The assets comprise Northern & Shell Network Limited, a subsidiary of Northern & Shell Media Group Limited containing the publishing assets of Northern & Shell and its subsidiaries, International Distribution 2018 Limited and a 50% equity interest in Independent Star Limited.
Northern & Shell’s publishing assets comprise four national newspaper titles (the Daily Express, Sunday Express, Daily Star and Daily Star Sunday) and three celebrity magazines (OK!, New!, and Star) together with a 50% joint venture interest in the Irish Daily Star, outside the UK. Northern & Shell operates a print plant in Luton, serving its portfolio of newspapers and magazines as well as providing third-party printing services.
The purchase consideration of £126.7 million will be satisfied by the payment to the Northern & Shell Media Group Limited of, in aggregate, an initial cash consideration of £47.7 million; deferred cash consideration of £59.0 million payable over 2020 – 2023; and the balance of £20.0 million by the issue to the Seller of 25,826,746 new ordinary shares of 10p each. Trinity Mirror will also make a one-off cash payment of £41.2 million to the Northern & Shell Pension Schemes and a recovery plan through to 2027 has been agreed with total payments of £29.2 million.
In a statement, the Trinity Mirror board said that it believes the acquisition creates a media business of scale to better serve readers and advertisers, enabling the enlarged group to:
- Improve its print and digital editorial propositions by reducing duplication, sharing content and widening the breadth of editorial coverage with larger combined teams;
- Provide advertisers and agencies with a large, high quality audience, including a combined digital audience of 234 million monthly unique browsers (excluding apps); and
- Improve its digital products through shared investment and best practice.
The board also believes the acquisition is financially compelling and will deliver attractive returns to shareholders as the enlarged group will:
- Have a more robust revenue mix with circulation revenue representing nearly half of the enlarged group’s revenue and placing less reliance on print advertising;
- Deliver £20 million in annualised cost synergies by 2020, with a significant amount of these savings achieved in 2019;
- Generate strong cash flows providing financial flexibility for investment, continued support for the enlarged group’s historic pension scheme liabilities and potential return of capital to shareholders; and
- Be materially earnings enhancing in the first full year of ownership.
Commenting on the Acquisition, Simon Fox, Chief Executive, Trinity Mirror plc, said: “This deal is a really exciting moment in Trinity Mirror’s history, combining some of the most iconic titles in the UK media industry. It is good for our readers, good for our customers and good for our shareholders. Northern and Shell’s titles have a large and loyal readership, a growing digital presence and a stable revenue mix and offer an excellent fit with Trinity Mirror.”
Richard Desmond, Chairman of Northern & Shell, said: “The Express Newspapers and our celebrity magazine titles have been a key part of the Northern & Shell portfolio for many years, and I am immensely proud of building them into one of the largest newspaper and magazine groups in the UK. Today’s transformational transaction is a logical and natural next step in the evolution and consolidation of the media sector and will create a larger and stronger platform serving all stakeholders. In Trinity Mirror we have a great partner, who will be an excellent steward of the business going forward and I am delighted to be able to retain an ongoing interest in the combined group.”