Cash proceeds of up to approximately $235m,
with News Corp option to retain up to 15% interest in NAM;
Divestment is part of News Corp’s simplification strategy and will
increase transparency within the News & Information Services
segment, highlighting the value of key assets
News Corp today announced that it has entered into a definitive
agreement to sell its News America Marketing business (“NAM”) to
Charlesbank Capital Partners, a private equity firm with offices in
Boston and New York.
The agreement follows a strategic review of NAM as part of News
Corp’s ongoing efforts to optimize its portfolio and simplify the
structure of the Company.
Under the terms of the agreement, News Corp will receive cash
consideration of up to approximately $235 million, comprised of $50
million in cash upon closing of the transaction and additional
deferred cash payments in an aggregate amount of between $125
million and approximately $185 million, depending on the timing of
such payments. The deferred consideration is payable on or before
the five-year anniversary of closing. Additionally, News Corp has
the opportunity to benefit from NAM’s future success through an
option to retain up to 15% equity in the business (5% at closing
and 10% five-year warrant). The purchase price is subject to
customary working capital and other adjustments. Please see News
Corp’s Form 8-K to be filed with the Securities and Exchange
Commission for more information.
“After evaluating the strategic options, our Board has
determined that the sale of NAM to Charlesbank is the best course
of action to enhance shareholder value and to simplify the
structure of News Corp. We expect that the transaction will enable
us to highlight the value of our other properties, including Dow
Jones,” said Robert Thomson, Chief Executive of News Corp.
“When NAM was established, it was dependent on the distribution
of coupons via newspaper inserts, but, in recent years, the
in-store and digital segments have expanded substantially. The
continued strong performance of supermarkets and consumer goods,
both core clients of NAM, suggests that the company will have a
successful future under its new ownership,” said Mr. Thomson.
“We are excited to be acquiring NAM and look forward to working
with the management team, employees and partners to further build
this business and significant brand,” said Brandon White, Managing
Director of Charlesbank. “We are committed to investing the
resources required to enhance NAM’s growth, including installing
Bill Redmond as CEO of NAM after the transaction closes. Since
1996, Bill has served as a CEO, Director and Advisor at over twenty
companies, public and private, with a record of building
substantial shareholder value through a combination of operating
efficiency and growth through product, consumer and customer
development. From 1981-1996, Bill held every level of sales
leadership roles at Procter & Gamble, PepsiCo and Quaker Oats.
Bill has also demonstrated successful leadership in take-private
transactions and most recently was President & CEO of Innocor,
Inc., one of the largest polyurethane foam and foam finished
product manufacturers in North America. We feel confident that the
company will exceed the expectations of customers, employees and
suppliers in the months ahead.”
The transaction, which is expected to close in the fourth
quarter of fiscal 2020, is subject to regulatory approval and
customary closing conditions.
Allen & Company LLC served as financial advisor and Gibson,
Dunn & Crutcher LLP served as legal counsel to News Corp in
connection with this transaction. RBC Capital Markets served as
financial advisor and Goodwin Procter LLP served as legal counsel
to Charlesbank in connection with this transaction.
About News Corp
News Corp (Nasdaq: NWS, NWSA; ASX: NWS, NWSLV) is a global,
diversified media and information services company focused on
creating and distributing authoritative and engaging content and
other products and services. The company comprises businesses
across a range of media, including: news and information services,
subscription video services in Australia, book publishing and
digital real estate services. Headquartered in New York, News Corp
operates primarily in the United States, Australia, and the United
Kingdom, and its content and other products and services are
distributed and consumed worldwide. More information is available
at: http://www.newscorp.com.
About News America Marketing
News America Marketing (NAM) is the premier marketing partner of
some of the world’s most well-known brands, and its broad network
of shopper media, incentive platforms and custom merchandising
services influences the purchasing decisions of online and offline
shoppers across the U.S. and Canada. The business has comprehensive
in store marketing media options in over 60,000 stores in the US
and Canada, and reaches households across the country with
circulation of more than 60 million through nearly 2,000
publications. In addition, the business has a digital media
network, powered by first-party shopper data, including
programmatic display, email, social and video to help brands and
retailers connect with consumers. Headquartered in New York, NAM
has a sales force of more than 300 people in 12 offices across the
US and Canada. The business can be visited online at
www.newsamerica.com.
About Charlesbank
Based in Boston and New York, Charlesbank Capital Partners is a
middle-market private equity investment firm managing more than $7
billion of capital. Charlesbank focuses on management led buyouts
and growth capital financings and also engages in opportunistic
credit and technology investments. The firm seeks to partner with
strong management teams to build companies with sustainable
competitive advantage and excellent prospects for growth. For more
information, please visit www.charlesbank.com.
Forward-Looking Statements
This release contains forward-looking statements based on
current expectations or beliefs, as well as assumptions about
future events, and these statements are subject to factors and
uncertainties that could cause actual results to differ materially
from those described in the forward-looking statements. The words
“expect,” “estimate,” “anticipate,” “predict,” “believe,”
“potential” and similar expressions and variations thereof are
intended to identify forward-looking statements. These statements
appear in a number of places in this release and include statements
with respect to, among other things, the expected timing for the
completion of, and the potential benefits from, the sale of the
Company’s News America Marketing business. Readers are cautioned
that any forward-looking statements are not guarantees of future
performance and involve risks and uncertainties. Many factors, such
as the risks and uncertainties related to the parties’ efforts to
comply with and satisfy applicable regulatory approvals and closing
conditions relating to the sale, as well as continued uncertainty
caused by the new coronavirus pandemic, could cause actual results
to differ materially from those described in these forward-looking
statements. The forward-looking statements in this release speak
only as of this date and the parties undertake no obligation (and
expressly disclaim any obligation) to publicly update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20200331005480/en/
News Corp Investor Relations Michael Florin 212-416-3363
mflorin@newscorp.com
News Corp Corporate Communications Jim Kennedy 212-416-4064
jkennedy@newscorp.com
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