Heidelberg Shareholders Approve All Items on Agenda with Clear Majority

Around 1,650 shareholders today participated in the Annual General Meeting (AGM) of Heidelberger Druckmaschinen AG (Heidelberg) for financial year 2014/2015, which was held at the Congress Center Rosengarten in Mannheim, Germany. Approximately 30 percent of Heidelberg’s share capital was represented at the event.

The Management Board discussed the company’s strategy and the financial results for the past financial year (April 1, 2014 through March 31, 2015). In his speech, Deputy CEO and Chief Financial Officer Dirk Kaliebe analyzed where Heidelberg stands at present and then highlighted where the company is heading in the medium term. The company had largely completed its strategic reorientation during the previous financial year. The focus during this process was on realigning the Group’s portfolio toward profitable areas of business and growth sectors.

The corporate structures have also been adapted to the dynamic changes in markets. This has had a further significant impact on sales and results. Together with optimizing the financing structure, this package of measures set the foundation for profitable growth. The aim is to achieve between 2 and 4 percent higher sales and an EBITDA margin of at least 8 percent during the current financial year 2015/2016.

Approval from the company’s shareholders was needed for six of the seven items on the AGM’s agenda. These included the election of Kirsten Lange to the Supervisory Board and decisions to raise new contingent capital and new authorized capital. All items on the agenda were approved with a clear majority

Pearson to Sell Financial Times to Nikkei for $1.3B, Plans to Focus on Educational Publishing

Pearson has announced that it has agreed to the sale of the Financial Times Group to Nikkei Inc. for a gross consideration of £844 million ($1.3 billion), payable in cash. Financial Times is one of the world’s leading news organizations, recognized for its authority, integrity and accuracy. It includes the FT newspaper, FT.com, How to Spend It, FT Labs, FTChinese, the Confidentials and Financial Publishing (including The BankerInvestors Chronicle, MandateWire, Money-Media, Medley Global Advisors and more). At the FT, total circulation across print and digital rose more than 30 percent over the last five years to 737,000, with digital circulation growing to represent 70 percent of the total, from 24 percent, and mobile driving almost half of all traffic. Content and services now account for the majority of revenues.

In 2014, FT Group contributed £334m of sales and £24m of adjusted operating income to Pearson. At June 30, 2015, FT Group had gross assets of approximately £250m. The agreement does not include FT Group’s London property at One Southwark Bridge and Pearson’s 50 percent stake in The Economist Group. The transaction is subject to a number of regulatory approvals and is expected to close during the fourth quarter of 2015.

A contribution will be made to the Pearson group pension plan following closing of the transaction, expected to be around £90m. In addition, Pearson has committed to fund the pension plan to self-sufficiency in the near term. Most of the proceeds from the disposal will be subject to U.K. Substantial Shareholder Exemption taxation relief but Pearson expects to pay tax on disposal of approximately £60 million. The balance of the proceeds will be used by Pearson for general corporate purposes and investment in its global education strategy.

John Fallon, Pearson’s chief executive, commenting on the transaction said, “Pearson has been a proud proprietor of the FT for nearly 60 years. But we’ve reached an inflection point in media, driven by the explosive growth of mobile and social. In this new environment, the best way to ensure the FT’s journalistic and commercial success is for it to be part of a global, digital news company.”

He continued, “Pearson will now be 100 percent focused on our global education strategy. The world of education is changing profoundly and we see huge opportunity to grow our business through increasing access to high-quality education globally. Nikkei has a long and distinguished track record of quality, impartiality and reliability in its journalism and global viewpoint. The board and I are confident that the FT will continue to flourish under Nikkei’s ownership.”

Tsuneo Kita, chairman and group CEO of Nikkei, also noted, “I am extremely proud of teaming up with the Financial Times, one of the most prestigious news organizations in the world. Our motto of providing high-quality reporting on economic and other news, while maintaining fairness and impartiality, is very close to that of the FT. We share the same journalistic values. Together, we will strive to contribute to the development of the global economy.”

Evercore, Goldman Sachs and J.P. Morgan Cazenove acted as financial adviser to Pearson on this transaction. Rothschild Group acted as financial advisers to Nikkei on this transaction