Trillium Partners Advises Governance For Owners On The Proposed Sale Of Its Minority Interest In Koninklijke Wegener To Mecom Group

Trillium Partners Limited (Trillium), the independent corporate finance advisory firm, has advised Governance for Owners LLP (GO) on the proposed sale of its 13.3% interest in Koninklijke Wegener NV (Wegener) to Mecom Group plc (Mecom) for a consideration of 8,659,201 new Mecom ordinary shares (the Transaction). On completion, GO’s shareholding in Mecom will be approximately 7.1% and Mecom will hold 99.7% of Wegener’s ordinary share capital.

Mecom operates leading positions in the news and information publishing business in The Netherlands, Denmark, Norway and Poland. At the heart of the Mecom group is the strength of its 1.2m subscribers to its 40 paid titles, which have delivered stable circulation revenues in spite of the tough economic backdrop. It has distinctive local brands that enjoy prominent positions with local advertisers and consumers and its businesses are predictable and cash generative. It is also financially strong, having paid down debt to a gearing level of under two times EBITDA. Mecom’s Dutch division comprises Wegener and the Limburg Media Group (LMG) businesses: Wegener is the largest publisher of regional daily newspapers and free door-to-door newspapers in The Netherlands; LMG is the leading regional newspaper business in the Dutch province of Limburg.

On 24th January, 2012, Mecom announced the results of a comprehensive strategic review of its businesses, to position it for growth in the rapidly developing Media environment. This strategy is intended to ensure greater commercial focus through a commitment to paid platforms and closer integration to capture better the strengths of Mecom.

GO is supportive of Mecom’s management team and believes that the recently announced strategy will result in improving shareholder returns.  By swapping its shareholding in Wegener for one in Mecom, GO will be able to participate fully in this value creation across the whole group.

Among other things, the Transaction allows for the simplification of the Mecom group structure, including the potential merger of Wegener with LMG, and a potential de-listing of Wegener. The Transaction is classified as a related party transaction under the UK Listing Rules and therefore requires the approval of Mecom shareholders at a general meeting to be held on 2nd April, 2012. Completion is expected to take place on 21st May, 2012.

GO is a London based investment manager with over €900m under management on behalf of a range of UK and international institutional investors. GO’s flagship product is the European Focus Fund, which invests in European public companies where value can be added through constructive engagement on a range of strategic, financial and governance issues.

Trillium specialises in M&A, financial restructuring and fund raising transactions and corporate finance advice, with a core expertise in the Media and Business Services sectors. During this Transaction, Trillium reviewed GO’s valuation of its shareholding in Wegener, assisted with structuring and tactical considerations and supported GO in its negotiations with Mecom.

Robert Machell, Partner at GO, said:
“Trillium provided valuable support and guidance throughout the transaction process. We are delighted with the outcome and recognise Trillium’s contribution to delivering a successful result.”

Philip Mastriforte, Managing Director at Trillium, added:
“Trillium was pleased to act as financial advisers to GO in this transaction, and deliver a result which fulfilled our client’s objectives. The proposed share swap will enable GO to participate in Mecom’s new group strategy, whilst maintaining its exposure to further expected developments in Mecom’s Dutch business, which is the largest part of the Mecom group”

About Trillium Partners
Trillium Partners is an independent mid-market firm that advises listed companies, private firms and financial sponsors on M&A and Private Capital raising transactions valued at £20 million to £500 million in the B2B Information Services and Events, Consumer Media, Learning and Development, and Marketing Services.

Over the last 30 years, we have advised our clients on a comprehensive array of transactions in the UK, Europe, USA and Asia, with an aggregate value in excess of £10 billion. Underpinned by deep sector knowledge and insight, our expertise extends from private acquisitions and disposals to public offers and raising capital from the private equity, family office, banking and alternative finance communities for working capital, business development, acquisitions and buy-outs.

For more information regarding this transaction, please contact Stephen Routledge or Philip Mastriforte on +44 (0)20 3008 8375