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Bertelsmann And Pearson To Combine Book Biz

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It's official. The international media groups Bertelsmann and Pearson announced on 29 October that they will combine the activities of their respective trade-book publishing companies, Random House and Penguin Group. Bertelsmann will own 53 per cent, Pearson 47 per cent. The closing of the transaction is scheduled to take place in the second half of 2013, following regulatory approval. The announcement of the combination was made today in Gütersloh, Germany by Thomas Rabe, Chairman and CEO of Bertelsmann, and in London by Marjorie Scardino, Chief Executive of Pearson.
 
Random House is the leading English language publisher in the US and the UK, while Penguin is the world’s most famous publishing brand and has a strong presence in fast-growing developing markets. Both companies have a long history of publishing excellence, and both have been pioneers in the dramatic industry transformation towards digital publishing and bookselling. 
 
Pearson and Bertelsmann both concluded that the publishing and commercial success of Penguin and Random House can best be sustained and enhanced through a partnership with another major international publishing house. They believe that the combined organisation will have a stronger platform and greater resources to invest in rich content, new digital publishing models and high-growth emerging markets. The organisation will generate synergies from shared resources such as warehousing, distribution, printing and central functions. Pearson and Bertelsmann intend that the combined organisation’s level of organic investment in authors and new product models will exceed the total investment of Penguin and Random House as independent publishing houses.  
 
 
Upon closing, Markus Dohle, Chairman and Chief Executive Officer of Random House worldwide, will be CEO of the new group. John Makinson, Chairman and CEO of Penguin, will become Chairman of the Board of Directors. Additional senior executive appointments will be announced in due course. Bertelsmann will appoint five representatives to the group's Board of Directors, Pearson four. The new name will be Penguin Random House. Until the closing, the companies will maintain their current separate operations and continue conducting business independently.
 
The new publishing group will include all the publishing divisions and imprints of Random House and Penguin in the US, Canada, the UK, Australia, New Zealand, India, South Africa, as well as Penguin's publishing company in China, and Random House's Spanish-language publishing operations in Spain and Latin America. Random House's Munich-based German-language publishing company, Verlagsgruppe Random House, will not be part of the Group and will remain at Bertelsmann. In the new company, the publishing imprints of Random House and Penguin will continue to publish their books with the autonomy they presently enjoy, and retain their distinct editorial identities.
 
“The combination of Random House and Penguin, first of all, significantly strengthens book publishing, one of our core businesses. Second, it advances the digital transformation on an even greater scale, and third, it increases our presence in the target growth markets Brazil, India and China," said Bertelsmann Chairman & CEO Thomas Rabe.
 
“With this planned combination, Bertelsmann and Pearson create the best course for the future of our world-renowned trade-book publishers, Random House and Penguin, by enabling them to publish even more effectively across traditional and emerging formats and distribution channels. It will build on our publishing tradition, offering an extraordinary diversity of publishing opportunities for authors, agents, booksellers, and readers, together with unequalled support and 
resources,” he added.
 
“Today's announcement is a milestone not only for Random House, but also for the entire Bertelsmann group, with its 177-year publishing history. Its significance for our business and for the cultural resonance of our book publishing operations worldwide is on a par with such momentous agreements as the takeover of Goldmann Verlag in 1977; the acquisition of a stake in Bantam Books, our first-ever US investment, that same year; the purchase of Doubleday in 1986; and especially that of Random House in 1998. Each of these steps was aimed at increasing the breadth and quality of Bertelsmann's publishing operations, as our new company will,” added Rabe.
 
Marjorie Scardino, chief executive of Pearson, said: “Penguin is a successful, highly-respected and much-loved part of Pearson. This combination with Random House - a company with an almost perfect match of Penguin's culture, standards and commitment to publishing excellence - will greatly enhance its fortunes and its opportunities. Together, the two publishers will be able to share a large part of their costs, to invest more for their author and reader constituencies and to be more adventurous in trying new models in this exciting, fast-moving world of digital books and digital readers.”
 
The combination is subject to customary regulatory and other approvals, including merger control clearances, and is expected to complete in the second half of 2013.  In 2011, Random House reported revenues of €1.7bn (£1.48bn) and operating profit of €185m (£161m). Penguin reported revenues of £1.0bn and operating profit of £111m with total assets of £1.0bn. After completion, Pearson will report its 47% share of profit after tax from the joint venture as an associate in its consolidated income statement. 
 
Under the terms of the agreement, neither Pearson nor Bertelsmann may sell any part of their shareholding in Penguin Random House for three years. To protect Pearson’s interests as a minority shareholder, if Bertelsmann declines a Pearson offer to sell its entire shareholding, Pearson may require a recapitalisation by which Penguin Random House raises debt of up to 3.5x EBITDA, with a dividend distributed to shareholders in line with their ownership. In addition, from five years after completion, either partner may require an IPO of Penguin Random House.  
 
Markus Dohle, Chairman & CEO of Random House, adds: “Our new company will bring together the publishing expertise, experience, and skill sets of two of the world's most successful, enduring trade book publishers. In doing so, we will create a publishing home that gives employees, authors, agents, and booksellers access to unprecedented resources. I deeply believe that the support and services that we will be able to offer, coupled with the creative and editorial independence that we will continue to maintain, will benefit everyone in the book publishing environment, especially our passionate readers from today's generation to the next.”
  
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