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UBM plc announces the sale of PR Newswire to Cision

Released 07:00 15-Dec-2015

UBM plc announces the sale of PR Newswire to Cision

                                        15 December 2015: for immediate release


         UBM plc announces the sale of PR Newswire to Cision for $841m
                  and proposes to return £245m to shareholders

London, 15 December 2015: UBM plc, one of the world's leading B2B events
organisers, today announces that it has reached agreement for the sale of PR
Newswire to Cision, a business controlled by GTCR Canyon Holdings (Cayman),
L.P., for $841m, comprising $810m in cash and $31m of preferred equity (on a
fair value basis).

The transaction is a significant step for UBM in executing its "Events First"
strategy as it increases the Company's focus on the attractive, high growth
global events sector.

Following completion of the transaction, £245m is proposed to be returned to
shareholders by way of a special dividend, with the remainder retained to
provide greater financial capacity to drive the strategy through bolt-on
acquisitions.

Transaction

  * The total sale price of $841m represents excellent value for UBM's
    shareholders, being a c.11.2 times multiple of PR Newswire's 2014 adjusted
    earnings before interest, tax, depreciation and amortisation, while the
    cash value of $810m represents a c.10.8 times multiple

  * Net cash proceeds received on completion are expected to be approximately £
    498m after adjustments for transaction expenses, debt-like items, tax and a
    contribution of £10m to UBM's pension scheme

  * The agreement is subject to anti-trust clearance in the US. Completion is
    expected late in Q1 2016

  * The transaction requires shareholder approval and a circular is expected to
    be posted to UBM shareholders shortly

Use of proceeds

  * Shortly after completion, UBM proposes to return £245m to shareholders by
    way of a special dividend which would be accompanied, subject to
    shareholder approval, by a share consolidation

  * The retained net cash proceeds received on completion, of approximately £
    253m, provides UBM with greater financial capacity to drive its "Events
    First" strategy through bolt-on acquisitions. UBM sees a good pipeline of
    opportunities

Impact on the Continuing Group

  * The transaction will be dilutive to EPS initially. However this dilution
    will be partially mitigated by the proposed share consolidation
    accompanying the special dividend. Further, as the retained proceeds are
    reinvested in line with UBM's strict financial returns criteria the
    dilution will be progressively reduced

  * UBM's existing progressive dividend policy targets 2 times cover through
    economic and biennial cycles. Following the disposal of PR Newswire, the
    Company intends to maintain this dividend policy on a dividend per share
    basis (following the special dividend and share consolidation) and to
    continue to focus on growing dividend cover towards its stated target

  * UBM will maintain its published financial policy, with a target leverage
    range of 1.5x-2.0x net debt/EBITDA, retaining the flexibility to stretch
    for good reason on a 12-18 month horizon and a minimum leverage target of
    1.0x

  * Following the transaction, UBM expects to maintain its investment grade
    status with the credit rating agencies

  * PR Newswire will be treated as Held for Sale when UBM reports its full year
    results for 2015 on 25 February 2016

  * The preferred equity will be held on the balance sheet at fair value
    ($31m). The par value of $40m attracts an 8% PIK coupon and is expected to
    become payable on a realisation event at GTCR Canyon Holdings (Cayman),
    L.P.

  * Following the disposal of PR Newswire, the tax rate on adjusted Profit
    Before Tax for the Continuing Group is expected to be approximately 16%

On 10 November 2015, the Group released a trading update for the current
financial year up to that date. There has been no change in UBM's assessment of
trading since that time.

Tim Cobbold, Chief Executive of UBM plc, said:

  * "Today's announcement represents a significant step in the execution of
    UBM's "Events First" strategy, the objective of which is to become the
    world's leading focused B2B Events business. The Board is confident that
    this transaction realises excellent value for our shareholders.

  * Following the successful acquisition of Advanstar in 2014, the disposal of
    PR Newswire further increases our focus on the attractive, high growth and
    high margin events sector with more than 80% of UBM's continuing revenues
    generated in Events.

  * In addition, the retained sales proceeds will increase our capacity to
    invest in bolt-on acquisitions to strengthen the portfolio and grow the
    business faster, whilst maintaining appropriate financial discipline."

Investors and Analysts

A conference call will be held at 8.30am GMT. Slides and audio will be
available through https://www.webcaster4.com/Webcast/Page/7/12303

Alternatively if you are likely to want to ask questions please dial-in into
the call:

UK Toll-free                     0800 0323836

US/Canada Toll-free              (888) 203-7940

International dial-in            (916) 582-3354

Conference ID: 99561585

Slides will separately be available on the UBM plc website.

Contacts

UBM plc

Kate Postans Head of       kate.postans@ubm.com         +44 207 921 5023
Investor Relations

and Corporate
Communications

Brunswick

Jon Coles,                 ubm@brunswickgroup.com       +44 207 404 5959

Andy Rivett-Carnac,

Craig Breheny

Evercore and J.P. Morgan Cazenove acted as financial advisers to UBM on this
transaction and are acting as joint sponsors in relation to the related
shareholder approval process.

 1. Information on PR Newswire, GTCR and Cision

Founded in 1954, PR Newswire is a global leader in press release distribution
and related communications, products and services. PR Newswire's customers are
primarily professionals working in marketing, public relations, corporate
communications and investor relations roles at firms spanning Fortune 2000
multinationals, small businesses, public relations companies and government
agencies worldwide. As at 30 June 2015, PR Newswire had gross assets of £424.6m
and, for the year ended 31 December 2014, generated an adjusted operating
profit of £44.8m.

GTCR is a Chicago based private equity firm with existing strategic investments
in the broader global corporate communications marketplace. Cision, a business
owned by GTCR Canyon Holdings (Cayman), L.P., is a leading global media
intelligence company serving the complete workflow of today's PR and
communication professionals. Cision also comprises the Gorkana Group, PRWeb,
Help a Reporter Out (HARO) and iContact brands. Headquartered in Chicago,
Cision has over 100,000 customers worldwide and maintains offices in Canada,
U.K., France, Germany, Portugal, Sweden, Finland and China.

 2. Further terms of the transaction

The aggregate consideration (on a debt and cash free basis) will be $841m. The
sum is subject to customary adjustments relating to the amount of working
capital at completion.

On completion, UBM will receive a par value amount of $40m of preferred equity
in Buyer Parent, the holding company for Cision, which will carry a PIK coupon
of 8% per annum, compounded quarterly. This par value amount plus accrued
interest on the preferred equity is expected to become payable on Buyer Parent
completing a realisation event. On completion of the disposal of PR Newswire,
accounting treatment requires the preferred equity to be held on the UBM
balance sheet at fair value ($31m). The preferred equity is transferable
subject to certain restrictions. UBM's current intention is to retain these
securities. If there is an IPO of Buyer Parent, the preferred equity units will
convert into common stock of the continuing corporation.

Completion of the transaction is subject to, inter alia, receipt of clearance
from the US antitrust authorities or expiration of the applicable waiting
period. Completion of the sale of the entity conducting the PR Newswire
business in China (approximately $4m of consideration) is conditional upon
receipts of certain regulatory approvals in China, but such approvals will not
delay completion in respect of the remainder of PR Newswire.

UBM and the Buyer have entered into certain termination fee arrangements in
relation to the transaction. In the event that the Disposal Agreement is
terminated under certain circumstances, the Buyer is required to pay to UBM a
fee of $42.5m, representing 5% of the $850m overall principal consideration.
Certain funds controlled by GTCR have provided a guarantee of the payment of
this fee by the Buyer.

In the event that the Disposal Agreement is terminated because UBM's
shareholders do not approve the transaction, UBM will be required to pay to the
Buyer a termination fee of $31.65m, representing 1% of UBM's market
capitalisation (based on the closing share price on 14 December 2015).

Further information relating to the transaction will be provided in the
circular to be posted to UBM shareholders.

 3. Other Information

The Board has decided that £10m of the proceeds will be used to accelerate the
reduction of UBM's gross pension fund deficit, which at 30 June 2015 was £
42.9m.

In accordance with the UK Listing Rules, due to the size of the transaction
relative to the size of UBM, the sale of PR Newswire is subject to approval by
a majority of shareholder votes cast at the general meeting, which is expected
to take place in January 2016. Shareholders will also be asked to approve a
sub-division and consolidation of the share capital of the Company which will
occur following the payment of the special dividend. This share consolidation
is intended, as far as possible, to maintain comparability of the Company's
share price before and after the payment of the special dividend. The share
consolidation will require approval by at least two thirds of the votes cast at
the general meeting.

There are not expected to be any changes to the UBM plc Board as a result of
the disposal. There are no senior management or employees in PR Newswire that
are key to the operation of UBM's remaining businesses.

For the purposes of this announcement numbers have been translated from US
dollars into Sterling at the rate of $1.5120 per pound being the rate at 12:00
noon on 14 December 2015.

 4. Definitions

Buyer                    PWW Acquisition LLC, a wholly-owned subsidiary of
                         Buyer Parent

Buyer Parent             GTCR Canyon Holdings (Cayman), L.P. an investment
                         vehicle controlled by GTCR Canyon Partners, Ltd. and
                         which controls the Cision business

Disposal Agreement       the purchase and sale agreement dated 14 December 2015
                         entered into between the Company and Buyer setting out
                         the terms and conditions of the sale of PR Newswire

PR Newswire              The subsidiaries of the Company carrying on the PR
                         Newswire business and the operations of the PR
                         Newswire business conducted in India by UBM India Pvt
                         Ltd


 5. Important notice

This announcement has been issued by, and is the sole responsibility of, UBM
plc ("UBM"). No representation or warranty, express or implied, is or will be
made by, or in relation to, and no responsibility or liability is or will be
accepted by any advisor to UBM or by any of their affiliates or agents as to or
in relation to the accuracy or completeness of this announcement or any other
written or oral information made available to or publicly available to any
interested party or its advisers, and any responsibility or liability therefore
is expressly disclaimed.

Evercore Partners International LLP ("Evercore"), which is authorised and
regulated in the United Kingdom by the FCA, is acting exclusively for UBM as
joint financial adviser and joint sponsor and for no one else in connection
with the transaction, the content of this announcement and other matters
described in this announcement and will not be responsible to anyone other than
UBM for providing the protections afforded to clients of Evercore, nor for
providing advice to any other person in relation to the transaction, the
content of this announcement or any other matters described in this
announcement.

J.P. Morgan Limited (which conducts its UK investment banking business as J.P.
Morgan Cazenove) ("J.P. Morgan Cazenove"), which is authorised and regulated in
the United Kingdom by the FCA, is acting exclusively for UBM as joint financial
adviser, joint sponsor and joint corporate broker and for no one else in
connection with the transaction, the content of this announcement and other
matters described in this announcement and will not be responsible to anyone
other than UBM for providing the protections afforded to clients of J.P. Morgan
Cazenove, nor for providing advice to any other person in relation to the
transaction, the content of this announcement or any other matters described in
this announcement.

Save for the responsibilities and liabilities, if any, of Evercore or J.P.
Morgan Cazenove under the Financial Services and Markets Act 2000, as amended,
or the regulatory regime established thereunder, Evercore and J.P. Morgan
Cazenove assume no responsibility whatsoever and make no representations or
warranties, express or implied, in relation to the contents of this
announcement, including its accuracy, completeness or verification or for any
other statement made or purported to be made by UBM, or on UBM's behalf, or by
Evercore or J.P. Morgan Cazenove or on Evercore's or J.P. Morgan Cazenove's
behalf and nothing contained in this announcement is, or shall be, relied on as
a promise or representation in this respect, whether as to the past or the
future, in connection with UBM or the transaction. Each of Evercore and J.P.
Morgan Cazenove disclaims to the fullest extent permitted by law all and any
responsibility and liability whether arising in tort, contract or otherwise
which it might otherwise be found to have in respect of this announcement or
any such statement.

The contents of this announcement do not constitute or form part of an offer of
or invitation to sell or issue or any solicitation of any offer to purchase or
subscribe for any securities for sale in any jurisdiction nor shall they (or
any part of them) or the fact of their distribution form the basis of, or be
relied upon in connection with, or act as an inducement to enter into, any
contract or commitment to do so.

A copy of the Circular will be available on UBM's website at www.ubm.com.
Neither the content of UBM's website nor any website accessible by hyperlinks
on UBM's website is incorporated in, or forms part of, this announcement. The
Circular will give further details of the transaction.

Forward looking statements

This announcement may include certain forward-looking statements, beliefs or
opinions, including statements with respect to UBM's business, financial
condition and results of operations. These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "plans", "anticipates", "targets", "aims",
"continues", "expects", "intends", "hopes", "may", "will", "would", "could" or
"should" or, in each case, their negative or other various or comparable
terminology. These statements are made by the UBM directors in good faith based
on the information available to them at the date of this announcement and
reflect the UBM directors' beliefs and expectations. By their nature these
statements involve risk and uncertainty because they relate to events and
depend on circumstances that may or may not occur in the future. A number of
factors could cause actual results and developments to differ materially from
those expressed or implied by the forward-looking statements.

No representation or warranty is made that any of these statements or forecasts
will come to pass or that any forecast results will be achieved.
Forward-looking statements speak only as at the date of this announcement and
UBM and its advisers expressly disclaim any obligations or undertaking to
release any update of, or revisions to, any forward-looking statements in this
announcement. No statement in the announcement is intended to be, or intended
to be construed as, a profit forecast or profit estimate and no statement in
the announcement should be interpreted to mean that earnings per UBM share for
the current or future financial years will necessarily match or exceed the
historical earnings per UBM share. As a result, you are cautioned not to place
any undue reliance on such forward-looking statements.

Rounding

Certain figures included in this announcement have been subjected to rounding
adjustments.



END


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