Penguin & Random House Merge

News on Sunday that News Corp were considering a look at Penguin suggested that the dealings could get exciting but with this morning's announcement of a merger that will combine Random House and Penguin in a new structure makes clear these discussions were already well advanced. As The Guardian notes the new business will b 53% owned by Random House and Pearson will retain a 47% interest. The management team will be lead by Random House CEO Marcus Dohle. The combined company will have sales in excess of $3billion although this is likely to be subject to some competition scrutiny over the next several months as the deal is reviewed by authorities in the US and Europe. From their press release:

Bertelsmann will nominate five directors to the Board of Penguin Random House and Pearson will nominate four. John Makinson, currently chairman and chief executive of Penguin, will be chairman of Penguin Random House and Markus Dohle, currently chief executive of Random House, will be its chief executive.

In reviewing the long-term trends and considerable change affecting the consumer publishing industry, Pearson and Bertelsmann both concluded that the publishing and commercial success of Penguin and Random House can best be sustained and enhanced through a partnership with another major international publishing house. They believe that the combined organisation will have a stronger platform and greater resources to invest in rich content, new digital publishing models and high-growth emerging markets. The organisation will generate synergies from shared resources such as warehousing, distribution, printing and central functions. Pearson and Bertelsmann intend that the combined organisation’s level of organic investment in authors and new product models will exceed the total investment of Penguin and Random House as independent publishing houses.

The two companies believe that the combination will create a highly successful new organisation, both creatively and commercially, with the breadth and investment capacity to deliver significant benefits. Readers will have access to a wider and more diverse range of frontlist and backlist content in multiple print and digital formats. Authors will gain a greater depth and breadth of service, from traditional frontlist publishing to innovative self-publishing, on a global basis. Employees of the new organisation will be part of the world’s first truly global consumer publishing company, committed to sustained editorial excellence and long-term investment in a rich diversity of content. And shareholders will benefit from participating in the consolidation of the consumer publishing industry without having to deploy additional capital.

Interestingly, with Pearson's big acquisition of EmbanetCompass (for $650mm in cash) earlier this month the company also said that they would be somewhat limited in the amount they could spend on future acquisitions given the size of the EmbanetCompass deal. The Random House deal does not appear to improve that situation and the press release specifies that neither party may sell their shareholding in the combined business for three years.

Finally, this is the big Trade House deal we've been waiting five years for. Will there be another?