition of Health Language, Inc.

WaltersKluwerHealthWolters Kluwer Health, a provider of information and business intelligence for professionals, students and institutions in medicine, nursing, allied health and pharmacy, has completed the acquisition of Health Language, Inc., a leader in the fast-growing Medical Terminology Management (MTM) market. Terms of the deal were not disclosed.

“This acquisition of Health Language is a fit with our strategy to continually expand our market-leading point-of-care solutions portfolioHealthLanguage that helps customers around the globe realise the advantages of healthcare information technologies – within their business operations and at the point of care with patients,” said Arvind Subramanian , President & CEO, Wolters Kluwer Health Clinical Solutions. “Health Language is a recognized leader in the MTM field and the right expert to provide our customers with new levels of system interoperability to meet current and future healthcare information sharing needs.”

Health Language’s medical content terminology databases and software solutions enable hospitals, electronic medical record system providers (EMRs) and payers around the globe to manage, update and map disparate medical vocabularies and administrative codes used in U.S. and international settings. The company’s databases and software products include more than 180 standard terminologies and proprietary content sets to enable easier information sharing across many healthcare information technology systems.

The company also provides clinical content and professional services to enable interoperability, web-based terminology mapping, Meaningful Use compliance and ICD-10 conversion, a system of coding created by the World Health Organization that is in various phases of implementation worldwide. Health Language is headquartered in Denver, Colorado and has approximately 85 employees.

USA, Minneapolis, MN

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Euromoney Institutional Investor PLC acquires Californian conference business TTI/Vanguard

Euromoney logoEuromoney Institutional Investor PLC, the international online information and events group, is expanding its membership events portfolio with the acquisition of TTI/Vanguard, which is headquartered in Santa Monica, California.

Euromoney paid US$8 million to acquire 87% of the equity of TTI/Vanguard. The acquisition is expected to be earnings enhancing in itsTT! Vanguard first year.  The remaining equity will be acquired in two stages of an earn-out by December 2014.

TTI/Vanguard is a private membership organisation for executives who lead technology innovation in global organisations across the public, private and academic sectors. Enterprises subscribe to TTI/Vanguard’s conference series to explore how emerging and potentially disruptive technologies may affect their organisations, policy and society. Each of TTI/Vanguard’s five annual conferences is part classroom, part think-tank and part laboratory. At the core of TTI/Vanguard is its world-class Advisory Board of visionaries and futurists who inspire and develop TTI/Vanguard’s content direction (see footnote below).

Under its Institutional Investor brand, Euromoney runs a Financial Technology Forum in the United States and has a strong record of running and successfully building subscription memberships in asset management in the US, Europe and Asia. It now expects to apply this expertise to grow TTI/Vanguard’s business globally.

Dr. Len Kleinrock, past chairman, will remain a minority shareholder in the business and will be actively involved in TTI/Vanguard until at least December 2014.

“The acquisition of TTI/Vanguard is consistent with our strategy of applying our expertise to global sectors,” said Richard Ensor, Chairman of Euromoney. “This takes us into the high-technology content sector. Euromoney has a successful record of acquiring events businesses and accelerating their growth globally, as demonstrated over the past 15 years by the success of Institutional Investor which now has 13 subscription memberships around the world. We look forward to doing the same with TTI/Vanguard.”

Dr Kleinrock said: “Having successfully built TTI/Vanguard into a must-attend membership for heads of innovation and technology across a multitude of diverse industries from government to retail, finance to pharmaceuticals, I believe that Euromoney is ideally positioned to expand the TTI/Vanguard network and membership worldwide. We are confident that Euromoney’s portfolio and expertise will add tremendous value to what we have been consistently providing our members for more than 20 years. We look forward to sharing our know-how and experience and continuing to build a world-wide TTI/Vanguard community.”

UK, London & USA, Santa Monica, CA

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BuzzFeed closes $19.3M series D funding

buzzfeedWeb social publisher BuzzFeed, has completed a Series D financing of $19.3 million led by NEA. Previous investors RRE, Hearst, SoftBank, and Lerer Ventures participated. Michael and Kass Lazerow, serial entrepreneurs and co-founders of Buddy Media, joined the round as new investors.

“We have the senior management, board, and investors we need to build the next great media company: socially native, tech enabled, with massive scale. We are all focused on that big goal and raised this capital to move even faster,” said Jonah Peretti, BuzzFeed Founder and CEO.

In December, the company passed 40 million unique monthly visitors (Google Analytics), with growth driven by social (Facebook, Twitter, Pinterest) and mobile (over one third of all BuzzFeed traffic). The company also grew revenue more than threefold in 2012, exclusively from content-driven, social advertising, and grew staff to 180 employees.

The company will use the capital to further mobile development, expand geographically, grow its editorial team, invest in video, and work on new initiatives that will be announced later in the year.

USA, New York

Thomson Reuters to acquire Practical Law Company

Thomson Reuters LogoThomson Reuters is to acquire Practical Law Company, the London-based provider of practical legal know-how and workflow tools to law firms and corporate law departments. Practical Law Company has more than 750 employees, with principal operations in London and New York, and will be part of the Legal business of Thomson Reuters. The acquisition is expected to close in the first quarter of 2013.

Terms of the deal were not disclosed. The Telegraph reported senior industry sources speculating that Thomson Reuters is likely to have paid between £200m and £300m given PLC employs 750 people and generated pre-tax profits of £18.1m on revenues of £48.2m in the year ending April 2011.

Practical Law Company, with its wide range of expert-authored, up-to-date practical legal resources and software tools, is seen as a PLCpowerful complement to the Thomson Reuters portfolio of respected legal software and information products including Westlaw, which offers the broadest and most comprehensive collection of primary and analytical content for legal professionals.

Commenting on today’s announcement, James C. Smith, chief executive officer of Thomson Reuters, said, “Practical Law Company will uniquely position Thomson Reuters to deliver a comprehensive suite of compelling productivity solutions that marry world-class legal information, expert know-how resources and software tools to help in-house lawyers and outside counsel respond to client demands to work faster and smarter.”

“The combination of Practical Law Company and Thomson Reuters will create unique capabilities for a legal market segment that has seen significant changes over the past several years,” continued Mr. Smith. “Quality and effectiveness have always been key to successful law firms and corporate legal departments. Efficiency has become equally critical. Together, we’ll provide a full range of resources and tools to help our customers deliver the best advice quickly and efficiently, keep on top of regulatory and market developments, and better control costs.”

Practical Law Company’s unique resources, such as its practice notes, standard documents, checklists and What’s Market tools, reflect the experience and insight of the company’s team of expert attorney editors, many of whom have worked at the world’s leading law firms and corporate legal departments. Their practical know-how covers a wide variety of practice areas in the U.S. and the UK, such as commercial, corporate, employment, intellectual property, finance and litigation, among others.

Robert Dow, Practical Law Company chairman and co-founder, said that this collection of expert know-how, which is updated continuously to reflect changes in law and practice, is highly respected and valued in the legal marketplace. With more than 100,000 lawyers worldwide accessing their materials, Practical Law Company’s subscribers include 96 percent of the top 200 UK law firms and 86 percent of UK FTSE 100 corporate legal departments, as well as 80 percent of the AmLaw 200 firms and more than 700 corporate legal departments in the U.S.

“We share many values with Thomson Reuters, most notably a passion for innovation in the legal marketplace and for providing lawyers with the best possible resources so that they can spend more time adding value to clients and less time reinventing the wheel,” Mr. Dow said. “We also share a commitment to helping our customers evolve to meet changing demands. We are delighted to be joining Thomson Reuters, and firmly believe that together we can create an integrated solution that changes how lawyers practice.”

USA, New York, NY & UK, London

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The Walt Disney Company completes Lucasfilm acquisition

DisneyThe Walt Disney Company has completed its acquisition of Lucasfilm Ltd. LLC.

Robert A. Iger, President and Chief Executive Officer, said, “We’re thrilled to welcome Lucasfilm to the Disney family,” said Iger. “Star Wars is one of the greatest family entertainment franchises of all time and this transaction combines that world class content with Disney’s unique and unparalleled creativity across multiple platforms, businesses, and markets, which we believe will generate growth as well as significant long-term value.”

Under the terms of the merger agreement, at closing Disney issued 37,076,679 shares and made a cash payment of $2,208,199,950. Based upon the closing price of Disney shares on December 21, 2012 at $50.00, the transaction has a total value of approximately $4.06 billion.

Lucasfilm’s assets include its massively popular Star Wars franchise, operating businesses in live action film production, consumer products, animation, visual effects, and audio post production, as well as a substantial portfolio of cutting-edge entertainment technologies. It operates under the names Lucasfilm Ltd. LLC, LucasArts, Industrial Light & Magic, and Skywalker Sound.

USA, Burbank, CA & San Francisco, CA

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Nielsen to acquire Arbitron

nielsenNielsen Holdings N.V., a provider of information and insights into what consumers watch and buy, is to acquire Arbitron Inc., an international media and marketing research firm.

Nielsen will acquire all of the outstanding common stock of Arbitron for $48 per share in cash, representing a premium of approximately 26 percent to Arbitron’s closing price on December 17, 2012. Nielsen has a financing commitment for the total transaction amount.

“U.S. consumers spend almost 2 hours a day with radio. It is and will continue to be a vibrant and important advertising medium,” said Nielsen Chief Executive Officer David Calhoun. “Arbitron will help Nielsen better solve for unmeasured areas of media consumption, including streaming audio and out-of-home. The high level of engagement with radio and TV among rapidly growing multicultural audiences makes this central to Nielsen’s priorities.”

Arbitron generated total revenues of $445 million and adjusted EBITDA of $131 million for the 12 months ended September 30, 2012. Cost synergies are reported to be at least $20 million and will be largely driven by the integration of technology platforms and data acquisition efforts.

USA, New York, NY

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Dods to acquire Biteback Media Limited and Holyrood Communications Limited

imagesDods Group is to acquire Biteback Media Limited, (excluding its publishing subsidiary), and Holyrood Communications Limited from Political Holdings Limited.

The consideration payable for Biteback is £795,000 in cash. The Holyrood acquisition is to be settled by £416,806 in cash plus a further potential payment of £250,000 if certain gross profit targets are met. Biteback Media Limited publishes Total Politics, a monthly political magazine, and organises associated events. Biteback generated an EBITDA loss of £0.35 million for year to 31 December 2011 on revenues of £0.47 million. Based on the management accounts for the ten-month period to 31 October 2012 Biteback generated revenues of £0.7 million, an EBITDA loss of £0.1 million and had net assets of £0.2 million after an adjustment for intercompany loans. Holyrood is a publishing and events business based in Edinburgh, with particular focus on Scottish politics and current affairs. The acquisition of Holyrood will enable Dods to benefit from the increase in political activity in Scotland over the next two years. In the year ended 31 March 2012 Holyrood achieved revenues of £1.9 million and generated EBITDA of £0.1m.

UK, London

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Nasdaq OMX Group to acquire the investor relations, public relations, and multimedia solutions units of Thomson Reuters Corp for $390 million

The NASDAQ OMX Group is to acquire the Investor Relations, Public Relations and Multimedia Solutions businesses of Thomson Reuters for $390 million in cash. The businesses provide insight, analytics and communications solutions to more than 7,000 clients worldwide. They will be integrated into NASDAQ OMX Corporate Solutions.

“In one acquisition, we accelerate and achieve our Corporate Solutions long-term objectives, while maintaining our balanced strategy of delivering value to shareholders,” said Bob Greifeld, Chief Executive Officer, NASDAQ OMX.

“We believe that NASDAQ OMX is the ideal fit for our Investor Relations, Public Relations and Multimedia Solutions businesses,” said Michael Cotter, Global Managing Director of Corporate Services, Thomson Reuters.

The deal is expected to close in the first half of 2013

USA, New York, NY

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Elsevier Announces its Acquisition of the Journal of Choice Modelling

elsevierElsevier has acquired the Journal of Choice Modelling (JOCM). Terms of the deal were not disclosed.

JOCM was founded in 2008 by its editors, Stephane Hess and John Rose, who will remain in charge after the transfer to Elsevier.

The Journal of Choice Modelling publishes theoretical and applied papers in the field of choice modelling. The journal covers topics such as transport and marketing where the analysis of choice behaviour is a topic of interest. While it mainly focuses on the use of discrete choice models, other methods and survey design are also discussed.

Chris Pringle , Executive Publisher at Elsevier said, “Since the Journal of Choice Modelling‘s interests extend from transport into marketing, finance, environmental economics and beyond, its focus on choice modelling nicely complements our existing journals in both economics and transport, in a growth area which we wanted to represent more strongly in our list. JOCM and its editors have a track record of demonstrated success, and we are very happy to have the opportunity to add such a high quality journal to the Elsevier family.”

UK, Oxford & UK, Leeds

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