THQ Nordic AB acquires Koch Media GmbH

THQ NordicTHQ Nordic is to acquire 100 percent of the share capital in Koch Media. The total consideration amounts to EUR 121 million on a cash and debt free basis, equivalent to an equity value of EUR 91.5 million. EUR 82 million will be paid in cash and financed by current cash and bank balance. The remaining part of the consideration, amounting to EUR 9.5 million will be paid by consideration shares at a price per share which is based on the volume weighted average price of the company’s shares on Nasdaq First North during the twenty trade days preceding the signing date (14th February), i.e. SEK 95.44. Thus, the consideration shares will comprise 987,965 B shares.

Koch Media is a leading, independent producer and marketer of digital entertainment products in Europe and North America with studios in Germany, the UK, and the US, and offices in several Central and Northern European cities. Koch Media’s business consists of three business areas; i) Games, which are mainly published under the Deep Silver label with several AAA-intellectual property rights such as Saints Row, Dead Island and Metro; ii) Partner Publishing, which is the leading company in this business area in Europe and iii) Film, which is a business within movies for primarily the German- and Italian-speaking territories.

Koch Media generated net sales of approximately SEK 2,548 million and adjusted EBIT of approximately SEK 296 million for the period April – December 2017. The new group generated pro forma net sales and adjusted EBIT for the period April – December 2017 of SEK 2,933 million and SEK 505 million, respectively.

Lars Wingefors, CEO of THQ Nordic, said, “Koch Media has a long history of profitability despite losses incurred from some less successful game releases. THQ Nordic is convinced that the development studios of Deep Silver as part of THQ Nordic will successfully deliver at least four ongoing AAA game projects including Metro Exodus as well as the next Volition Studio AAA release and the next Dambuster Studio AAA release, together with a number of other game development and publishing titles.”

Austria, Vienna & Germany, Planegg

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Trinity Mirror plc to acquire Northern & Shell’s publishing assets

Trinity MirrorTrinity Mirror is to acquire Northern & Shell‘s publishing assets for a total purchase price of £126.7 million. These comprise Northern & Shell Network Limited, a subsidiary of Northern & Shell Media Group Limited containing the publishing assets of Northern & Shell and its subsidiaries, International Distribution 2018 Limited and a 50% equity interest in Independent Star Limited.

The purchase consideration of £126.7 million will be satisfied by the payment to the Northern & Shell Media Group Limited of, in aggregate, an initial cash consideration of £47.7 million; deferred cash consideration of £59.0 million payable over 2020 – 2023; and the balance of £20.0 million by the issue to the Seller of 25,826,746 new ordinary shares of 10p each. Trinity Mirror will also make a one-off cash payment of £41.2 million to the Northern & Shell Pension Schemes and a recovery plan through to 2027 has been agreed with total payments of £29.2 million.

Northern & Shell’s publishing assets include a portfolio of newspapers and magazines which comprise four national newspaper titles (the Daily Express, Sunday Express, Daily Star and Daily Star Sunday) and three celebrity magazines (OK!, New!, and Star) together with a 50% joint venture interest in the Irish Daily Star, outside the UK. Northern & Shell operates a print plant in Luton, serving its portfolio of newspapers and magazines as well as providing third-party printing services.

The Express.co.uk and Dailystar.co.uk websites achieved 280 million page views in December 2017 compared to 649 million for the Trinity Mirror websites (excluding apps and galleries).

Northern & Shell’s publishing assets performed well in 2017 despite continued pressure on its print advertising revenues. Total revenues (after separation adjustments) are estimated to have marginally increased in 2017, with growth in newspaper circulation revenues (arising from the partial reversal of cover price discounting) and digital revenues offsetting declines in print advertising revenues. Adjusted EBITDA (after separation adjustments) is estimated to be circa. £34 million, benefiting from operational and strategic reductions in printing and production, marketing and other operating costs.

Simon Fox, chief executive of Trinity Mirror, said: “This deal is a really exciting moment in Trinity Mirror’s history, combining some of the most iconic titles in the UK media industry. It is good for our readers, good for our customers and good for our shareholders. Northern and Shell’s titles have a large and loyal readership, a growing digital presence and a stable revenue mix and offer an excellent fit with Trinity Mirror.”

UK, London

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Next Fifteen Communications Group acquires Brandwidth

Next15Next 15, the digital communications group, has acquired the digital innovation agency Brandwidth.

The initial consideration for the acquisition is £6.2 million, which will be settled with £4.9 million of cash and the issue of 292,235 new ordinary shares in Next 15. Further deferred consideration may be payable in September 2018 of up to £3.3 million and April 2020 of up to £0.8 million based on the EBIT performance of Brandwidth in the year ending 30 June 2018. The maximum total consideration of £10.3m represents a 5.5x multiple of Brandwidth’s adjusted EBIT in the year ended 30 June 2017. The acquisition is expected to be earnings enhancing for Next 15 in the year to 31 January 2019.

For the year ended 30 June 2017, Brandwidth reported adjusted net revenues of £7.3 million, adjusted EBIT of £1.9 million and adjusted profit before tax of £1.9 million. The joint CEOs, Phil Goodman and Jason Jones, and the Chairman, Andrew Strange, will continue to lead the business which includes clients such as Toyota, Royal Caribbean, Citroen, Kia and Vodafone.

Tim Dyson, CEO of Next 15, commented: “Brandwidth is a great addition to Next 15. It brings significant digital skills to the Group, in particular we are excited to be able to offer clients its capabilities around the use of voice. We see voice, through platforms such as Google Home and Amazon’s Alexa, as a highly disruptive form of marketing. Their knowledge and experience of working with these technologies are of immense value.”

UK, London

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Meredith Corporation completes acquisition of Time Inc.

MeredithMeredith Corporation has completed its acquisition of Time Inc., with February 2018 the first day of operations for the combined company. Time Inc. shareholders received $18.50 per share in an all-cash transaction valued at $2.8 billion originally announced on 26 November 2017. Meredith also announced fiscal 2018 second quarter and first half results.

Meredith Corporation Chairman and CEO Stephen M. Lacy said, “With this acquisition, we are creating a premier media and marketing company serving 200 million American consumers that’s positioned for growth across industry-leading digital, television, print, video, mobile, and social platforms. The combined portfolio joins the rich content-creation capabilities of many of the media industry’s strongest national brands with a powerful local television business that is generating record earnings.”

USA, New York, NY & Des Moines, Iowa

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Essence Ventures acquires Essence Communications from Time Inc.

EssenceEssence Ventures LLC, an independent African-American owned company focused on merging content, community and commerce, has acquired multi-platform media company Essence Communications Inc. from Time Inc. The terms of the transaction were not disclosed.

The all black female executive team of Essence, including Essence President Michelle Ebanks, will have an equity stake in the business, reestablishing Essence as a 100% black-owned independent company.

Since its founding in 1970, Essence has advocated women’s empowerment and the diverse images and lifestyles of black women. Today, Essence is an international, omni-channel destination for diverse storytelling and original content comprising beauty, fashion, lifestyle, entertainment and culture.

Essence currently reaches a global audience of more than 16 million across its various platforms encompassing its signature print magazine; digital, video and social platforms; television specials, and live events, including the annual Essence Festival, a cultural celebration that debuted in 1995 and is now one of the country’s largest annual events, attracting more than 450,000 attendees.

Richelieu Dennis, founder and chairperson of Essence Ventures, said “We are excited to be able to return this culturally relevant and historically significant platform to ownership by the people and the consumers whom it serves and offer new opportunities for the women leading the business to also be partners in the business. We remain committed to leveraging our resources to provide opportunities for other culturally-rooted entrepreneurs and businesses that further our culture and create economic opportunities for our communities.”

USA, New York, NY

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Merkle’s Dentsu Aegis Network acquires DWA digital media and marketing agency

Dentsu Aegis NetworkDentsu Aegis Network has acquired the global B-to-B digital media and marketing agency, DWA. The terms of the deal were not disclosed.

Established in 1996, DWA applies expertise in ad-tech, real-time insight, and management decision support to a range of integrated, global media including Programmatic, Search, Social, and Demand Generation.

The move will expand the B-to-B offering at people-based marketing agency, Merkle, increasing existing capabilities and offering brands in the technology and B-to-B sectors greater sophistication, integrated technology, data, creativity, and performance marketing. The new business will be branded “DWA, a Merkle company”.

David Williams, President and CEO of Merkle, said, “There’s a growing group of enterprise level, B-to-B and technology businesses, all moving at breakneck pace to adopt the best advertising solutions and platforms. DWA’s client list reflects a clear early-mover advantage. The shift toward people-based marketing, led by Merkle, is as relevant in B-to-B as it is elsewhere. This acquisition will strengthen our ability to deliver those capabilities for B-to-B clients, at scale.”

USA, New York, NY & San Francisco, CA

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Groupe Lexis Media acquires 12 Transcontinental Media publications

Lexis MediaGroupe Lexis Media has acquired 12 of Transcontinental Inc.‘s publications, as well as their related web properties, with 75 employees of these various publications and 16 employees from TC Media’s Production team being transferred to the buyer. With the completion of this transaction, 60% of the publications included in the sale process of TC Media’s local and regional newspapers in Quebec and Ontario, launched in April 2017, are now in the hands of local owners. The terms of the transaction were not disclosed.

Transcontinental is Canada’s largest printer with operations in print, flexible packaging, publishing and digital media and has more than 7,000 employees in Canada and the United States, and revenues of C$2.0 billion in 2016. Their mission is to create products and services that allow businesses to attract, reach and retain their target customers.

The newspapers acquired by Groupe Lexis Media are: Le Citoyen Rouyn-Noranda, Le Citoyen de la Vallee-de-l’Or, L’Echo Abitibien and La Frontiere, distributed in Abitibi-Temiscamingue; L’Action D’Autray, L’Action – Wednesday Edition, L’Action – Weekend Edition, L’Express Montcalm and Hebdo Rive-Nord, in Lanaudiere; Le Bulletin, La Petite-Nation and La Revue, in Outaouais.

Mr. Frederic Couture, President of Groupe Lexis Media, said: “Since its beginnings, Lexis Media has carved out a prominent position for itself in the media industry by bringing on a passionate editorial team and collaborators, and highly professional sales representatives. We intend to carry on this tradition as we confidently embark on this new phase of our development.”

Canada, Montreal & St-Bruno-de-Montarville, Quebec