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29 November 2017 at 09:40 BST

Cooley advises Meredith Corporation on $2.8bn Time Inc buy-out deal

Cooley LLP is serving as legal counsel to Meredith with BDT & Company and Moelis & Company serving as financial advisors in the deal which sees Meredith Corporation set to pay $18.50 per share in an all-cash transaction valued at $2.8 billion.

Mega takeover deal between Meredith and Time Inc announced in NYC. Mahmoud Victor Moussa

The move has been unanimously approved by the boards of both companies and is expected to close in the first quarter of 2018. The transaction will create a diversified media and marketing company with calendar 2016 combined revenues of $4.8 billion – including $2.7 billion of total advertising revenues with nearly $700 million of digital advertising revenues – and adjusted EBITDA of $800 million. Additionally, Meredith anticipates generating cost synergies of $400 million to $500 million in the first full two years of operation.  

Creating 'a premier media company'

‘We are creating a premier media company serving nearly 200 million American consumers across industry-leading digital, television, print, video, mobile, and social platforms positioned for growth,’ said Meredith Corporation Chairman and CEO Stephen M Lacy. ‘We are adding the rich content-creation capabilities of some of the media industry's strongest national brands to a powerful local television business that is generating record earnings, offering advertisers and marketers unparalleled reach to American adults. We are also creating a powerful digital media business with 170 million monthly unique visitors in the US and over 10 billion annual video views, enhancing Meredith's leadership position in reaching Millennials.’

Transformative transaction

"This is a transformative transaction for Meredith Corporation and follows a fiscal 2017 in which we posted the highest revenues, profit and earnings per share in our 115-year history," said Meredith President and Chief Operating Officer Tom Harty.  ‘When you combine our strong local television business – which has grown operating profit 15 percent annually over the last five years – with the trusted, premium multiplatform content creation of Meredith and Time Inc, it creates a powerful media company serving consumers and advertisers alike. We look forward to completing the transaction; welcoming the Time Inc. employees to Meredith; delivering on our pledge to achieve identified synergies; and growing shareholder value.’

Key strategic and financial benefits

In a statement the companies said that the deal would offer some key strategic and financial benefits. It said that the deal ‘creates unparalleled portfolio of national media brands with greater scale and efficiency and continues the strong and growing contribution from local media. The companies believe the deal will also accelerate Meredith's digital position by adding significant scale, provide advertising and consumer revenue diversification and growth, enhance financial strength and flexibility.

Increase total shareholder return

The statement also said that the deal would increase Total Shareholder Return. ‘Meredith remains committed to delivering top-third Total Shareholder Return. Meredith will continue to pay its current annual dividend of $2.08 per share, and expects ongoing annual dividend increases. Meredith has paid a dividend for 70 consecutive years and has increased it for 24 straight years.’

Financially compelling opportunity

‘To summarise, we believe this acquisition represents a transformative and financially compelling growth opportunity for Meredith Corporation and will increase shareholder value over time,’ Mr Lacy added. ‘We are acquiring an impressive portfolio of leading brands and a digital business of scale with tremendous growth potential, complemented by our growing television broadcasting business that produces strong cash flow, fueled by growing political advertising and retransmission revenues. And the company will be led by Meredith's executive management team with expertise in integrating acquisitions and operating multiplatform media businesses.’ 


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