Future plc acquires Dennis from Exponent Private Equity for £300 million

Future plc has acquired media subscriptions business Dennis from Exponent Private Equity LLP, for approximately £300 million.

The titles being acquired by Future are: The Week UK / The Week US, The Week Junior UK / The Week Junior US, MoneyWeek, Kiplinger, Science & Nature, IT Pro, Computer Active, PC Pro, Minecraft World, and Coach.

The four titles not being acquired by Future – Viz, Fortean Times, Cyclist and Expert Reviews – will be retained by the Vendors.

Dennis demonstrated strong growth in its financial year to 31 December 2020, reporting revenue of £104.8m, up 12% on 2019, and adjusted EBITDA of £20.0m, up 14% on 2019. This growth has continued into 2021 with revenue growth of 16% in the twelve months ended June 2021. Gross assets as at 30 June 2021 were £210m.

Expected cost synergies are £5m per annum, to be achieved by FY2023. They represent 25% of Dennis’ FY2020 EBITDA.

The purchase price of approximately £300m is to be satisfied in cash on completion (expected on 1 October 2021), subject to normal closing adjustments. Under the terms of the acquisition, the Vendors have agreed to pay Future a minimum of £8m and a maximum of £10m within 12 months of completion.

The acquisition is being funded via the Group’s debt facility, which was increased to £600m in July 2021 via an amend and extend exercise.

Zillah Byng-Thorne, CEO of Future, said: “I am delighted to announce the acquisition of a high-quality portfolio of Dennis’ trusted brands that will accelerate our strategy, enhance our content capabilities and bring additional geographical and vertical revenue diversification, whilst materially increasing the proportion of recurring revenues across the Group.

“The materially earnings enhancing acquisition is highly complementary to our longstanding ‘US first’ mindset and provides an attractive opportunity to scale our recently created ‘Wealth’ vertical, whilst diversifying our presence in our ‘Knowledge’ and ‘B2B Pro Technology’ verticals.

“I look forward to welcoming our new colleagues to Future, and to continuing the successful execution of our strategy to generate long-term sustainable growth and attractive returns for our shareholders.”

James Tye, CEO of Dennis, said: “In the three years that the business has been owned by Exponent, Dennis has been on an incredible growth journey, delivering double digit increases in subscription revenues, a greatly increased US footprint; and significant bottom-line increases. This is a testament to the talented team at Dennis who have helped make all of this happen.

“We look forward to working with the team at Future to continue growing the reach, influence and value of all our key brands and businesses.”

UK, London

Sinclair Broadcast Group to acquire 21 regional sports networks from Disney for $10.6 Billion

Sinclair Broadcast GroupSinclair Broadcast Group and The Walt Disney Company have entered into a definitive agreement under which Sinclair will acquire the equity interests in 21 Regional Sports Networks and Fox College Sports, which were acquired by Disney in its acquisition of Twenty-First Century Fox, Inc.. The transaction ascribes a total enterprise value to the RSNs equal to $10.6 billion, reflecting a purchase price of $9.6 billion, after adjusting walt disney companyfor minority equity interests. Completion of the transaction is subject to customary closing conditions, including the approval of the U.S. Department of Justice.

The RSN portfolio, which excludes the YES Network, is the largest collection of RSNs in the marketplace today, with an extensive footprint that includes exclusive local rights to 42 professional teams consisting of 14 Major League Baseball teams, 16 National Basketball Association teams, and 12 National Hockey League teams. In 2018, the RSN portfolio delivered a combined $3.8 billion in revenue across 74 million subscribers.

The RSNs will be acquired via a newly formed indirect wholly-owned subsidiary of Sinclair, Diamond Sports Group LLC. Byron Allen has agreed to become an equity and content partner in a newly formed indirect wholly-owned subsidiary of Sinclair and an indirect parent of Diamond. Mr. Allen, who bought The Weather Channel in 2018, is the Founder, Chairman, and Chief Executive Officer of Entertainment Studios, a global media, content and technology company.

Sinclair expects to capitalize Diamond with $1.4 billion in cash equity, comprised of a combination of approximately $0.7 billion of cash on hand and a contribution of $0.7 billion in the form of new fully committed debt at Sinclair Television Group, Inc. In addition, the purchase price will be funded with $1.0 billion of fully committed privately-placed preferred equity of a newly-formed indirect wholly-owned subsidiary of Sinclair and direct parent of RSN Holding Company. The remainder of the purchase price is being funded by $8.2 billion of fully committed secured and unsecured debt incurred by Diamond. The transaction will be treated as an asset sale for tax purposes, with Sinclair receiving a full step-up in basis.

The transaction has been unanimously approved by the Board of Directors of both Sinclair and Disney.

Chris Ripley, President and CEO of Sinclair, said, “This is a very exciting transaction for Sinclair to be able to acquire highly complementary assets. While consumer viewing habits have shifted, the tradition of watching live sports and news remains ingrained in our culture. As one of the largest local news producers in the country and an experienced producer of sports content, we are ideally positioned to transfer our skills to deliver and expand our focus on greater premium sports programming.”

“The transaction is expected to be highly accretive to free cash flow and brings consolidated net leverage to 4.7x and 5.1x through the preferred financing. This acquisition is an extraordinary opportunity to diversify Sinclair’s content sources and revenue streams with high-quality assets that are driving live viewing. We also see this as an opportunity to realize cross-promotional collaboration, and synergistic benefits related to programming and production.”

USA, Baltimore & Burbank, CA & Hunt Valley, MD

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Informa sells Life Sciences Media Brands portfolio for over $100M

InformaExhibitions, events, business intelligence and publishing group Informa has sold its life sciences media brands portfolio to US-based healthcare education, market research and medical comms business, MJH Associates, for just over $100 million.

MJH Associates

The life sciences media brands portfolio was part of UBM which Informa bought for £3.9 billion last year. The transaction does not include the CBI events business, which had been combined with the branded life sciences business within the knowledge & networking division of Informa.

UK, London & USA, Cranbury Township, NJ

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Meredith sells Fortune magazine to Thai billionaire for $150M

MEREDITH CORPORATION LOGOU.S. media company Meredith Corp is selling Fortune magazine for $150 million in cash to Thai businessman Chatchaval Jiaravanon, the second time the influential business magazine has changed hands this year. Best known for the “Fortune 500” list, the magazine was acquired by Meredith as part of its acquisition of Time Inc in January for $1.84 billion.

Jiaravanon is best known for his affiliation with Charoen Pokphand Group, or C.P. Group, a business conglomerate with stakes in the Thai telecommunications, food, retail and automotive industries.

The Fortune sale is expected to close before the end of the year and it will be a personal holding of Jiaravanon. In a statement, Jiaravanon said he wants to make Fortune “the world’s leading business media brand. The demand for high-quality business information is growing and with further committed investment in technology and brilliant journalism, we believe the outlook for further profitable growth is excellent both for the publication and the events business”.

Alan Murray, who has been editor of Fortune since 2014 and previously served as chief content officer of Time Inc., is becoming president and CEO of Fortune. He wrote on Twitter that he’s “delighted to have found a buyer for Fortune that shares our mission, our independence and will invest to make Fortune grow.”

USA, New York, NY

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Comcast outbids Fox to acquire Sky in £30BN deal

Comcast CorporationThe Comcast Corporation is to acquire Sky after an unusual blind bidding auction moderated by the UK Takeover Panel saw their offer of £17.28 per share overshadow Fox’s £15.67 rival offer, for a total of £30.6 billion in cash for the entire issued and to be issued Sky share capital. The bid has already been accepted by Sky’s independent directors and shareholders now have until 11 October to decide whether to accept the recommended offer.

The acquisition ends a two-year bidding war and follows Comcast’s unsuccessful attempt to take over Fox in June, when it lost out to Disney. Sky has 26 million customers across Europe, and has backed the production of shows for Amazon, HBO and Showtime. It’s also well known for its sports broadcasting, such as its Premier League channel. Comcast will soon have a much larger international presence in these fields.

Jeremy Darroch, Sky’s group chief executive, said: “As part of a broader Comcast we believe we will be able to continue to grow and strengthen our position as Europe’s leading direct to consumer media company. Today’s outcome is down to the hard work of tens of thousands of people who have built and developed this business together over the last 30 years. Sky has never stood still, and with Comcast our momentum will only increase.”

USA, Philadelphia, PA & UK, London

 

Immediate Media acquires BBC Good Food

Immediate MediaImmediate Media Co is to acquire BBC Good Food, the UK’s biggest food media brand, from BBC Studios. The deal, Immediate’s first acquisition under the ownership of Hubert Burda Media, continues the company’s development as it looks to accelerate its growth through strategic M&A and product development. The terms of the transaction were not disclosed.

Launched in 1989, BBC Good Food has the biggest cross-media reach of any UK magazine brand. bbcgoodfood.com is the UK’s largest food website, with 22 million visitors globally a month; BBC Good Food magazine, is the best-selling food magazine in the UK, with 1.3 million monthly readers; whilst the BBC Good Food show live events are the largest and most popular food and drink shows in the UK, with over 250,000 visitors a year.

Immediate Media CEO Tom Bureau said, “We are excited to be acquiring BBC Good Food. Not only is this the biggest brand in food publishing and media, but is absolutely on strategy for Immediate, given our focus on high value special interest communities, and cements our market leadership in the Food sector. We see significant opportunity in growing the brand, which we know well from working closely with BBC Studios. I’m looking forward to welcoming the hugely talented BBC Good Food team to Immediate, and we are committed to continue to produce the world-class content they are known for, whilst developing the brand across all platforms.”

BBC Good Food will form a new food business portfolio for Immediate. Headed up by BBC Good Food’s publishing director, Chris Kerwin, who takes up the role of food managing director, reporting to group managing director, Alison Forrestal.

Under the terms of the deal, the BBC Good Food brand name and the bbcgoodfood.com URL are licensed to Immediate by BBC Studios.

UK, London

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Nine Entertainment to take over Fairfax media in estimated A$4BN deal

Nine EntertainmentAustralia’s Nine Entertainment is to take over Fairfax Media, for an estimated A$4 billion. The television network will take a controlling 51.1% stake in the newly merged company, which will be renamed NEC, or Nine Entertainment Company. Nine will acquire all of Fairfax’s shares and take a controlling 51.1% share in the new business, which will be called NEC. Under the terms of the proposed transaction, Fairfax shareholders will receive 0.3627 Nine shares for each Fairfax share held and $0.025 cash. It represents a 21.9% premium to Fairfax’s closing share price of 77c on 25 July 2018.

Hugh Marks of Nine will be the new chief executive and Peter Costello, the Nine chairman, will now lead the board of the new business.

Costello said, “Both Nine and Fairfax have played an important role in shaping the Australian media landscape over many years. The combination of our businesses and our people best positions us to deliver new opportunities and innovations for our shareholders, staff, and all Australians in the years ahead.”

Marks added, “The ground-breaking merger – harnessing the strength, assets, quality and reach of two of the country’s most famous industry brands – is another highly significant step in the evolution of Nine’s business into one of the most powerful media organisations in the country. The scope of this deal is genuinely quite breathtaking. In addition to our existing television and digital businesses, the new NEC will also become the proprietor of the iconic Fairfax mastheads as well as the new majority owner of Domain (60%) and the Macquarie Radio Network (54.5%)“.

Fairfax Chief Executive Officer Greg Hywood said, “The proposed transaction for Fairfax reflects the success of Fairfax’s transformation strategy which has created value for shareholders through targeted investment in high growth businesses, such as Domain and Stan, and prudent management of our media assets. The combination with Nine provides an exciting opportunity to continue to drive incremental value well into the future. We are confident that the strength of the combined management team and staff will ensure the continuation of our quality journalism.”

Australia, Sydney

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Kew Media completes acquisition of Essential Media Group

Kew Media GroupProduction and distribution firm Kew Media Group has completed the previously reported acquisition of the Essential Media Group.

The Essential Media Group is the newly formed international content company from the merger of two leading independent production companies and joint venture partners – Essential Media and Entertainment and Quail Entertainment. Headed by CEO and Executive Producer Chris Hilton and CCO and Executive Producer Greg Quail, EMG combines strong credentials and track records in both scripted and unscripted content.

Steven Silver, Kew Founder and CEO, said, “The addition of Essential to the Kew platform is another step forward in our growth strategy. It expands Kew’s US offering and gives us a first presence in Australia. We anticipate strong revenue synergies coming from Essential’s inclusion for 2019.

Canada, Toronto & USA, Los Angeles, CA

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 Ascential acquires WARC for £24M

ascentialMedia and events business Ascential plc has acquired WARC Limited for an initial cash consideration of £19.5m, plus deferred consideration of £4.5m payable in 2019.  The acquisition is expected to complete on 2 July 2018.

WARC is a digital subscription business that helps brands, agencies and media platforms assess marketing effectiveness across all channels.  It provides information and insight to understand and measure multi-channel advertising effectiveness.  Founded in 1985, the business offers advertising best practice, evidence and insights from the world’s leading brands.  The business employs approximately 90 people with offices in London, Washington DC and Singapore and serves approximately 1,200 customers globally. 

In the year to 31 March 2018 WARC generated unaudited revenue of £10.8m (a growth of 10%) and EBITDA of £2.2m.  Gross assets at 31 March 2018 were £9.6m

Duncan Painter, CEO of Ascential, commented: “Ascential enables its customers to win in the digital economy.  WARC is an important step forward as we continue to grow our digital offering, adding breadth and depth to our marketing proposition.  Alongside Cannes Lions’ The Work, our recent digital product launch, we will now have a digital subscription product of scale encompassing both creative excellence and marketing effectiveness.”

UK, London

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Kew Media Group to acquire Essential Quail Media Group

Kew Media GroupKew Media Group Inc. has agreed to acquire Essential Quail Media Group for an initial purchase price of AUD$32.8 million (C$31.9 million based on the current CAD/AUD FX rate of approximately 0.972), comprised of AUD$20.0 million (C$19.4 million) in cash and AUD$12.8 million (C$12.4 million) in Class B shares of KEW valued at C$10.00 per share.

EQ Media combines several entities with aggregate pro forma revenue of over AUD$60 million (C$58 million). The initial purchase price represents a transaction multiple of approximately 3.2x EQ Media’s estimated Adjusted EBITDA of AUD$10.2 million (C$9.9 million) for its fiscal year ending June 30, 2018. The cash portion of the initial purchase price will be funded through cash on hand and KEW’s credit facilities. The vendors may receive additional consideration in the future, conditional upon EQ Media meeting certain financial targets and other tests, which are described below.

EQ Media is a leading independent producer of high quality content for international audiences operating from offices in Los Angeles and Dallas-Fort Worth in the U.S. and Sydney, Australia. EQ Media produces content in a variety of genres, particularly non-scripted television series, for broadcast customers worldwide. Buyers of EQ Media’s programming include DIY, HGTV, Cooking Channel, Animal Planet, ABC Australia, SBS, Foxtel Networks 7, 9 & 10, BBC, National Geographic, PBS, Discovery, Sundance, History Channel, Arte, Netflix and Fox Network. EQ Media also has a longstanding relationship with Scripps Networks (now part of Discovery Inc.), producing more than a dozen full series orders and pilots together.

Steven Silver, KEW Founder & CEO, said, “EQ Media is an exciting addition to the KEW group and the transaction purchase price is an attractive valuation for such a prominent content producer. We expect the acquisition to be immediately accretive to earnings and to free cash flow. In addition, we expect to generate meaningful synergies from the sale of additional EQ Media content through KEW’s global distribution platform.”

Canada, Toronto & USA, Los Angeles, CA