Emap Plc (B2B division) (United Kingdom) - Jan 2008

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01 January 2008

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Apax Partners is due to complete the acquisition of Emap’s B2B publishing division through newco vehicle Eden BidCo. Expected to finalise in March, Apax is backing the public-to-private of Emap Plc alongside Guardian Media Group (GMG). Emap announced a strategic review of its divisions in 2007. It agreed the £1.14bn sale of its consumer magazines and radio businesses with German publisher H Bauer in early December of last year and decided to retain its B2B arm. However, it subsequently agreed a sale of this division too to the Apax GMG team. The completion of this deal was conditional upon shareholder approval being given to the divestment of the B2C and radio arm which was given on 25 January. The enterprise value of the B2B division has not been disclosed, but is thought to be around £1.02bn with the total enterprise value of the whole of Emap having stood at approximately £2bn before the break-up. GMG and Apax are joint shareholders in Eden Bidco. There has been speculation that Apax will seek to merge Eden Bidco with its other B2B publishing portfolio company Incisive Media, the publisher of unquote”. A spokesperson for Apax told unquote”: “No firm plans on whether Eden Bidco would merge or not merge with Incisive Media have been made.” A merger of the two companies would create a £2bn+ B2B publisher. Apax acquired Incisive Media from the London Stock Exchange in a £255m deal in 2006 and added US law publishing business ALM for $630m in 2007. Royal Bank of Scotalnd, HSBC, GE and Lloyds TSB Capital Markets are providing debt to support the transaction with 60% of the value of the deal funded by debt. Apax has a prior relationship with GMG through its ownership of a 49.9% stake in Trader Media Group (TMG), majority owned by GMG. The deal was completed last year and valued TMG, a classified directories business that publishes 70 titles worldwide including Auto Trader, at £675m (23 April 2007, page 27).

Company

Emap’s business-to-business division focuses on five main verticals – construction, retail, media, automotive and public sector. Its key brands include WGSN, Cannes Lions, Nursing Times, Spring Fair, Retail Week and Broadcast. The London-headquartered business employs around 1,200 staff and generates more than £100m of EBITDA on a turnover of £300m+.

People

Irina Hemmers and Stephen Grabiner led the deal for Apax. Ian Brown and Paul Hollis worked on the deal for Lloyds TSB.

Advisers

Company - Ashurst, (Legal)Company - Deloitte, (Corporate Finance)Company - Freshfields Bruckhaus Deringer, (Legal)Company - PricewaterhouseCoopers, (Financial Due Diligence)Debt - Clifford Chance LLP, Adam Signy, Emma Folds, James Johnson, Nathan Pearce, Tom Horner (Legal)Equity - Deutsche Bank, (Corporate Finance)