Fusion Corporate Partners

Andrew Miller has been appointed chief executive officer of Guardian Media Group. He succeeds Carolyn McCall, who left the Group at the end of June to become chief executive of easyJet. Andrew was previously chief financial officer of GMG and takes up his new position with immediate effect.

Amelia Fawcett, chair of GMG, said: “Andrew is the ideal appointment to this role, following a rigorous recruitment process that produced a very high-quality shortlist of candidates. He has great financial acumen, an intimate understanding of GMG’s portfolio and a full appreciation of our unique purpose and values. He knows how to drive successful digital transformation and has led large-scale financial transactions. Most importantly, he has the ability, desire and vision to lead GMG through the next stage of its development and to ensure a sustainable future for our journalism.”

Andrew Miller said: “It is a great privilege and responsibility to lead Guardian Media Group and to play a key role in supporting the independence of our journalism. While the media sector faces continued change, to which we will need to adapt, our strong portfolio of businesses and investments means we have a solid base from which to move forward.”

Location: UK, London

Ref: F231109-484

Related article – Trinity Mirror plc to acquire GMG Regional Media Posted on February 9, 2010

According to The Sunday Times, Wilmington is in talks to acquire Dod’s Parliamentary Guides and The House Magazine in a deal said to be valued at around £20 million – based on an estimated price per share of 15p. The stock closed on Friday at 10.5p per share. According to The Sunday Times report, due diligence is currently underway and the deal may still be several weeks away.

Dod’s has provided contact and biographical information about and to the Houses of Parliament and the Civil Service since 1832. In 2002 Huveaux PLC acquired Vacher Dod Publishing Ltd. In 2004 Huveaux PLC also acquired Parliamentary Communications Ltd and merged it with Vacher Dod Publishing to form Dod’s Parliamentary Communications. This brought the Vacher Dod books and the House Magazine, the Parliamentary Monitor, Parliament Magazine, Whitehall and Westminster World and ePolitix.com under one imprint. Vacher’s Parliamentary Companion was renamed Vacher’s Quarterly. Famously, in over 173 years Vacher’s has never missed an issue.

Shareholders of Dods include Mike Danson of Progressive Digital Media and former owner of Datamonitor (sold to Informa) and Schroders.

Location: UK, London

Ref: F231109-482

Archant has acquired KOS Media Publishing Limited, in which it has had a minority interest since 2005. the terms of the deal were not disclosed.

KOS Media publishes the Kent on Sunday newspaper, launched in 2002, and a series of free weekly newspapers, magazines and associated websites and mobile products. Its magazines and supplements include the Review lifestyle, entertainment and property guide, Isle Magazine, Visit Kent and Taste of Kent.

The company produces YourkentTV, an internet-based TV service providing regional features, business and sport, plus websites for jobs, property and motors.

The company employs around 70 full-time staff and is based at Smeeth near Ashford in Kent.

Archant Chief Executive, Adrian Jeakings, said: “We are delighted to bring KOS Media fully into our portfolio of regional titles. This acquisition strengthens Archant’s existing presence in Kent and provides a springboard for further investment. We look forward to working with the Managing Director Paul Stannard and his team, to develop this vibrant business.”

KOS MD, Paul Stannard commented: “I am delighted Archant has taken on full ownership of KoS Media. We will benefit from ownership by a large, well financed, independent group with ambitious plans to grow the business.”

Location: UK, Asford, Kent

Ref: F231109-509

Here is one we missed last month. The Ten Alps announcement is below.

Multimedia producer Ten Alps (‘Ten Alps’) (AIM:TAL) announces that it has acquired Grove House Publishing Limited (“Grove House”), a publisher of trade media in the farming sector.
The acquisition fills a key sector gap in Ten Alps’ trade media portfolio. Grove House owns titles including Farm Business, The Agronomist, Pig and Poultry Marketing and Over the Counter, plus related events and database products. Ten Alps plans to migrate the portfolio across online formats during 2010.

Grove House had revenue of £1.3m for the year ended 31 December 2009, with underlying earnings before interest and tax (EBIT) of £200,000. The initial consideration is £741,500, satisfied by the issue of new Ten Alps ordinary shares (“New Shares”). On the basis that Grove House’s net assets are a minimum of £600,000 (of which an element is in cash as at 30 September 2010), a cash payment of up to a maximum of £400,000 will be due in October 2010.

If Grove House reaches an average EBIT of £568,000 (“Target EBIT”) each year for the second and third year following completion, two further payments of £250,000 each will be made in cash and/or shares which is to be mutually agreed, subject to a minimum amount payable of £100,000 over the period. This minimum payment is conditional on Grove House being profitable over those two years. The maximum consideration payable will therefore be £1.64m, which if paid would represent an overall multiple of 2.9 times Target EBIT.

The directors believe that the acquisition offers strong growth prospects for Ten Alps – as a standalone entity, through online migration of its products by Ten Alps, and through benefits from integration into the Group’s central services.

Related Party Transaction

Herald Ventures, across three limited partnerships, owns 53% of the ordinary shares in Grove House. Herald Ventures is managed by Herald Investment Management Limited (Herald). Herald also manages Herald Investment Trust plc which owns 7,485,343 shares in Ten Alps. The acquisition of Grove House is therefore considered a related party transaction under the AIM Rules for Companies. Accordingly, the directors, having consulted with Grant Thornton Corporate Finance (in its capacity as nominated adviser), consider that the terms of the transaction are fair and reasonable insofar as its shareholders are concerned.

In order to satisfy the initial consideration, application has been made for the admission of 3,617,021 New Shares to trading on AIM, which is expected to occur on or about 14 May
2010, and which will rank pari passu with existing ordinary shares in Ten Alps. Following admission to trading of the New Shares, Ten Alps will have an issued share capital
of 73,791,012 ordinary shares of 2 pence each.

Location: UK, London

Ref: F231109-505

Related article – Ten Alps Communications Asia acquires websites, events and publications from RBI Asia Posted February 1, 2010