LONDON, April 15 /PRNewswire-FirstCall/ -- 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 GBP383 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 GBP300 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 GBP222.9 million of turnover (2003: GBP203.9
million), GBP20.1 million of profit before interest, tax and amortisation
(2003: GBP19.3 million) and GBP7.9 million of profit before interest and tax
(2003: GBP4.9 million). At 31 December 2004, NOP World had net operating
assets of GBP80.2 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 GBP383 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.
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.
SOURCE United Business Media Plc
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CONTACT: Enquiries: United Business Media plc, Colin Browne, Maitland, +44-(0)20-7379-5151; Richard Kerr / Nigel Wilson, +44-(0)20-7921-5000
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