17th Jun 2008 17:57
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, INTO OR FROM
ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT
LAWS OF SUCH JURISDICTION Statement regarding merger discussions with Informa plc
On 8 June 2008, United Business Media plc ("UBM") announced that it was in discussions with Informa plc ("Informa") regarding a potential merger of the two groups. For several weeks prior to this date, UBM had been in discussions with Informa in connection with a nil-premium, all-share merger. UBM remains of the view that a merged company could deliver significant benefits to both UBM and Informa shareholders, provide enhanced services to its customers, and could become the employer of choice in the global business media market. However, the Board of UBM has been unable to agree terms with Informa that would be in the best interests of UBM shareholders. Discussions between UBM and Informa have therefore ceased.
UBM will continue the successful growth strategy which has delivered compound annual growth in earnings per share of in excess of 28% over the last five years. UBM will continue to invest both in acquisitions and in organic business development initiatives for its leading global news distribution, information and exhibitions businesses. UBM will seek to take advantage of its strong balance sheet - at the end of March 2008 UBM's net debt was approximately ‚£170m - whilst maintaining its requirement that its acquisitions deliver an 8% post-tax return in the first full year of ownership.
For the purposes of Rule 2.8 of The City Code on Takeovers and Mergers ("theCode"), UBM reserves the right to make or participate in an offer or possibleoffer for Informa within the six months following the date of this announcementin the event that: (1) an agreement or recommendation from the Board of Informais forthcoming; (2) there is an announcement of an offer or possible offer by athird party for Informa; (3) there is an announcement by or on behalf ofInforma of a 'whitewash' proposal (as defined in the Code) or of a reversetakeover (as defined in the Code); (4) Informa undertakes or announces anintention to undertake any acquisition, disposal, merger, joint venture, schemeof arrangement or other transaction involving in any such case a materialamount (as defined in Note 2 of Rule 21.1 of the Code); (5) there is a changein the executive directors of Informa; or (6) there is a material change ofcircumstances. - Ends - ContactsMedia Peter Bancroft Director of Communications E-mail [email protected] Direct telephone +44 20 7921 5961 Chris Barrie Citigate Dewe Rogerson E-mail [email protected] Direct telephone +44 20 7282 2943 Mobile +44 796 872 72 89 Analysts/Investors Email [email protected] Nigel Wilson +44 20 7921 5019 Andrew Crow +44 20 7921 5940 Direct telephone +44 20 7921 5095 Merrill Lynch International Richard Taylor +44 20 7995 2052 Simon Fraser +44 20 7996 2606
Merrill Lynch International is acting exclusively for UBM and no one else in connection with a possible transaction with Informa and will not be responsible to anyone other than UBM for providing the protections afforded to clients of Merrill Lynch International or for providing advice in relation to the proposal or any other transaction, arrangement or matter referred to in this announcement.
Notes to Editors
1. About United Business Media plc
United Business Media plc is a leading global business media company. We inform markets and bring the world's buyers and sellers together at events, online, in print, and with the information they need to do business successfully. We focus on serving professional commercial communities, from doctors to game developers, from journalists to jewellery traders, from farmers to pharmacists around the world. Our 5,000 staff in more than 30 countries are organised into specialist teams that serve these communities, helping them to do business and their markets to work effectively and efficiently. For more information, go to www.unitedbusinessmedia.com.
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