Merger update: US Department of Justice clears Penguin Random House combination

Previous reporting

random-house-penguinPearson and Bertelsmann have been notified by the US Department of Justice that it has closed its investigation into the proposed merger of Penguin and Random House, without conditions.

The two companies announced their agreement to combine Penguin and Random House in October 2012. The proposed merger is currently under review by the European Commission, the Canadian Competition Bureau and various other antitrust authorities around the world. Pearson and Bertelsmann continue to expect the transaction to close in the second half of 2013, after all necessary approvals have been received.

Following completion, Bertelsmann will own 53% and Pearson 47% of Penguin Random House. It will encompass all of Random House and Penguin Group’s publishing units in the U.S., Canada, the U.K., Australia, New Zealand, India and South Africa, as well as Penguin’s operations in China and Random House’s publishers in Spain and Latin America.

UK, London & Germany, Gütersloh & USA, New York, NY

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Press speculation – John Malone’s Liberty Global is preparing to make a bid for Virgin Media

The press are reporting that John Malone’s Liberty Global is preparing to make a bid for Virgin Media.

Virgin Media has made the following short announcement today.

Virgin MediaVirgin Media Inc. notes the recent press speculation in relation to a possible corporate transaction between Virgin Media Inc. and Liberty Global, Inc. Virgin Media confirms that it is in discussions with Liberty Global, Inc., a leading international cable company, concerning a possible transaction. Any such transaction would be subject to regulatory and other conditions. A further announcement will be made in due course.

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Guardian owner calls off talks over Trader Media

guardian-media-group-logoThe Financial Times is reporting that Guardian Media Group has ended talks with with Apax and other private equity investors over the sale of its 50.1% share of Trader Media Group.

The FT, quoting two people with knowledge of the offer, said that the valuation of £1.2bn including net debt of £600m, was significantly less than GMG had hoped for.

Read the full FT story here

UK, London

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Consortium interested in taking a majority stake in The Sunday People

Sunday+PeopleTrinity Mirror has announced that “it has been approached by a group of investors who have expressed an interest in working with the Group to invest in and develop the Sunday People. ”

The Financial Times reported earlier today that a consortium, headed by former editor of the Sunday Express Sue Douglas and backed by Phoenix Ventures, has proposed taking a majority stake in the Sunday People for £10 million.

The FT say that the consortium want to rename the newspaper “The News of the People” using a masthead similar to the one that was used by “The News of the World”.

UK, London

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Bertelsmann and Pearson in talks about combining their publishing divisions

The FT and others are reporting that Bertelsmann and Pearson are in talks about combining their Penguin and Random House publishing divisions and that the discussions have focused on a merger in which Bertelsmann would have a stake of more than 50 per cent.

Pearson have issued the following statement. “Pearson notes recent media coverage regarding Penguin, its consumer publishing division, and Random House (part of Bertelsmann). Pearson confirms that it is discussing with Bertelsmann a possible combination of Penguin and Random House. The two companies have not reached agreement and there is no certainty that the discussions will lead to a transaction. A further announcement will be made if and when appropriate.”

UK, London & USA, New York, NY

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Mecom to conduct a strategic review including, potentially, further disposals. Tom Toumaziz to step down as CEO

The Board of Mecom Group plc has confirmed that it will be conducting a strategic review to examine all options for maximising shareholder value, including, potentially, further disposals.

Tom Toumaziz is to step down from his position as Chief Executive Officer in September.   Until then and as part of the transition he will assist Stephen Davidson, who will resume his previous role as Executive Chairman, in setting up the strategic review and in other matters.   Mr Toumazis will not be replaced as Group Chief Executive Officer.

The Group is announcing its interim financial results, which the report will be in line with market expectations, on 25th July.

Commenting, Tom Toumazis, said, “When I agreed to join the company in May last year, Mecom was a larger and different group to what it is today.  We had only just received an approach from Gremi to acquire Presspublica and approaches to acquire Edda were still some way off.   Both of these businesses have subsequently been sold, at very attractive valuations. All three of our remaining divisions are run by highly experienced executive teams and the Board and I have concluded that, particularly in light of the strategic review we are announcing today, the divisions will require much less central leadership than would normally be provided by a Group Chief Executive.”

Stephen Davidson, Executive Chairman, said, “Today’s announcement of a review of Mecom’s options is a logical step for the Company in light of the significant recent changes in the operating environment.”

Norway, Oslo & UK, London

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Independent News & Media PLC to explore “strategic options” for its South African operation

Independent News & Media PLC has just announced announced that it has appointed Investec and Canaccord Genuity Hawkpoint to explore a range of strategic options for its South African operation.

According to the announcement, “This process follows informal and unsolicited expressions of interest in respect of INM SA at a time when INM continues to assess a range of strategic options to delever its balance sheet.  No divestment decisions have been taken by the Company.”

Earlier today INM announced that Donal Buggy is to leave the group on 5th October, He will will be replaced as Group Chief Financial Officer by Eamonn O’Kennedy. Eamonn joined INM in 1999 as Group Finance Manager in the Group’s Head Office. In 2007, he was appointed Finance Director of the Group’s Irish operations and was appointed Finance Director of the Island of Ireland operations in 2011.

UK, London & Ireland, Dublin

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Guardian to make redundancies as losses increase

Guardian News & Media, the publisher of the Guardian and the Observer, has asked journalists to consider taking voluntary redundancy after reporting an operating loss of £44.2 million for 2011. The newspapers are looking to save £7 million from the editorial budget this year as part of a five-year plan to save £25 million and to focus more on online publishing by 2016/17.

  • Operating loss grew 42 percent from £33.1 million to £44.2 million ($69 million)
  • Digital revenue growth of 16.3 percent to £45.7 million (making up for lost print revenue)
  • Overall company revenue stayed broadly unchanged from last year at £196.2 million
  • U.S. audience grew 80 percent to 20 million unique monthly readers
  • Total audience grew 38% to 67.8 million unique monthly readers

Editor-in-Chief Alan Rusbridger said: “Having the foresight to start exploring digital platforms as early as 1999 has given us a great foundation on which to build a secure future for the Guardian. This has been an extraordinary year for our journalism, all the more so for having the largest ever audience for our work.”

UK, London

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Facebook may IPO on May 17th and be valued at $100 billion

Facebook is looking to IPO on May 17th according to a report in TechCrunch today. TechCrunch cites “multiple sources close to the company”. The sources say that Facebook will be valued at around $100 billion.

However, the date might change depending on how much time federal regulators need to review Facebook’s recent acquisition of Instagram for $1 billion.

The latest version of the Facebook prospectus, as filed with the SEC is available here.

USA, Menlo Park, CA

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Trinity Mirror secures new financing facilities to August 2015

Trinity Mirror PLC has secured new bank facilities to August 2015 ahead of the expiry of the Group’s bank facility in June 2013. The committed bank facilities are as follows:-

  • a new £110 million bank facility expiring in August 2015. The new facility is available from June 2013 or earlier if the current facility is cancelled. The new facility reduces to £102 million in March 2014 and to £94 million in March 2015.
  • the current £178.5 million bank facility expiring in June 2013 remains undrawn and has been reduced to £135 million with immediate effect.
  • financial covenants attached to the new  facility are a minimum interest cover of 4 times increasing in steps to 5 times from July 2013 and a maximum net debt to EBTIDA ratio of 2.75 times falling in steps to 2.25 times in January 2015. In addition, there is a cash flow covenant requiring a minimum cash flow, before interest, acquisitions and dividends of £40 million.

As part of the refinancing process, the Group reached agreement with the Trustees of the Group’s Pension Schemes to reduce deficit funding payments for 2012, 2013 and 2014 to £10 million per annum, before reverting to normalised funding payments of some £33 million per annum from 2015.

UK, London

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The new bank facility and reduced pension contributions ensure that the Group has sufficient financial flexibility for the foreseeable future.  The cash flow of the Group coupled with the flexibility of the new bank facility ensures the Group can repay £168 million of maturing US$ private placement loan notes which are due as follows:

 

·          June 2012:         £69.7 million

·          October 2013:    £54.5 million

·          June 2014:         £44.2 million

 

As part of the agreement with the Trustees of the Group’s Pension Schemes, additional discretionary payments can be made by the Group during 2012 to 2014 with mandatory additional contributions required over this period in the event:

 

·          EBITDA were to be greater than £145 million for 2012 and 2013 and EBITDA were to be greater than £130 million in 2014. In this instance contribution equal to 50% of the excess would be required to the Pension Schemes;and

·          Dividends were declared and paid by the Group. In this instance contributions equal to the dividend payment would be required to be paid the Pension Schemes.

 

The new bank facility was co-ordinated by The Royal Bank of Scotland plc and Lloyds TSB Bank plc.