15th Apr 2005 06:00
15 April 2005 UNITED BUSINESS MEDIA PLC SALE OF NOP WORLD TO GfK FOR ‚£383 MILLION AND INTENTION TO RETURN ‚£300 MILLION TO UBM SHAREHOLDERS United Business Media plc ("UBM") announces that it has signed a definitiveagreement with GfK Aktiengesellschaft ("GfK") in relation to the sale of NOPWorld, its market research business, for ‚£383 million in cash.Earlier this year, UBM announced a review of strategic options for NOP Worldand a commitment that "if sold, the Board intends that UBM should return asubstantial part of the proceeds of the sale to shareholders". A number ofthird parties expressed their interest in acquiring NOP World and the Board hasnow concluded that the sale of NOP World to GfK would maximise value for UBMshareholders.UBM intends, conditional on completion of the sale of NOP World, to return ‚£300million of the proceeds of the disposal to UBM shareholders. This amountrepresents some 17 per cent. of UBM's current market value. Details of themechanics for the return of capital will be announced at UBM's Annual GeneralMeeting to be held on 12 May 2005.David Levin, Chief Executive Officer of UBM, said: "I am delighted with theachievement of this excellent result, both for UBM shareholders, enabling us tomake a substantial capital return, and for NOP employees, who will havesignificant opportunities as part of a larger market research group. Thistransaction creates a more focused UBM which can continue to develop its globalpublishing interests."NOP World is a leading provider of both syndicated and custom primary researchand consulting support services. During the year to 31 December 2004, NOP Worldgenerated ‚£222.9 million of turnover (2003: ‚£203.9 million), ‚£20.1 million ofprofit before interest, tax and amortisation (2003: ‚£19.3 million) and ‚£7.9million of profit before interest and tax (2003: ‚£4.9 million). At 31 December2004, NOP World had net operating assets of ‚£80.2 million.GfK is a pure market research company. The acquisition of NOP World will expandGfK's operations in the UK and the US and further strengthen its business inimportant sectors like Media, Healthcare and Automotive, making GfK one of thelargest market research companies in the world.The consideration of ‚£383 million is stated on a debt/cash free basis and willbe subject to an adjustment to reflect the level of working capital atcompletion. Completion of the disposal, which is conditional upon requiredanti-trust and regulatory approvals, is expected to take place at the end ofMay.The disposal of NOP World is not expected to generate any tax liability forUBM. On a standalone basis, the disposal would have been expected to bemodestly dilutive to UBM's 2005 earnings per share. The return of capital isexpected to more than offset this dilution.Dresdner Kleinwort Wasserstein Limited and Allen & Company LLC are acting asfinancial advisers to UBM on this transaction.EnquiriesUnited Business Media plcColin Browne, Maitland 020 7379 5151 Richard Kerr / Nigel Wilson 020 7921 5000 Dresdner Kleinwort Wasserstein Limited, which is authorised and regulated bythe Financial Services Authority, is acting for United Business Media plc andfor no-one else in connection with the contents of this document or thetransaction and will not be responsible to anyone other than United BusinessMedia plc for providing the protections afforded to customers of DresdnerKleinwort Wasserstein Limited, or for affording advice in relation to thetransaction, the contents of this document or any matters referred to herein.United Business Media plc (http://www.unitedbusinessmedia.com) is a leadingprovider of business information services to the technology, healthcare, media,automotive, financial services and property industries. UBM offers services innews distribution, market research, publishing and events to customers acrossthe globe. Its brands include PR Newswire, the world's leading corporate newsdistribution service; NOP World, one of the largest market research groupsglobally; and CMP, the B2B media and exhibition group operating in high tech,healthcare, property, entertainment, jewellery & fashion in the US, UK, Asiaand Europe.This press release includes statements which are not historical facts and areconsidered "forward-looking" within the meaning of Section 27 of the SecuritiesAct of 1933, as amended. These forward-looking statements reflect UBM's currentviews about future events, business and growth strategy and financialperformance. These forward-looking statements are identified by their use ofterms and phrases such as "believe," "expect," "plan," "anticipate," "ontarget" and similar expressions identifying forward-looking statements.Investors should not rely on forward-looking statements because they aresubject to a variety of risks, uncertainties and other factors that could causeactual results to differ materially from UBM's expectations. UBM expressly doesnot undertake any duty to update forward-looking statements. Management doesnot attempt to update forecasts unless conditions materially change.ENDUNITED BUSINESS MEDIA PLCRelated Shares:
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