Freshfields and Slaughters lead on Penguin Random House merger
Freshfields Bruckhaus Deringer and Slaughter and May have picked up leading roles alongside two US firms on the planned joint venture between Penguin and Random House, which will create a consumer publishing giant with combined revenues of around £2.5bn. UK media group Pearson and German rival Bertelsmann confirmed today (29 October) that they have agreed to combine their respective publishing outfits, with Random House owner Bertelsmann set to own 53% of the new Penguin Random House joint venture and Penguin parent Pearson the remaining 47% stake.
October 29, 2012 at 08:19 AM
3 minute read
Freshfields Bruckhaus Deringer and Slaughter and May have picked up leading roles alongside several US firms on the planned joint venture between Penguin and Random House, which will create a consumer publishing giant with combined revenues of around £2.5bn.
UK media group Pearson and German rival Bertelsmann confirmed today (29 October) that they have agreed to combine their respective publishing outfits, with Random House owner Bertelsmann set to own 53% of the new Penguin Random House joint venture and Penguin parent Pearson the remaining 47% stake.
The joint venture will exclude Bertelsmann's trade publishing business in Germany and Pearson will retain rights to use the Penguin brand in education markets worldwide.
Freshfields is advising Pearson on the deal, with corporate partner and London M&A co-head Simon Marchant leading a team which also includes corporate partner Oliver Lazenby. Freshfields is advising alongside US firm Morgan Lewis.
Freshfields previously acted for Pearson on a £99m takeover bid for vocational training service in 2010, fielding a team led by corporate partner Stephen Hewes, however the media company also regularly uses Herbert Smith, which previously advised on deals including the £450m sale of Pearson's 50% stake in FTSE International to the London Stock Exchange (LSE) in 2011.
Meanwhile Slaughters is advising Bertelsmann on the Penguin deal, with corporate partner Charles Randell in the lead. New York leader Davis Polk & Wardwell and fellow US firm Cooley are advising the German media group alongside Slaughters, while Baker & McKenzie acted as tax counsel with London corporate tax head Alex Chadwick leading the firm's team.
Slaughters has previously advised Bertelsmann on deals including Universal Music Group's €1.63bn (£1.31bn) acquisition of Bertelsmann's BMG music publishing division in 2006, in which Randell advised alongside the magic circle firm's best friends including Hengeler Mueller, Bredin Prat, Bonelli Erede Pappalardo and Uria Menendez.
In 2011, Random House, publisher of the popular 50 Shades of Grey series, 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.
Pearson chief executive Marjorie Scardino said: "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."
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