UBM news releases
Sale of NOP World to GfK for £383 million and intention to return £300 million to UBM shareholders
Apr 16, 2005
United Business Media plc ("UBM") announces that it has signed a definitive agreement with GfK Aktiengesellschaft ("GfK") in relation to the sale of NOP World, its market research business, for £383 million in cash.
Earlier this year, UBM announced a review of strategic options for NOP World and a commitment that "if sold, the Board intends that UBM should return a substantial part of the proceeds of the sale to shareholders". A number of third parties expressed their interest in acquiring NOP World and the Board has now concluded that the sale of NOP World to GfK would maximise value for UBM shareholders.
UBM intends, conditional on completion of the sale of NOP World, to return £300 million of the proceeds of the disposal to UBM shareholders. This amount represents some 17 per cent. of UBM's current market value. Details of the mechanics for the return of capital will be announced at UBM's Annual General Meeting to be held on 12 May 2005.
David Levin, Chief Executive Officer of UBM, said: "I am delighted with the achievement of this excellent result, both for UBM shareholders, enabling us to make a substantial capital return, and for NOP employees, who will have significant opportunities as part of a larger market research group. This transaction creates a more focused UBM which can continue to develop its global publishing interests."
NOP World is a leading provider of both syndicated and custom primary research and consulting support services. During the year to 31 December 2004, NOP World generated £222.9 million of turnover (2003: £203.9 million), £20.1 million of profit before interest, tax and amortisation (2003: £19.3 million) and £7.9 million of profit before interest and tax (2003: £4.9 million). At 31 December 2004, NOP World had net operating assets of £80.2 million.
GfK is a pure market research company. The acquisition of NOP World will expand GfK's operations in the UK and the US and further strengthen its business in important sectors like Media, Healthcare and Automotive, making GfK one of the largest market research companies in the world.
The consideration of £383 million is stated on a debt/cash free basis and will be subject to an adjustment to reflect the level of working capital at completion. Completion of the disposal, which is conditional upon required anti-trust and regulatory approvals, is expected to take place at the end of May.
The disposal of NOP World is not expected to generate any tax liability for UBM. On a standalone basis, the disposal would have been expected to be modestly dilutive to UBM's 2005 earnings per share. The return of capital is expected to more than offset this dilution.
Dresdner Kleinwort Wasserstein Limited and Allen & Company LLC are acting as financial advisers to UBM on this transaction.
|United Business Media plc|
|Colin Browne||Maitland||020 7379 5151|
|Richard Kerr / Nigel Wilson||020 7921 5000|
Dresdner Kleinwort Wasserstein Limited, which is authorised and regulated by the Financial Services Authority, is acting for United Business Media plc and for no-one else in connection with the contents of this document or the transaction and will not be responsible to anyone other than United Business Media plc for providing the protections afforded to customers of Dresdner Kleinwort Wasserstein Limited, or for affording advice in relation to the transaction, the contents of this document or any matters referred to herein.
United Business Media plc (http://www.unitedbusinessmedia.com) is a leading provider of business information services to the technology, healthcare, media, automotive, financial services and property industries. UBM offers services in news distribution, market research, publishing and events to customers across the globe. Its brands include PR Newswire, the world's leading corporate news distribution service; NOP World, one of the largest market research groups globally; and CMP, the B2B media and exhibition group operating in high tech, healthcare, property, entertainment, jewellery & fashion in the US, UK, Asia and Europe.
This press release includes statements which are not historical facts and are considered "forward-looking" within the meaning of Section 27 of the Securities Act of 1933, as amended. These forward-looking statements reflect UBM's current views about future events, business and growth strategy and financial performance. These forward-looking statements are identified by their use of terms and phrases such as "believe," "expect," "plan," "anticipate," "on target" and similar expressions identifying forward-looking statements. Investors should not rely on forward-looking statements because they are subject to a variety of risks, uncertainties and other factors that could cause actual results to differ materially from UBM's expectations. UBM expressly does not undertake any duty to update forward-looking statements. Management does not attempt to update forecasts unless conditions materially change.