29 May 2024
BLOOMSBURY PUBLISHING
PLC
("Bloomsbury" or "the
Company")
Acquisition of Rowman &
Littlefield's academic publishing business
Bloomsbury Publishing Plc (LSE:
BMY), the leading independent publisher, today announces the
acquisition of The Rowman & Littlefield Publishing Group's
academic publishing business. It is the biggest acquisition by
Bloomsbury to date, and significantly accelerates and strengthens
Bloomsbury's academic publishing in North America and Bloomsbury
Digital Resources ("BDR").
The transaction is structured as a
sale and purchase agreement for the acquisition of certain assets
which make up the academic publishing business of The Rowman &
Littlefield Publishing Group, Inc. ("Rowman & Littlefield"),
the leading independent US trade and academic publisher. The
consideration is $83m (£65m), of which $76m
(£60m) has been satisfied in cash on completion and up to $7m
(£5m), in escrow, will be satisfied in cash post
completion.
About Rowman & Littlefield
Rowman & Littlefield is a
privately-owned independent publisher, founded in 1949. It publishes more than 40,000 academic titles under its
greatly respected imprints including Rowman & Littlefield and
Lexington Books and prestigious publishing partnerships. Rowman
& Littlefield's leading authors cover academic arts, humanities
and social sciences, with sales generated through print and
ebook.
The transaction does not
include Rowman &
Littlefield's Globe Pequot lists (with the
exception of the Applause and Backbeat imprints), its trade
publishing arm, Sundance-Newbridge, its K-8 education business or
National Book Network (NBN), its trade distribution
business.
Acquisition rationale
This transformational acquisition is
a significant milestone in Bloomsbury's 2030 vision, making
Bloomsbury a leading US academic publisher. The
combined business will publish c97,000 titles, creating a
significant platform for further growth, cementing Bloomsbury's
strong market position in core subject areas and strengthening
areas where the Company is building a presence such as business and
psychology. The acquisition will enable us to focus the combined
Bloomsbury Academic business on deeper global market
penetration, subject area expansion and continued innovation in
digital scholarship and learning.
This strategically important
acquisition will accelerate BDR, increasing our target revenue for
2027/28 to £41m, as Bloomsbury applies its proven ability to create
digital growth to Rowman & Littlefield's market leading titles,
expanding BDR products and driving innovation.
Rowman & Littlefield's
academic publishing business generated revenue of
$36m* (£28m*) and profit before tax of approximately $6m* (£5m*)
for the year ended 31 December 2023, with gross assets of
approximately $6m* (£5m*).
The acquisition is expected to be
earnings accretive, before highlighted items and amortisation, in
the current year and significantly earnings accretive, before
highlighted items and amortisation, in 2025/26, the first full
year. Additionally, there are potential cost
synergies from the scale of the combined business and operational
improvements.
Bloomsbury has financed this
acquisition from its own cash resources and a new $38m (£30m) three
year term loan with Lloyds Bank Plc.
The Transaction constitutes a class
2 transaction for the purposes of the UK Financial Authority's
Listing Rules and, as such, does not require approval by the
Company's shareholders.
Nigel Newton, Chief Executive of
Bloomsbury, commented:
"This acquisition is a game-changer
for Bloomsbury. Rowman & Littlefield is one of the few
independent US academic publishers of such scale and it is great
that our discussions with Jed Lyons have led to this acquisition.
Their 40,000 academic titles added to ours will make us a
significant US academic publisher, growing Bloomsbury's academic
and digital publishing presence in North America, opening new
markets and publishing areas to Bloomsbury, and is a key milestone
in the delivery of our long-term growth strategy. Following the
exceptional performance in our Consumer division in our recently
announced Preliminary Results, the acquisition accelerates our
Non-Consumer division, underlining our portfolio of portfolios
strategy."
Jed Lyons, President and CEO of
Rowman & Littlefield, commented:
"2024 marks the 75th anniversary of
Rowman & Littlefield. When Nigel Newton approached me and
described his vision for how our academic businesses would
complement Bloomsbury's academic business, it soon became clear
that there is a compelling fit. The superb publishing team that
runs the Rowman & Littlefield academic business will find a
welcoming home at Bloomsbury and our authors will benefit from the
global reach of Bloomsbury's sales and marketing
efforts."
* These numbers are
unaudited.
This announcement contains currency
exchange rates based on the average rate on 28 May 2024.
For
further information, please contact:
Bloomsbury
Publishing Plc
Tamsin Garrity, Head of Investor
Relations
tamsin.garrity@bloomsbury.com
Hudson Sandler
+44 (0) 20 7796 4133
Dan de Belder/ Hattie Dreyfus/ Emily
Brooker
bloomsbury@hudsonsandler.com
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