Acquisition
Future PLC
29 April 2005
29 April 2005
Future plc
Future to buy 38 titles from Highbury for £30.5 million
Future plc ('Future'), the international special-interest consumer magazine
group, announces that it has entered into an agreement with the Board of
Highbury House Communications plc ('Highbury') to acquire 38 magazine titles,
and associated assets, for a cash consideration of £30.5 million, which will be
funded from Future's committed bank facilities.
The titles being acquired (full list attached) include Fast Car, Fast Bikes, DJ,
DVD Review, the What Video group of magazines and Highbury's puzzle magazines.
Additionally, the deal includes Highbury's US business which publishes five
magazines. Highbury management accounts for the year ended 31 December 2004
show that: (a) the assets being acquired generated unaudited aggregated turnover
of approximately £34.1 million; (b) the unaudited aggregated profit (before
interest, taxation and amortisation) attributable to these assets was
approximately £5.3 million; and (c) the unaudited aggregated net assets relating
to the transaction were estimated at £20.1 million of which approximately £18.4
million related to intangible publishing rights.
Future anticipates that a number of the benefits identified in relation to its
previous offer for the whole of Highbury, in particular further diversification
of Future's portfolio and the benefits from increased financial and operational
scale, are applicable to the acquisition of these Highbury assets.
None of the titles being acquired is a games title. As a result of this deal,
the estimated split of the Group's revenues is likely to become Games 38%;
Entertainment 34%; and Computing 28%.
For the financial year to 30 September 2006, Future anticipates that this
acquisition will enhance adjusted earnings per share (this statement does not
constitute a profit forecast nor should it be interpreted to mean that future
earnings per share of Future following this transaction will necessarily match
or exceed historical earnings per share of Future) and Future expects to achieve
a post-tax return on this investment in excess of its weighted average cost of
capital.
Commenting on the acquisition of these Highbury titles, Greg Ingham, Chief
Executive of Future, said:
'These are classic special-interest magazines which will be great additions to
the Future portfolio. We look forward to welcoming warmly the people who work
on these titles to Future. I am delighted that we have managed to reach
agreement with the Highbury Board to secure a positive outcome for both
businesses.
'This deal has several of the attractions of the larger one with Highbury from
which we withdrew earlier this month. We have built up considerable knowledge
of Highbury's portfolio over the past few months and thus have been able to move
swiftly.'
The acquisition of these Highbury titles is subject to the approval of Highbury
shareholders. Future shareholder approval for the transaction will be sought if
required. Such approvals are to be obtained by 30 June 2005. A fee of £500,000
is payable by either party if any required approval by their respective
shareholders for the disposal is not obtained. Highbury has also undertaken
that until the earlier of all relevant Highbury and Future shareholder
resolution conditions having been met, or Highbury or Future shareholders
rejecting the relevant resolution, it will not discuss or negotiate with any
third party or enter into any agreement to dispose of these Highbury assets.
Enquiries:
Future plc
Greg Ingham, Chief Executive Tel: 01225 442244
John Bowman, Finance Director Tel: 01225 732281
Hogarth Partnership
James Longfield/Georgina Briscoe Tel: 020 7357 9477
UK titles being acquired by Future:
Arrows
Classics
Crosswise
Digital Video
DJ
DVD Review
Fast Bikes
Fast Car (including The Guide)
First on Video
Health and Fitness
Home Cinema Choice
Home Entertainment Week
Jumbo Cross
Jumbo Cross Collection
Logical Challenge
Logical Challenge Collection
Pixel IT
Pregnancy
Pro Cycling
Puzzles Codewords
Puzzle Monthly
Puzzle Monthly Collection
Tea Break Quickies
Tea Break Quickies Collection
Timecode
Total Mobile
What Digital Camcorder
What Home Cinema
What Plasma
What Satellite and Digital TV
What Video and Widescreen Entertainment
Word Fit
Wordspy
US titles being acquired by Future:
Do!
Decorating Spaces
Men's Edge
Pregnancy
Women's Health & Fitness
About Future
Future plc was founded in the UK in 1985. Today, it publishes over 100
special-interest consumer magazines worldwide with strong portfolios in the
computing, games, music, sports, motoring, crafts and leisure sectors. Future
employs 1,200 people in offices in the UK, US, France and Italy. Over 100
international editions of Future's magazines are also published under licence in
30 other countries across the world. The company is listed on the London Stock
Exchange (symbol FUTR).
Financial performance of Future
Future's financial year now ends on 30 September. For the twelve months ended
30 September 2004, the Future group generated profit before taxation and
amortisation of £23.6m on turnover of £190.4m.
At 30 September 2004 Future had net cash balances of £9.8m.
Aborted bid for Highbury House Communications plc ('Highbury')
On 14 February 2005, Future announced a recommended share offer (with a partial
cash alternative) to acquire the whole of Highbury. This was a Class One
transaction for Future and shareholders in Future voted in favour of it at an
EGM held on 31 March 2005, when more than 80% of all shares in Future were voted
and of these, more than 99.9% were in favour.
On 14 April 2005, the Office of Fair Trading announced that it had referred the
recommended share offer to the Competition Commission. On 15 April 2005, Future
announced that it no longer intended to pursue this transaction. On 28 April
2005 the Competition Commission announced that it had formally cancelled the
reference.
This information is provided by RNS
The company news service from the London Stock Exchange