Disney to acquire Lucasfilm Ltd

October 31, 2012 — Fusion DigiNet

The Walt Disney Company is acquiring Star Wars film maker Lucasfilm Ltd. in a stock and cash transaction. Lucasfilm is 100% owned by Lucasfilm Chairman and Founder, George Lucas.

Under the terms of the agreement and based on the closing price of Disney stock on October 26, 2012, the transaction value is $4.05 billion, with Disney paying approximately half of the consideration in cash and issuing approximately 40 million shares at closing. The final consideration will be subject to customary post-closing balance sheet adjustments.

“Lucasfilm reflects the extraordinary passion, vision, and storytelling of its founder, George Lucas,” said Robert A. Iger, Chairman and Chief Executive Officer of The Walt Disney Company. “This transaction combines a world-class portfolio of content including Star Wars, one of the greatest family entertainment franchises of all time, with Disney’s unique and unparalleled creativity across multiple platforms, businesses, and markets to generate sustained growth and drive significant long-term value.”

Kathleen Kennedy, current Co-Chairman of Lucasfilm, will become President of Lucasfilm, reporting to Walt Disney Studios Chairman Alan Horn. Additionally she will serve as the brand manager for Star Wars. Ms. Kennedy will serve as executive producer on new Star Wars feature films, with George Lucas serving as creative consultant. Star Wars Episode 7 is targeted for release in 2015, with more feature films expected follow. Star Wars feature films have earned a total of $4.4 billion in global box office to date

USA, Burbank, CA & San Francisco, CA

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Pearson and Bertelsmann agree Penguin and Random House merger

October 29, 2012 — Fusion DigiNet

Pearson and Bertelsmann have agreed combine Penguin and Random House. The possibility of the merger was reported in the media last week and over the weekend it was also reported that a possible cash offer from News Corp was rejected.

Under the terms of the agreement, Penguin and Random House will combine their businesses in a newly-created joint venture named Penguin Random House. Bertelsmann will own 53% of the joint venture and Pearson will own 47%. The joint venture will exclude Bertelsmann’s trade publishing business in Germany and Pearson will retain rights to use the Penguin brand in education markets worldwide.

Bertelsmann will nominate five directors to the Board of Penguin Random House and Pearson will nominate four. John Makinson, currently chairman and chief executive of Penguin, will be chairman of Penguin Random House and Markus Dohle, currently chief executive of Random House, will be its chief executive.

The new organisation will generate synergies from shared resources such as warehousing, distribution, printing and central functions. Pearson and Bertelsmann intend that the combined organisation’s level of organic investment in authors and new product models will exceed the total investment of Penguin and Random House as independent publishing houses.

The combination is subject to customary regulatory and other approvals, including merger control clearances, and is expected to complete in the second half of 2013.

In 2011, Random House reported revenues of €1.7bn (£1.48bn) and operating profit of €185m (£161m). Penguin reported revenues of £1.0bn and operating profit of £111m with total assets of £1.0bn. After completion, Pearson will report its 47% share of profit after tax from the joint venture as an associate in its consolidated income statement.

Under the terms of the agreement, neither Pearson nor Bertelsmann may sell any part of their shareholding in Penguin Random House for three years. To protect Pearson’s interests as a minority shareholder, if Bertelsmann declines a Pearson offer to sell its entire shareholding, Pearson may require a recapitalisation by which Penguin Random House raises debt of up to 3.5x EBITDA, with a dividend distributed to shareholders in line with their ownership. In addition, from five years after completion, either partner may require an IPO of Penguin Random House.

Marjorie Scardino, chief executive of Pearson, said: “Penguin is a successful, highly-respected and much-loved part of Pearson. This combination with Random House – a company with an almost perfect match of Penguin’s culture, standards and commitment to publishing excellence – will greatly enhance its fortunes and its opportunities. Together, the two publishers will be able to share a large part of their costs, to invest more for their author and reader constituencies and to be more adventurous in trying new models in this exciting, fast-moving world of digital books and digital readers.”

Thomas Rabe, chairman and CEO of Bertelsmann, said: “With this planned combination, Bertelsmann and Pearson create the best course for new growth for our world-renowned trade-book publishers, to enable them to publish even more effectively across traditional and emerging formats and distribution channels.It will build on our publishing tradition, offering an extraordinary diversity of publishing opportunities for authors, agents, booksellers, and readers, together with unequalled support and resources.”

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

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The Carlyle Group completes its acquisition of Getty Images for around $3.3 billion.

October 26, 2012 — Fusion DigiNet

The Carlyle Group has completed its acquisition of Getty Images in a transaction valued at approximately $3.3 billion.

With the completion of the transaction, The Carlyle Group has acquired a controlling stake in Getty Images. Getty Images Co-Founder and Chairman Mark Getty and the Getty family have rolled substantially all of their ownership interests into the acquisition. Getty Images management, including Co-Founder and Chief Executive Officer Jonathan Klein, has invested significant equity in the company.

“We are pleased to announce the completion of this transaction in partnership with The Carlyle Group,” said Jonathan Klein, Co-Founder and Chief Executive Officer of Getty Images. “The Carlyle Group’s global resources and network will be a great help to us as we move Getty Images forward into the next phase of our development and growth.”

Eliot Merrill, Managing Director of The Carlyle Group, said, “In the last seventeen years, Getty Images has established itself as a leading digital media company and a business steeped in innovation. We look forward to partnering with Getty Images’ experienced and talented management team in expanding the company’s global footprint.”

Carlyle Partners V, L.P. a $13.7 billion U.S. buyout fund, provided equity financing for the investment. J.P. Morgan, Barclays, Credit Suisse, Goldman, Sachs & Co, HSBC, Nomura and RBC Capital Markets provided debt financing for the transaction.

USA, Washington, DC & Seattle, WA

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Yelp Acquires Qype

October 26, 2012 — Fusion DigiNet

Yelp Inc. has acquired Qype, Europe’s largest local reviews site, for approximately €18.6 million and 970,000 shares of Yelp’s Class A common stock, for a total purchase price of approximately $50 million USD. Qype is headquartered in Germany, with operations also in the United Kingdom. The acquisition will be recorded in Yelp’s fourth quarter and 2012 year-end financial statements.

“I am excited to welcome Qype’s employees and users to Yelp. We have built a solid foundation in Europe and this acquisition should significantly increase our international presence. With its strong local content in key markets like Germany and the United Kingdom, we believe that Qype will help Yelp become the de facto choice for local search in those markets,” said Jeremy Stoppelman, Yelp co-founder and chief executive officer. “Qype’s established European sales force will also bring more local business owners into the Yelp ecosystem, which in turn will bolster our mission to connect people with great local businesses all over the world.”

Yelp has also reported preliminary financial results for the third quarter ended September 30, 2012. Revenue for the third quarter 2012 is expected to be approximately $36.4 million, net loss for the quarter 2012 is expected to be approximately $2.0 million, and Adjusted EBITDA is expected to be approximately $2.2 million. Yelp will announce additional financial results for the third quarter on Thursday, November 1, 2012, and at that time will provide fourth quarter 2012 guidance and updated full year guidance.

USA, San Francisco, CA & Germany, Hamburg

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Gannett acquires Rovion

October 26, 2012 — Fusion DigiNet

Gannett Co., Inc. has acquired Rovion, a Boston-based, a rich media advertising company, which is owned by Local Corporation. Rovion’s primary product, Ad Composer, includes a self-service technology platform that enables the full development and deployment of rich media and mobile HTML5 ads without requiring coding expertise.

Advertisers and agencies are increasingly demanding mobile rich media ad solutions and self-service ad creation tools, and the Rovion acquisition will enable Gannett’s PointRoll, a leading provider of digital marketing solutions and technology, to expand their mobile and self-service platform capabilities.

Rovion will be part of the Gannett Digital organization under PointRoll, with all Gannett divisions leveraging the Rovion platform capabilities.

USA, McLean, VA & Boston, MA

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Sale of PriceGrabber and North America online lead generation activities for up to $110M

October 26, 2012 — Fusion DigiNet

Experian has completed the sale of its price comparison shopping business (PriceGrabber) and its North America online lead generation activities (LowerMyBills and ClassesUSA) to the management team of those businesses.

The gross consideration is $80 million, consisting of US$2m cash at closing and a US$78m loan note. In addition further consideration is available to Experian if defined profit targets are achieved over time and in certain other circumstances, up to a fully inclusive total of US$110m. In respect of the transaction, Experian expects to realise cash tax relief of approximately US$120m over the next two years.

Last month a $175m deal with Ybrant Digital, a marketing company based in Hyderabad, to buy PriceGrabber and LowerMyBills fell through.

Don Robert, Chief Executive of Experian said:

“Over the past four years, we have focused our strategy on extending our global lead in credit information and analytics, digital marketing services and consumer services. As part of that process, we designated PriceGrabber and the lead generation activities as non-core operations, believing that they would be best developed by an independent owner. We thank all our friends and colleagues at these businesses for their support over the years and wish them every future success.”

For the year ended 31 March 2012, revenues for the businesses sold were US$283m and EBIT was US$20m.

UK, London & USA, Los Angeles, CA

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East Oregonian Publishing Co. acquires Oregon Coast Today

October 19, 2012 — Fusion DigiNet

East Oregonian Publishing Co. has acquired the weekly newspaper Oregon Coast Today from OreAd Media Inc. Terms of the deal were not disclosed.

Steve Forrester, president and chief executive officer of East Oregonian Publishing Co., said: “Oregon Coast Today is a perfect companion to our weekly Coast Weekend publication and our annual magazine, Our Coast. Our company is pleased to have this opportunity to serve visitors to the central coast of Oregon. We are grateful to Dave and Niki Price for their considerable talent in creating Oregon Coast Today.”

Oregon Coast Today will continue to operate independently with its own news staff and advertising representatives.

USA, Salem, OR

 

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NewsCred acquires Daylife

October 18, 2012 — Fusion DigiNet

NewsCred, the content marketing and syndication platform, has acquired Daylife, a producer of cloud-publishing tools. NewsCred will continue to invest in, support and enhance the current Daylife cloud publishing products under the NewsCred brand. Terms of the deal were not disclosed.

Shafqat Islam, Chief Executive Office of NewsCred said, “Daylife has long been a pioneer and has led the market with their innovative tools. Their customers rave about the quality of their technology products, and the resulting gains in engagement and operating efficiencies. They were early innovators in the content technology space, so it’s exciting that we can join forces and cement NewsCred’s place as the leading content marketing and syndication platform.  The combination of our licensed content, with Daylife’s cutting-edge tools, enables us to provide even more value to existing clients as they engage and grow their audiences with unique, fully-integrated, on-demand content experiences. We are also excited to deepen our relationship with Getty Images through this acquisition.

All Daylife employees are expected to transfer to NewsCred.

USA, New York, NY

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Markit acquires securities lending analystics specialist Data Explorers

October 18, 2012 — Fusion DigiNet

Markit, a global financial information services company, has acquired Data Explorers, a provider of global securities lending data, from mid-market private equity firm Bowmark Capital. Terms of the deal were not disclosed.

Data Explorers’ data set, which covers $12 trillion of securities in the lending programmes of over 20,000 institutional funds, provides a comprehensive view of short interest data and institutional fund activity across all market sectors. It is used by beneficial owners, custodians, agent lenders, prime brokers and asset managers to help inform investment decisions, manage risk and produce independent benchmarks.

The acquisition comes as the new regulatory environment is changing the dynamics of the securities financing markets. By combining Data Explorers’ data set with its own products and services, Markit will be able to develop new offerings allowing clients to optimise their use of collateral. Markit will also develop products for equity market participants in the ETF, dividend forecasting and quantitative research areas to complement its existing services.

Lance Uggla, CEO of Markit, said: “Markit’s acquisition of Data Explorers represents a logical extension to our existing data, research and analytics for the equity markets and complements our extensive fixed income offering. Our global distribution capabilities and robust technology infrastructure put us in a strong position to develop a compelling offering for our combined customer base globally.”

Donal Smith, CEO of Data Explorers, said: “With support from Bowmark Capital, Data Explorers has achieved fantastic growth over the last four years. We have more than doubled revenues and tripled profitability with new product innovation and expansion into Europe, North America and Asia. Data Explorers is now the leading provider of data and analytics to the entire securities finance market from agent lenders through to hedge funds and our services are a great fit with those offered by Markit.”

Data Explorers was established in 2002 and has offices in New York, London, Edinburgh and Hong Kong.

USA, New York, NY & UK, London

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Market data business Markit raises $250 million for a 7.5% equity stake Posted on February 4, 2010

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October 16, 2012 — Fusion DigiNet

TripAdvisor, has acquired Wanderfly, a travel recommendation search engine. Terms of the deal were not disclosed.

“The Wanderfly team understands the value in social travel planning,” said Steve Kaufer , co-founder and CEO TripAdvisor. “They’re a great asset as we continue our developments in this area and I am delighted to welcome them to TripAdvisor.”

USA, Newton, MA

 

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