McGraw-Hill Education to acquire a 20 percent equity stake in Area9 Aps

McgrawhilleducationMcGraw-Hill Education is to acquire a 20 percent equity stake in Area9 Aps, the Denmark-based adaptive learning company. Terms of the deal were not disclosed.

McGraw-Hill Education’s equity investment in Area9 marks the culmination of a longstanding relationship between the two companies. Since 2007, McGraw-Hill Education and Area9 have worked together to develop products that deliver personalised learning experiences by using adaptive technology to continually assess students’ knowledge and skill levels and design study paths that bolster students’ understanding in the areas where they need to improve the most. By allowing students to focus their outside-of-class study time on the area-9topics and concepts that are most challenging to them, McGraw-Hill Education’s adaptive solutions have been shown to help students study more efficiently, develop greater proficiency and earn better grades. As part of the agreement, McGraw-Hill Education and Area9 will work together to develop new adaptive learning products, both within and outside the higher education market.

“At McGraw-Hill Education, we have a passion for teaching and learning, and we believe that delivering personalized experiences through adaptive technology is a key ingredient to teaching and learning success,” said Brian Kibby, president of McGraw-Hill Higher Education. “Through our investment in Area9, we’re working to create more deeply integrated teaching and learning experiences that we  see as a central element in the future of education.”

Founded in 2006 by Dr. Ulrik Juul Christensen, Area9 develops technologies that fix the gaps in helping people learn with the goal of finding a better way of delivering training and education. Area9’s roots trace back to the early 1990s, when at the Danish Institute for Medical Simulation Dr.Christensen began to see how adaptive technology could improve the inefficiencies in medical training. Through years of research and development, Dr. Christensen and Area9 realized that adaptive technologies could be developed to make learning more effective and efficient for students everywhere.

USA, New York, NY & Denmark, Copenhagen

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Yahoo! acquires snip.it

YahooYahoo! has acquired snip.it, a digital scrapbooking site.

This is the third acquisition since Marissa Mayer became CEO last year. In October, Yahoo! acquired Stamped, a New York-based mobile startup that allows consumers to share information about favorite restaurants and music on their smartphones. In December Yahoo! acquired video chat company OnTheAir. Both the previous acquisitions were made by Yahoo’s mobile group.snipit

Terms of the deal were not disclosed. AllThingsD reported that “Yahoo is paying “mid teens” of millions of dollars for the company”

See the announcement at snip.it’s website here.

USA, Sunnydale, CA

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InterMedia Partners and Azteca Acquisition Corporation to merge their Spanish-language media companies

intermediaInterMedia Partners are to merge Cine Latino and InterMedia Español Holdings, which includes WAPA America and WAPA TV, with Azteca Acquisition Corporation in a transaction valued at approximately $400 million. InterMedia currently owns Cinelatino with Cinema Aeropuerto, S.A. de C.V., an indirect, wholly-owned subsidiary of Grupo MVS, S.A. de C.V., and James McNamara. The new company will be called Hemisphere Media Group, and will be a pure-play U.S. Hispanic TV/cable networks and content platform.

Following completion, Peter Kern, Managing Partner of InterMedia, will serve as Chairman of Hemisphere cinelatinoMedia Group. Alan J. Sokol, Senior Partner of InterMedia will become Chief Executive Officer. Craig Fischer, who works with Sokol at InterMedia, will become Chief Financial Officer. Gabriel Brener, CEO of Azteca Acquisition Corporation, and Sokol will become Directors of the new company.

Hemisphere will be headquartered in Miami, Florida.

Summary of the transaction

Under the terms of the proposed business combination, Azteca, WAPA and Cinelatino will each become indirect wholly-owned subsidiaries of Hemisphere. Pursuant to the Merger Agreement,

  • each share of Azteca common stock will be converted into one share of Hemisphere Class A common stock (which will be entitled to one vote per share);
  • the outstanding membership interests of WAPA and the outstanding common shares of Cinelatino common stock will be converted into an aggregate of 30.0 million shares of Hemisphere Class B common stock (which will be entitled to ten votes per share), valued at approximately $300 million, plus an additional 3.0 million shares of Hemisphere Class B common stock subject to certain forfeiture provisions if the market price of Hemisphere Class A common stock does not reach certain levels, and $5 million in cash;
  • 250,000 shares of Azteca common stock held by certain Azteca officers will be cancelled and an additional 250,000 shares held by the Azteca sponsor will be subject to forfeiture if the market price of Hemisphere Class A common stock does not reach certain levels; and
  • in exchange for cash consideration, all current holders of Azteca’s warrants will be asked to amend their warrants such that there will be approximately 50% less Hemisphere Class A common stock issued upon warrant exercise.

The Hemisphere Class A common stock and Hemisphere Class B common stock issued in the business combination will have the same rights and obligations, except that Hemisphere Class A common stock will be entitled to one vote per share while the Hemisphere Class B common stock will be entitled to ten votes per share. Assuming no redemptions by Azteca stockholders and no repurchases by Azteca of Azteca common stock from the public stockholders, immediately following the consummation of the business combination, current Azteca stockholders (including Azteca’s founders) will own approximately 27% of Hemisphere and the WAPA Member and Cinelatino stockholders will own, together, approximately 73% of Hemisphere immediately following the closing (excluding the shares subject to forfeiture provisions and Azteca warrants).

Hemisphere intends to apply for listing of the shares of Hemisphere Class A common stock on the NASDAQ Capital Market.

Deutsche Bank Securities Inc. and Maxim Group LLC are acting as capital markets and financial advisors to Azteca Acquisition Corporation. Morgan Stanley & Co. LLC is acting as financial advisor to InterMedia Partners. Greenberg Traurig, LLP is acting as legal advisor to Azteca Acquisition Corporation, and Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as legal advisor to InterMedia Partners. Stan Budeshtsky is acting as a consultant to Azteca Acquisition Corporation.

USA, New York, NY & Miami, FL

 

Performance Marketing Brands acquires Pushpins

pmbUS shopping programs business Performance Marketing Brands has acquired Pushpins. Pushpins is a free iOS application that offers grocery shoppers digital coupons at over 6,000 stores and weekly specials at over 50,000 stores, as well as easy access to nutritional information and an intelligent shopping assistant.

Pushpins’ technology integrates with customer loyalty cards, so coupons get automatically deducted during grocery store purchases at the checkout. pushpins

“Expanding into grocery categories is a great way for us to expand opportunities for our members to save with coupons, deals and cash back every time they shop,” said Kevin H. Johnson, CEO of Performance Marketing Brands. “The Pushpins application provides a wonderful tool for consumers to shop smarter.”

Pushpins was founded in 2010 by Co-Founders Jason Gurwin, CEO, and Peter Michailidis, CMO. The two entrepreneurs previously built entertainment and point-of-sale systems

USA, San Francisco, CA & Palo Alto, CA

Manchester United acquires BskyB’s One-Third Stake in MUTV

mutv1Manchester United has acquired the one-third minority equity stake in Manchester United Television from BskyB . MUTV is now a wholly-owned group subsidiary. MUTV employs approximately

60 staff and currently operates from offices in central Manchester, a studio at Carrington (the Club’s training ground) and from facilities within Old Trafford stadium.

MUTV was launched in 1998 as a three-way joint venture, with UK broadcasters ITV and Sky as equal partners. Since then, MUTV has developed considerable in-house expertise and Manchester United bought ITV’s one-third equity stake in November 2007.

Richard Arnold, Commercial Director of Manchester United, said, “The acquisition of Sky’s stake is great news for all of our fans who watch us around the globe, MUTV, its staff and the Club. We look forward to continuing to enhance our media proposition and distribution capabilities in the years to come; and delivering some of the best and most compelling content to our 659m followers.”

UK, Manchester

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WPP acquires digital agency Salmon

wppWPP has acquired Okam Limited, the holding company of the Salmon Group. Terms of the deal were not disclosed.

Salmon provides digital consulting, design, delivery and support services to retail, wholesale and manufacturing brands including Akzo Nobel, Argos, Game, Halfords, Kiddicare, Morrisons, Selfridges and Premier Farnell.

Salmon’s consolidated unaudited revenues for the year ended 31 October 2012 were £34.3 million, with gross assets as at the same date Salmonof £11.3 million.

With a worldwide workforce of 420 people, Salmon was founded in 1989 and operates from offices in the UK, in China and in Australia.  Salmon will continue to operate as an independent and stand-alone brand within WPP and be led by CEO Neil Stewart.

Commenting on the arrival of Salmon, Sir Martin Sorrell, CEO of WPP, said “The application of technology to marketing continues to accelerate, not least in the retail market and success requires close collaboration between our clients’ marketing and sales organisations and their IT organisation. Close collaboration between Salmon and WPP’s other agencies will allow WPP to bring clients a tightly-integrated solution across both marketing and technology and help both the CMO and CIO deliver customer-centric multi-channel solutions – yet another example of where CMO and CIO have to work together.”

UK, London

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Pearson trading update – continuing tough market conditions

Pearson2Pearson has provided a January trading update. They will report preliminary results for 2012 on 25 February 2013.

See below:

In general, Pearson’s businesses continue to face tough market conditions and structural industry change which we see continuing into 2013. The company continues to gain share in key markets and to benefit from its investments in digital services and developing economies.

Market conditions remained weak, as expected, in the key fourth-quarter selling season for higher education, consumer publishing and corporate advertising. For 2012 as a whole we expect to report good revenue growth at constant exchange rates, operating profit of approximately £935m (broadly level at CER), adjusted earnings of approximately 84p per share and cash conversion of close to 90%. The 2012 results will reflect the absence of a profit contribution from FTSE International (£20m of operating profit and 2.2p of EPS in 2011) and the impact of the radically-changed trading environment for Pearson in Practice, which led to the recent decision to plan to exit that business.

Our North American education business will report modest revenue growth at constant exchange rates, indicating another year of significant market share gains in North America. 2012 was a particularly tough year for the US educational materials industry, with net sales for the combined US School and Higher Education publishing industries declining by 11% in the first 11 months of the year, according to the AAP. Our services and digital learning revenues continued to grow rapidly and we benefited from a strong performance from recent acquisitions and tight cost control.

Our International education business will report double digit sales growth at constant exchange rates as we continued to perform well in developing markets, assessment and English Language Teaching. School publishing markets remained generally subdued as a result of macroeconomic pressure and weak government funding in developed markets. Margins will be level with 2011 as we continue to invest to build scale, particularly in developing markets.

Our Professional education business will report operating profits significantly lower than in 2011. We have achieved good growth once again in professional testing but our UK adult training business, Pearson in Practice, faced a dramatic fall in demand with changes to the apprenticeships programme. We believe this business no longer has a sustainable model and therefore recently announced that we are planning for the exit or closure of Pearson in Practice. As previously announced, the cost of closure and impairment is expected to be approximately £120m and will be reported as a loss on disposal in Pearson’s 2012 statutory accounts.

The Financial Times Group will report good revenue growth for the full year, in spite of a slow fourth quarter caused by weaker advertising sales. Our digital and subscription-based revenues continued to grow well at both the FT and Mergermarket. The FT Group’s full-year profits will be significantly lower than in 2011, reflecting the absence of a contribution from FTSE International following its disposal and further actions to accelerate the shift from print to digital.

Penguin benefited from a good fourth-quarter publishing performance and traded in line with our expectations in its key selling season. It will report revenues in line with 2011 at constant exchange rates in spite of rapid industry change and tough conditions in the physical book retail market. Following Pearson and Bertelsmann’s announcement of their plans to combine Penguin with Random House, the two companies are seeking clearance for the proposed merger from appropriate regulatory authorities around the world. Though the timing of this process is inevitably uncertain, its completion will prompt significant restructuring as we demerge Penguin from Pearson and integrate it with Random House. We believe that the combined organisation will have a stronger platform and greater resources to invest in rich content, new digital publishing models and high-growth emerging markets.

For the full year, we expect our total interest charge to adjusted earnings to be approximately £50m (including a £12m pensions finance credit) and our effective tax rate to be around the low end of our guidance of 24-26% with our cash tax rate benefiting from the deferral of a tax payment into 2013.

Pearson generates approximately 60% of its sales in the US. The average £:$ exchange rate during 2012 was 1.59. The year end £:$ exchange rate was 1.63. A five cent move in the average £:$ exchange rate for the full year has an impact of approximately 1.4p on adjusted earnings per share.

UK, London

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Smiths News subsidiary acquires Dutch book supplier Erasmus

smithnewsBertram Books, a wholly owned subsidiary of UK newspaper and magazine wholesaler Smiths News PLC, has acquired Erasmus Antiquariaat en Boekhandel B.V. from Tschenett Beheer B.V. for  €1.5m via its subsidiary Dawson Books Ltd.

Erasmus, based in the Netherlands, is a supplier of books and journals into both academic libraries and erasmusGovernment Institutions mainly across Northern Europe. In the year ended 31 December 2012, Erasmus generated revenues of €15m.

The acquisition brings a complementary customer base to Bertrams with strong penetration in France, Germany and Switzerland. The deal will also provide entry into the U.S market and increases total international sales to £50 million on a pro forma basis. The acquisition is expected to be earnings neutral in FY13, adding an incremental £0.4m in FY14.

Mark Cashmore, Chief Executive Officer of Smiths News PLC, said: “We are delighted to have completed another strategic bolt-on acquisition, which is an excellent addition to our books business.  Erasmus extends our Northern European academic business and accelerates our expansion plans.  The Group will benefit from an increase in scale and a stronger sales presence in Northern Europe.”

UK, Swindon, Wiltshire & Netherlands, Amsterdam

The USA TODAY Travel Media Group acquires 10Best.com

USA TODAY LOGOThe USA TODAY Travel Media Group has acquired 10Best.com. Terms of the acquisition were not disclosed.

10Best.com provides users with original, unbiased, and experiential travel content of top attractions, things to see and do, and restaurants for top destinations in the U.S. and around the world. The content is produced by writers living in the city they write about. In 2012, 10Best.com averaged more than 700,000 monthly unique visitors generating approximately 28 million page views.10best

10Best.com will continue as a standalone travel media site and its content will be featured in USA TODAY Travel Media Group travel products. The content will also be used across other Gannett media outlets.

“As we welcome the 10Best brand and team into the USA TODAY family, we believe their expertise in fresh, useful and engaging travel content will greatly contribute toward expanding our product offerings,” said John Peters , president of USA TODAY Travel Media Group. “Travel is in the DNA of USA TODAY and for decades we’ve been providing our audience with helpful and easy to use travel content. 10Best fits very well into our overall travel strategy as we continue to expand our digital portfolio of travel news, products and services.”

USA, McLean, VA

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Kabam acquires Exploding Barrel Games

kabam1Kabam, producer of free online strategy games, has acquired Exploding Barrel Games. Based in Vancouver, British Columbia, Exploding Barrel Games is focused on creating console-quality free-to-play experiences for core gamers. Terms of the deal were not disclosed.explodingbg

“Kabam continues to grow our global studio team with the best talent in the world,” said Andrew Sheppard, Kabam’s President of Studios. “With experience working on multi-billion dollar franchises like Need for Speed and EA Sports titles, and developing blockbusters in nearly every core genre, the team at Exploding Barrel Games is a perfect complement to Kabam’s mission to blend the art of game design with the science of free-to-play distribution.”

Located in Vancouver’s historic Gastown district, Exploding Barrel Games is currently working on three unannounced games and has a rapidly growing team of more than 30 designers, artists, and programmers.

USA, San Francisco, CA & Canada, Vancouver, British Columbia