Wilmington Group Plc
17 December 1999
WILMINGTON ACQUIRES MILLER FREEMAN TITLES
Wilmington Group plc ('Wilmington') has today (through a subsidiary) completed
the purchase of the business, publishing rights and goodwill of five magazines
and related events, directories and supplements from United News & Media Group
Ltd. These titles are:
Timber and Wood Products
Wood Based Panels International
Tunnels and Tunnelling International
Manufacturing Chemist
Leather Magazine
The titles have been acquired by Wimtour Ltd ('Newco'), a subsidiary of
Wilmington formed to effect the acquisition, for a cash consideration of
£2,863,000 which was satisfied from existing resources. In the year ended
31st December 1998 the titles had turnover of £4,633,000. As these titles
were part of Miller Freeman UK Ltd, an indirect subsidiary of United News &
Media plc ('UNM'), separate audited figures for profit before tax and net
assets were not prepared.
In addition Wilmington will take on liabilities to fulfill outstanding
subscriptions of £537,000.
Since the acquisition comes towards the end of our financial year the impact
of seasonal losses and re-organisation costs, which we expect to be
approximately £500,000, will reduce our profits in this period. Thereafter,
the acquisition is expected to be earnings enhancing before amortisation of
goodwill and intangibles.
The operational staff will be relocated to new offices in the Tonbridge area.
Newco is 75% owned by Wilmington Publishing Ltd ('WPL') and 25% by Denis
Conlon. Denis Conlon was previously Managing Director of Miller Freeman Plc,
an indirect subsidiary of UNM, where he worked for 26 years and who joins
Wilmington as Managing Director of Newco. WPL, a wholly owned subsidiary of
Wilmington, runs its magazine publishing activities.
WPL has entered into put and call arrangements whereby it can acquire or be
required to acquire Mr Conlon's 25% interest in Newco prior to 28th February
2013 at a price not exceeding £5,000,000 calculated by reference to the future
profits of Newco.
The acquisition re-inforces Wilmington's position as a provider of specialist
information in business-to-business markets.
Brian Gilbert, Chief Executive of Wilmington stated: 'We have acquired a
number of good quality market leading titles in strong market places.
I am delighted, in particular, that Denis Conlon will be joining our group.
Denis is one of the most experienced business publishers in the UK'.
Denis Conlon said: 'I am particularly pleased to be involved once again with
this group of products. They all have an outstanding reputation and history.
We will concentrate on building a new environment in which they can enjoy even
greater success.'
This acquisition follows a separate transaction which was completed earlier
this week by WPL to acquire Blueprint Magazine and other assets from Aspen
Communications for a cash consideration of £686,327.
Enquiries
Rory Conwell, Director
Wilmington Group plc Tel: 0171 251 6499
Basil Brookes, Finance Director
Wilmington Group plc Tel: 0171 251 6499
John Webb
Marshall Securities Ltd Tel: 0171 490 3788
Tim Linacre
WestLB Panmure Ltd Tel: 0171 638 4010
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