Comcast and GE receive regulatory clearance for NBC Universal transaction

Comcast and General Electric have received regulatory clearance from the Federal Communications Commission (FCC) and the Department of Justice for the joint venture that will consist of the NBC Universal businesses and Comcast’s cable networks, regional sports networks and certain digital properties. The joint venture will be 51 percent owned by Comcast, 49 percent owned by GE and managed by Comcast. The transaction is expected to be completed by the end of January.

“This is a proud and exciting day for Comcast,” said Brian L. Roberts, Chairman and Chief Executive Officer of Comcast. “We are grateful for the leadership of FCC Chairman Julius Genachowski, Assistant Attorney General Christine Varney, the other FCC Commissioners and their staffs for the months of hard work that went into reviewing an unprecedented number of documents and public comments.”

“The NBC Universal joint venture will be well positioned to compete, innovate, and bring new choices to consumers,” Mr. Roberts continued. “Our original vision for the combination remains intact so that consumers will benefit, and our competitors will be treated fairly. We are pleased that many of the voluntary commitments we proposed beginning the day the transaction was announced and continuing throughout the process have been incorporated into the FCC’s Order.”

Under the terms of the transaction, GE will contribute to the joint venture NBC Universal’s businesses, including its cable networks, filmed entertainment, televised entertainment, theme parks and unconsolidated investments. Comcast will contribute its cable networks, including E!, Versus and the Golf Channel, its regional sports networks and certain digital media properties, and make a payment to GE subject to certain adjustments based on various events between signing and closing.

GE Chairman and CEO Jeff Immelt said, “NBCU has been a great business for GE over the past 20 years, generating an average annual return of 11 percent. Reducing our ownership stake from 80 percent to 49 percent allows GE to continue sharing in NBCU’s growth while also providing significant cash to invest in our high-technology infrastructure businesses, growing an attractive dividend, and continuing our buyback program. This transaction will have generated approximately $8 billion of cash at closing with an expected small after-tax gain. We are confident the NBCU team will continue to be in good hands under Brian Roberts, Steve Burke and the Comcast team’s leadership.”

“Bringing the legendary assets of NBC Universal together with the content assets and technology expertise of Comcast will create many new opportunities for consumers. The combination of these assets will allow us to bring the future of anytime, anywhere media faster to consumers in America and around the globe,” said Steve Burke, who will become Chief Executive Officer of NBC Universal at the official close of the transaction.
Additional information regarding the transaction can be found at http://www.comcast.com/nbcutransaction.

USA, Philadelphia, PA & Fairfield, CT

Pearson acquires TutorVista – Expands Pearson’s education business in India

Pearson has agreed to increase its shareholding in Indian education business TutorVista to a controlling 76% stake for a consideration of $127m.  Pearson acquired a minority stake in TutorVista in June 2009 and this transaction takes Pearson’s total equity investment in the company to approximately $139m.

TutorVista was founded in 2005 by Krishnan Ganesh and is headquartered in Bangalore. India’s government currently invests $40bn each year or three per cent of GDP in education, while Indian consumers spend more than $40bn on private educational institutions and services. Both segments of the market are growing rapidly as a result of government commitment to increase the quality of and access to learning opportunities as a means of sustaining economic growth and reducing poverty.

TutorVista will be integrated into the Pearson education business in India. Pearson expects the acquisition to enhance Pearson’s adjusted earnings per share and return on invested capital in 2012, its first full year.

Marjorie Scardino, Pearson’s chief executive, said: “TutorVista is an innovative and effective education company that we have worked with and respected for several years. This acquisition – which we believe is the largest transaction in education in India by any company – signals our excitement about the vitality of India’s education sector.”

India, Bangalore

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Google acquires eBook Technologies

Google has just acquired eBook Technologies, according to a notice on the eBook Technologies homepage. Here is the notice:

“eBook Technologies, Inc. is excited to announce that we have been acquired by Google. Working together with Google will further our commitment to providing a first-class reading experience on emerging tablets, e-readers and other portable devices.”

The business was founded by former business and technology managers from the Gemstar eBook Group. John Rivlin, CEO  was previously the Senior Vice President of Technology for Gemstar-TV Guide. Garth Conboy, President, was previously the General Manager and Vice President Software Engineering for the Gemstar eBook Group.

According to their websited (cached page), “eBook Technologies provides the leading end-to-end electronic book platform offering a full range of eBook products and services that are unrivaled in the marketplace. Unlike other players, the company has both deep industry knowledge and the end-to-end technology components to support the entire electronic book publishing value chain: content acquisition, conversion, wholesaling and retailing.”

Google have issued the following statement, “We are happy to welcome eBook Technologies’ team to Google. Together, we hope to deliver richer reading experiences on tablets, electronic readers and other portable devices.”

USA, La Jolla, CA

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Thomson Reuters acquires LRP Publications’ Public Employment Group and Bankruptcy/Banking Products Group.

Thomson Reuters has acquired LRP Publications’ Public Employment Group and Bankruptcy/Banking Products Group.

LRP Publications, founded in 1977 by Kenneth Kahn, is a leading supplier of print and online publications for legal, government, educational, and business professionals.  LRP’s resources include case reporters offering legal case law summary and analysis, as well as hundreds of newsletters, books and videos.

LRP will continue to focus on its products for the education community and federal government managers. LRP Publications was advised by Berkery Noyes.

USA, Palm Beach Gardens, FL

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MedTech Media sold to Healthcare Information and Management System Society

MedTech Media’s founder Neil Rouda has sold MedTech Media to Healthcare Information and Management System Society (HIMSS).

HIMSS has been a partner of MedTech Media since it was founded in 2003. As part of the deal, MedTech will begin publishing Government Health IT in 2011. Editorial decisions of MedTech’s publications, Healthcare IT News and Healthcare Finance News, will remain independent and MedTech will continue to produce HIMSS Daily Insider, the HIMSS Expo Yellow Pages, the HIMSS Resource Guide and other annual conference-related publications and products.

“HIMSS’ interest in our company reflects well on the talents and dedication of the people who work at MedTech. We owe our success to our partnership with HIMSS, to the industry we cover, but most of all, to our hardworking employees,” Mr. Rouda said.

MedTech’s management team, led by current President, Jack Beaudoin, will maintain significant ownership in the company.

“Going forward, it is my expectation that the activities of HIMSS and MedTech, while continuing to be run through separate companies, will support mutual growth and our ability to drive improvement and transformation in healthcare through information technology,” said HIMSS president and CEO, H. Stephen Lieber, CAE.

Berkery, Noyes & Co assisted in negotiations and acted as exclusive financial advisor to MedTech Media’s founder and selling shareholder Neil Rouda.

USA, New Gloucester, ME & Chicago, IL

Playboy Enterprises agrees to ‘Go-Private’ transaction at $6.15 per share

Playboy Enterprises has entered into a definitive agreement with Icon Acquisition Holdings, a limited partnership controlled by Hugh M. Hefner, to take the company private for $6.15 per share.  

The $6.15 price represents a 18.3% premium over the closing price Friday, January 7, 2011, of PLA and a 56.1% premium over the closing price on July 9, 2010, the last trading day before the proposal was first announced.  

The purchaser, Icon Acquisition Holdings L.P., has obtained equity commitments for the transaction from an affiliate of Rizvi Traverse Management and a debt commitment for the transaction from affiliates of Jefferies & Company, Inc.

Mr. Hefner said:  “With the completion of this transaction, Playboy will come full circle, returning to its roots as a private company.  The brand resonates today as clearly as at any time in its 57-year history. I believe this agreement will give us the resources and flexibility to return Playboy to its unique position and to further expand our business around the world.”  

Sol Rosenthal, Chairman of the Special Committee of Playboy’s Board of Directors, said:  “The Special Committee and the Board have determined that the transaction is advisable, fair to and in the best interests of the Company’s public stockholders.”  

Playboy CEO Scott Flanders will remain with the company in his current position and maintain a significant equity investment in Playboy.  “Our strategy is to transform Playboy into a brand management company,” Flanders said.  “This transaction will advance our efforts by strengthening our balance sheet and streamlining our operations, while creating opportunities to participate in new ventures.  I am excited about the future, and I look forward to working with our new partners as we guide Playboy into the next era.”

Under the terms of the transaction, the purchaser will offer to acquire all of PEI’s outstanding shares of Class A voting (PLAA) and Class B non-voting (PLA) common stock that Mr. Hefner and his affiliates do not own for $6.15 per share in cash.  Through Mr. Hefner’s trusts, Mr. Hefner controls approximately 69.5% of the Class A shares and 27.7% of the Class B shares.  In connection with the transaction, Mr. Hefner has agreed to transfer all shares to the purchaser and not to tender such shares in the offer.  

The purchaser expects to commence the tender offer no later than January 21, 2011.  

Lazard is acting as financial advisor and Skadden, Arps, Slate, Meagher & Flom is acting as legal counsel to Playboy Enterprises. Raine Securities LLC is acting as financial advisor and Kaye Scholer LLP is acting as legal counsel to the Special Committee. Moelis & Company LLC is acting as financial advisor and Munger, Tolles & Olson LLP is acting as legal counsel to Mr. Hefner.  Jefferies & Company, Inc. is acting as financial advisor and Sheppard, Mullin, Richter & Hampton LLP is acting as legal counsel to Rizvi Traverse.

USA, Chicago, IL

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Chicago Tribune Media Group acquires Naperville Magazine

Chicago Tribune Media Group has acquired Naperville Magazine from Oster Communications LLC.  Naperville Magazine was launched in 2005 and is a controlled distribution, monthly publication with a circulation of 30,000.  With a focus on health, fitness, style, restaurant reviews and home features, it is the premier community lifestyle magazine dedicated specifically to Naperville area.  

“We are thrilled to be part of the Chicago Tribune Media Group.  The synergies we will generate will drive more value and service to the Naperville community,” said Leah Rippe, Publisher of Naperville Magazine.

Leah will report to Rich Gamble, who adds Naperville Magazine his current responsibilities as Publisher & General Manager of Chicago magazine. “This is a great addition to our portfolio,” said Gamble.  “We’re excited to extend our reach in this important suburban area. Naperville is a great complement to our existing offerings and provides new targeted solutions for our advertisers looking to reach an affluent, educated and active audience.”  

USA, Chicago, IL

Research shows smaller buyouts bounce back in 2010

Source – Lyceum Capital and Cass Business School

The total value of smaller private equity buyouts completed during 2010 rose to over £2.5billion, a 150 per cent increase on 2009 levels, according to data from The UK Growth Buyout Dashboard.

The quarterly trend analysis of private equity transactions in the £10 million to £100 million segment produced by Lyceum Capital and Cass Business School shows 68 companies raised an estimated £2,504 million of buyout funding in 2010. This compares with 34 transactions and £1,045 million of funding during the previous 12 months.
The figures provide further evidence that increasing numbers of successful SMEs are seeking private equity investors’ capital and expertise to drive their post-recession expansion plans.

Commenting on the report, Andrew Aylwin, Partner at Lyceum Capital, said: “The long-term investment outlook is positive. There is a bed-rock of SMEs requiring capital to consolidate their performance and complete the transformation into more mature, high-growth enterprises. This growth will ensure the lower mid-market continues to be a highly attractive asset class for private equity investment that is capable of creating consistently strong returns for investors.”

To go to The UK Growth Buyout Dashboard click here

ProQuest acquires ebrary

ProQuest has acquired e-book pioneer ebrary.  The agreement will marry both companies’ user-centric technologies and add a growing pool of a quarter-million e-books to ProQuest’s content offerings.  The combined collection will enable users to search seamlessly across multiple formats – books, journals, dissertations, newspapers, video, and more – and across eight centuries of the world’s knowledge.  

“This is a game-changer for global research,” said Marty Kahn, ProQuest CEO.  “While a natural next step has been to enhance e-book discovery for ProQuest platform users, there’s also far greater potential here.  We’re primed for imaginative technology mash-ups that will energize users and accelerate the knowledge industry.  The creative minds and deft technologists of ebrary are a welcome and fitting addition to our future-oriented business.”  

Founded in Palo Alto in 1999, ebrary is a fast growing leader in the rapidly evolving e-book industry, having increased its 2010 revenue by more than 30 percent over the previous year.

ProQuest plans continued investment in ebrary’s popular products and services for the academic, corporate, and public library markets including Academic Complete™ the company’s flagship product.  ProQuest will also expand ebrary’s selection of research tools and ability to support new e-book devices as well as broadening language coverage from its current support of major European languages to include Chinese, Arabic and others.  Further, the company will accelerate the indexing of e-book content on its own platform where books offered by ebrary will be searchable along with ProQuest’s research content.   

ebrary founders Christopher Warnock and Kevin Sayar will remain to lead the business in its Palo Alto headquarters.  

“ebrary is extremely excited to become a part of ProQuest,” said Christopher Warnock, CEO of ebrary.  “There is tremendous synergy between our products and services as well as our teams.  Together, we know that we can provide best-of-kind services to libraries worldwide and the users they serve.”

“This is the next chapter for ebrary,” said Kevin Sayar, ebrary President.  “We are happy to be part of an organization with a broad range of strengths and we’re looking forward to collaborating in ways that will inspire entirely new information solutions and captivate new users.”

USA, Ann Arbor, MI & Palo Alto, CA

US information industry M&A report shows deal value and volume Up 36%

Berkery Noyes has released its 2010 Information Market M&A Trends Report. The report analyses merger and acquisition activity in the US Information Industry in 2010 and compares it with activity in the three previous years.

Highlights

  • Transaction volume in 2010 surpassed 2009 by 36 percent, climbing to 2,046 transactions.
  • Transaction value has increased by 36 percent as well, with $112 billion in aggregate acquisition value.
  • The median revenue and EBITDA multiple both increased over 2009, with the revenue multiple rising to 1.8 and the EBITDA multiple to 11.2, a 29 percent increase over the 8.7 of 2009.

“Multiples have started to make a return to pre-crisis levels,” said James Berkery, CIO of Berkery Noyes. “There are more deals happening and there are higher valuations. While we’re not at the levels we saw in 2007, I think we’re well on the road to recovery.”

Strategic acquirers have been the most common acquirer in the industry, yet financially sponsored transactions rose 39 percent by value over 2009 while losing 2 percent in volume over 2009. This trend of larger financially sponsored transactions is further evidenced by two of the top seven deals by value this year being made by financial acquirers: Interactive data Corporation’s acquisition by Warbug Pincus and Silver Lake Partners for $3.2 billion and Visma ASA’s acquisition by Kohlberg Kravis Roberts & Co. for $1.9 billion.

Google was not only the most active buyer in the information industry in 2010, with 28 acquisitions, but was also the most active buyer from 2007 through 2010, with 48 transactions during that time.

The largest transaction in 2010 was Intel Corporation’s announced acquisition of McAfee, Inc., for $7.55 billion.

To view the full report click here:

USA, New York, NY

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