IAC's Dotdash to Acquire Meredith Corporation's National Media Group For $42.18/Share

Author: Michael Horton | October 06, 2021 04:47pm

IAC (NASDAQ:IAC) and Meredith Corporation (NYSE:MDP), a leading media company and owner of world-class brands such as PEOPLE, Better Homes & Gardens, Allrecipes, Southern Living, InStyle and REAL SIMPLE, today announced their entry into an agreement pursuant to which IAC's Dotdash digital publishing unit will acquire the entity that will hold Meredith Corporation's National Media Group, which is comprised of its Digital and Magazine businesses, and its corporate operations ("Meredith"), in an all cash transaction at a purchase price of $42.18 per share. The transaction combines the power of Dotdash's digital publishing model with Meredith's trusted, iconic brand portfolio, loyal audience and scale. The combined company, to be called Dotdash Meredith and led by Dotdash CEO Neil Vogel, is expected to be one of the largest publishers in America with leading brands across the highest value commercial categories online, including home, health, food, finance, parenting, and beauty. The transaction is expected to close by the end of the year.

"The Meredith family is extremely proud of everything the company has achieved over the past 120 years, which is a direct reflection of our dedicated employees," said Mell Meredith Frazier, Vice Chairman of the Meredith board of directors. "Our creative and devoted employees have guided our beloved brands through a fast-changing media landscape – enriching the lives of generations of Americans. The Meredith Foundation will continue to be an active member in the flourishing Des Moines community, as will Dotdash Meredith."

Digital publisher Dotdash on its own currently reaches approximately 100 million online consumers monthly and its collection of 14 media brands in health, finance and lifestyle are among the fastest growing media brands online. Powered by a focus on superior content, strong, authoritative editorial voices and respectful advertising, Dotdash has seen 17 consecutive quarters of double-digit revenue growth.

"We've often found opportunities in the digital transformations of businesses and industries: travel, ticketing, dating, home services, and now publishing. Meredith is already seeing record digital growth and we think Dotdash can help accelerate that growth," said Joey Levin, CEO of IAC.

Continued Mr. Levin, "We admire the consumer's trust in Meredith's more than 40 brands when it comes to essential life decisions, and we believe true and reliable content created by talented writers, editors, and photographers, backed by real brands, has a very bright future across all platforms. Combined with Dotdash's ability to deliver readers fresh, unbiased content on any topic, together we can offer uniquely engaged audiences to advertisers and partners—based not on a reliance on private information or personal history but on relevancy to the content they're consuming and a deep understanding of their needs. No one will do this better than Dotdash Meredith."

"Our digital business is growing rapidly, having surpassed our magazine sales for the first time in the company's history," said Tom Harty, Chairman and CEO of Meredith. "The combination of Meredith's celebrated cross platform brands, creative content and first-party data with Dotdash's digital first brands is a game-changer for the industry. Nowhere else will you find such a premium portfolio of media assets under one roof. We are thrilled to join forces to accelerate Meredith's digital future."

Benefits of the transaction include:

• Premium Content: The combined company represents decades of leadership in the creation of premium, award-winning content, trusted by tens of millions. Dotdash has grown its content investment year-over-year during the last four years, with a commitment to quality user experiences, site speed, clean usable design and limited ads.
• Iconic Brands: The combined portfolio includes beloved brands such as PEOPLE, Better Homes & Gardens, Allrecipes, Southern Living, InStyle and REAL SIMPLE along with digital-first brands like Verywell, The Spruce, Byrdie and Investopedia, collectively able to reach and engage consumers at every stage of life's journey.
• Scale: The transaction is expected to make Dotdash Meredith one of the largest publishers in America with enough scale on a pro forma basis to enter into comScore's top 10, reaching 175 million online consumers monthly, including 95 percent of US women.
• Digital Acceleration: Meredith's digital ad revenue has already surpassed its print ad revenue for the last three quarters. The combined company expects more than 70% of 2021 pro forma Adjusted EBITDA to come from digital; Dotdash's proven playbook is anticipated to further accelerate Meredith's digital growth.
• Diversified Business: The transaction combines Meredith's best-in-class advertising capabilities, first party data and deep advertiser relationships with Dotdash's e-commerce and performance marketing expertise. In the last 12 months, the combined company generated advertising revenue of more than $1 billion and its e-commerce capabilities drove more than $1 billion in combined e-commerce sales to retail partners.
• High-growth, High-margin: Dotdash's proven model and content investment strategy have driven expanding Adjusted EBITDA margins year-over-year, which is expected to extend to Meredith's already growing portfolio. On a pro forma basis, the combined company expects Adjusted EBITDA from digital assets to exceed $450 million in 2023.

"Dotdash is a digital company, and we have a very different prism on how we view publishing. Our success is based on creating the best content and online experiences for each and every topic we cover, without compromise," said Neil Vogel, CEO of Dotdash. "When we look at Meredith, we see a business that is driven by digital. We see a collection of iconic and venerated brands rich with heritage, leaders in their categories, and similar focus on editorial excellence. We see unprecedented reach to women and a print business that provides longstanding value to readers and advertisers which we view as a strong platform to reach and engage consumers. The opportunities are limitless. Meredith can step into its digital future and together we can define our next chapter as Dotdash Meredith."

Investor Call

An investor presentation on the transaction is available to view on the IR section of the IAC website. A video conference with IAC CEO Joey Levin, Dotdash CEO Neil Vogel and Dotdash CFO Tim Quinn to go over the presentation and answer questions is scheduled for Wednesday October 6, 2021 at 5:15 p.m. EDT.

The live stream and replay of the video will be open to the public at https://interactivecorp.zoom.us/webinar/register/WN_ZW7EgzgUTEejzXyUBoY0cQ

Advisors

J.P. Morgan Securities LLC acted as financial advisor to IAC and Wachtell, Lipton, Rosen & Katz acted as legal counsel.

Moelis & Company LLC acted as financial advisor to Meredith and Cooley LLP acted as legal counsel.

Transaction Details
 

The transaction is structured as an all-cash stock acquisition of the entity that will hold Meredith Corporation's Digital and Magazine businesses and corporate operations following its spin-off to Meredith Corporation shareholders in accordance with the previously announced sale of Meredith Corporation's Local Media Group business to Gray Television (NYSE:GTN), which provides for a payment of $16.99 per share to Meredith shareholders. The IAC acquisition of remaining Meredith Corporation provides for a purchase price of $42.18 per share in cash, subject to adjustment in certain scenarios described in the acquisition agreement.

The transaction is expected to be funded by IAC with a combination of cash on hand and newly incurred debt and is subject to customary closing conditions, including regulatory approvals and completion of the spin-off. The transaction has been unanimously approved by the Boards of Directors of both IAC and Meredith Corporation and is not conditioned on an IAC or Meredith Corporation shareholder vote.

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