Acquisition of Miller Freeman Titles by Wilmington

Wilmington Group plc (“Wilmington”) has completed the purchase of the business, publishing rights and goodwill of five magazines and related events, directories and supplements from united News & media Group Ltd. The acquisition re-inforces Wilmington’s position as a provider of specialist information in business-to-business markets.

The titles have been acquired by Wimtour Ltd (“Newco”), a subsidiary of Wilmington formed to effect the acquisition, for a cash consideration of £2,863,000 satisfied from existing resources. In the year ended 31 December 1998 the titles had turnover of £4,633,000. These titles were part of Miller Freeman UK Ltd, an indirect subsidiary of United News & Media plc (“UNM”). In addition Wilmington will take on liabilities to fulfil outstanding subscriptions of £537,000.

Newco is 75% owned by Wilmington Publishing Ltd (“WPL”) and 25% by Denis Conlon. Denis Conlon was previously Managing Director of Miller Freeman Plc where he worked for 26 years and joins Wilmington as Managing Director of Newco. The operational staff will be relocated to new offices in the Tonbridge area.

WPL has entered into put and call arrangements whereby it can acquire or be required to acquire Mr Conlon’s 25% interest in Newco prior to 28 February 2013 at a price not exceeding £5,000,000 calculated by reference to the future profits of Newco.

Brian Gilbert, Chief Executive of Wilmington stated that: “We have acquired a number of good quality market leading titles in strong market places. I am delighted, in particular, that Denis Conlon will be joining our group. Denis is one of the most experienced business publishers in the UK.”

Denis Conlon said: “I am particularly pleased to be involved once again with this group of products. They all have an outstanding reputation and history. We will concentrate on building a new environment in which they can enjoy even greater success."

Mark Ledger-Beadell, who advised Denis Conlon and assisted Wilmington with the negotiations with UNM, said: “The Wilmington Newco structure suited Denis’ objectives more than a traditional venture capitalist’s and enabled us to complete a transaction very quickly, in accordance with UNM’s timetable.”

Corporate Finance: Mark Ledger-Beadell, Meta Corporate Finance

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