Trinity Mirror has agreed to purchase Northern & Shell’s publishing assets in a near-£200m deal including payments into the Northern & Shell pension schemes.
Subject to approval from its shareholders, Trinity will pay for the main £126.7m transaction through an initial cash payment of £47.7m, a deferred cash payment of £59m payable between 2020 and 2023, and £20m of new shares.
The publisher will also make a one-off cash payment of £41.2m to Northern & Shell’s pension schemes and a recovery plan through to 2027 has been agreed with total payments of £29.2m.
Trinity will fund the cash element of the purchase price, the contributions to the Northern & Shell pension schemes, and transaction costs by the utilisation of a new £75m amortising term loan facility, which will be fully drawn, with the balance being drawn down from its existing debt facility and cash balances.
Trinity said the deal created a media business of scale to better serve its readers and advertisers, enabling the group to improve its print and digital editorial offering by reducing duplication, sharing content, and widening the breadth of editorial coverage with larger combined teams.
The company also believes the acquisition will deliver attractive returns to shareholders as the group will have a more robust revenue mix, with circulation revenue representing nearly half of the company’s revenue and placing less reliance on print advertising.
Furthermore, the group said it will deliver £20m in annualised cost synergies by 2020, with a significant amount of these savings achieved in 2019.
“This deal is a really exciting moment in Trinity Mirror's history, combining some of the most iconic titles in the UK media industry,” said Trinity Mirror chief executive Simon Fox.
“It is good for our readers, good for our customers and good for our shareholders. Northern & Shell's titles have a large and loyal readership, a growing digital presence and a stable revenue mix and offer an excellent fit with Trinity Mirror.”
Fox additionally told BBC Breakfast that, while there would inevitably be job cuts, the move would still be positive.
“If you're employed by a financially stronger organisation, that's good for everyone. There will, over time, be job cuts because we are going to remove duplication in job functions.”
Fox confirmed to the BBC that Trinity has no intention to close any local titles in the next year and that the political teams of each newspaper under the new group will not be “mixing in any way”.
The assets Trinity has acquired include four national newspaper titles – the Daily Express, Sunday Express, Daily Star and Daily Star Sunday, three celebrity magazines – OK!, New!, and Star, and a 50% joint venture interest in the Irish Daily Star.
Included as part of the sale is Northern & Shell’s Westferry Printers plant in Luton, which prints some of the company’s portfolio of titles as well as offering third-party printing services.
It is currently unclear as to how any potential restructuring following the sale could impact the enlarged group's overall print platform. Trinity already has five printing sites in Birmingham, Cardonald, Oldham, Teesside and Watford.
The two firms also outsource a large amount of non-newspaper print. At present, OK! magazine is printed at Prinovis in Liverpool, New! and Star! are printed at GD Web Offset in Rotherham, and the Express newspaper supplements are printed at YM Group. Trinity Mirror’s newspaper supplements are printed at TSB in Germany.
A source close to the situation said: “You'd imagine we would see some sort of consolidation of that work in the next couple of years.”
Northern & Shell chairman Richard Desmond, who will now become one of Trinity’s largest shareholders, said: “Today’s transformational transaction is a logical and natural next step in the evolution and consolidation of the media sector and will create a larger and stronger platform serving all stakeholders.
“In Trinity Mirror we have a great partner, who will be an excellent steward of the business going forward and I am delighted to be able to retain an ongoing interest in the combined group.”
Ben Bird, media sector specialist at supply chain firm Vendigital, commented: “In a rapidly consolidating marketplace, this takeover will allow Trinity Mirror to survive by maximising synergies and driving efficiencies. Making inevitable job cuts and reducing overheads by the consolidation of the publications’ back office will allow the media giant to achieve this.
“If implemented effectively, the takeover will be a positive step for the regional titles. They will have access to content from a far broader political viewpoint rather than just the Trinity Mirror and will also have access to a much bigger audience across print and digital channels.”
Talk of the deal has been ongoing for some time and intensified in September. Earlier this week, Trinity addressed speculation that a deal was imminent.
Last month, two of the group’s 10 biggest shareholders had said they were prepared to block a proposed takeover of the Express, Star and OK! if the price agreed with Desmond was too high.
Trinity Mirror’s share price jumped by 9.2p in early trading to 78.9p and has since settled down to 75p at the time of writing. Earlier this week it hit a 52-week low of 66.09p.