Thomson Reuters to Divest Health Business

Thomson Reuters announced their intention to divest their $450mm healthcare business yesterday. The business provides data, analytics and performance benchmarking solutions and services to companies, government agencies and healthcare professionals. From their press release:

With leading assets and solutions such as MarketScan, Advantage Suite, Micromedex, CareDiscovery and ActionOI, coupled with expert services and analysis, the Healthcare business provides its customers with solutions to identify savings, improve outcomes, fight fraud and abuse and more efficiently manage their healthcare operations.

The Healthcare business in 2010 had revenues of approximately $450 million and an operating margin comparable to the company’s consolidated margin of 19.3%. Following adjustment for this divestiture by removing Healthcare’s results from ongoing businesses, no material impact is expected to the company’s previously announced 2011 outlook. The company expects the divestiture to close before the end of the year.

This divestiture will result in a realignment of the company’s existing Intellectual Property and Science businesses into a single operating unit of the Professional division. Both are global and support scientific research, discovery and innovation. Details related to the realignment can be found in the “Investor Relations” section of the Thomson Reuters website. Thomson Reuters will provide restated historical financial information on its website, which reflects this realignment and which excludes results from the Healthcare business, early in July and its second quarter reported results will reflect these changes.

Potential acquirers are likely to include private equity backed companies but operating companies interested in the business will include IMS Health, Wolters Kluwer, Reed Elsevier and others. With an operating margin close to 20% and revenues of $450 mm the acquisition is likely to be expensive.

Diversification at ThomsonReuters?

A good overview of ThomsonReuters and an interview with CEO Tom Glocer in the Gulf News:

The Thomson Reuters' focus on serving professional markets means that its prospects are more linked to the level of professionalization in a given country or market, than its GDP. "If there are more scientists, wealth managers, doctors, lawyers, then the demand for our content and software is correspondingly higher," said Glocer.

"In the more rapidly developing parts of the world you are seeing quite a steep curve of rapid professionalization. People are building legal systems. Think of all the new universities."

"So even if it has less than many countries in Asia in absolute terms, the GCC is significant in terms of rate of growth. In the Middle East our financial information services are still the fastest growing: in double-digits before the recession, and moving back towards double-digits now," he said.

"We have a very global view that our services are intended to go everywhere, but our legal services have to be more tied to the laws and languages of an area. So we have invested in that as a special regional or country service."

"We have just acquired the rights to the leading electronic collection of legal information in Saudi, Rashamoun."

Wolters Kluwer, Thomson Acquire Accounting Firms

Earlier this month, two of the big players in information publishing purchased accounting firms. Nonsensical? Not really, when you consider that both companies are in the business of offering a suite of products and services to their customers that encompass not only what we may traditionally think of as publishing products but also services and solutions that leverage or embed the information and expand the relationship with the customer. (I touched on this at a recent industry conference).

In the case of Wolters Kluwer, they have taken over the UK offices of Melbourne, Australia based accounting software firm MYOB (Mind Your Own Business). WK reportedly paid £35.5m earlier this month for MYOB. From AccountingWeb:

The MYOB Accountants Division product range includes PerTax and Viztopia accounts production and practice management programs acquired from MYOB's fellow Australian software Solution 6 in 2004. MYOB also produces the Singleview
knowledge management portal, plus corporation tax, trust and insolvency practice programs.

CCH's ProSystem portfolio includes many similar applications. In an email to customers CCH UK managing director Martin Casimir said the long term plan was to migrate all the solutions to a single range of best of breed products. "Please rest assured that this will be done in a considered and carefully controlled manner," he wrote.

CCH is WK existing software division.

Competitor Thomson has purchased tax software company Digita within the same time frame but after considerably wooing of the Digita founders. Thomson's UK and European market share is far smaller than their US position and they see Digita as enabling a rapid development of that market. As core markets mature, similar companies will be looking to the international market for growth performance. Additionally, in the case of both companies, the acquisitions will enable the companies to further expand the range of business solutions and services that they offer to their key markets.

Thomson will place Digita with Sweet & Maxwell.

Thomson Learning Name Change

Thomson learning will change their name to Cengage as of the end of August. The company HQ will also stay in Stamford as expected.

PR Newswire (As yet, not too much circulation on this story).

"Increasingly, our customers recognize that their success depends on being constructively engaged with others involved in teaching, learning and research," Ronald Dunn, chief executive officer of Thomson Learning, said in a statement. "The name Cengage Learning reflects our commitment to promoting engagement and improving results for all of our customers."

The company also emphasized that they will continue to leverage the stable of strong "brand-name" imprints such as Heinle, Gale, Wadsworth, Delmar Learning, Brooks/Cole and South-Western, among others.

Thomson Reports Second Quarter

It is reporting day today for a number of publishing companies. Earlier Reed reported decent gains in revenues and profit across business units and later in the day Thomson does the same.

• Revenues increase 11%; organic revenue up 6%
• Operating profit grows 15%; operating profit margin increases in all segments
• Diluted EPS increases to $0.58, from $0.26 a year ago
• Proposed acquisition of Reuters progressing

With the divestiture of Learning Thomson now divides itself into five operating units: Legal, Fiancial, Tax & Accounting, Scientific and Healthcare. Revenues were up sustantially in all segments with the big units Legal and Financial up 9% and 8% respectively. (Organic growth was up 6% and 4%). Double digit gains were seen in Tax (+23%) and Healthcare (+43%) indicating that while much smaller than the larger two units their revenue growth paths will soon materially impact topline revenues.

For the full six month period, revenues are up 11% and operating profit is up 12%. The company also stated that they continued to make significant product line investments and that these results included those investments. Additionally, the company expects to continue to make material improvements to operating margins into the future. CEO, Harrington:

"Building on a solid start to the year, the business continued to gain momentum in the second quarter. We achieved solid growth in revenues, operating profit, margins, and earnings. Organic revenue was up 6%, led by our Legal and Tax & Accounting business segments. “We also continued to make significant progress driving operational efficiencies throughout our company, resulting in a 15% increase in operating profit. Our success was reflected in substantial increases in operating profit margins in each of our business segments, which included the benefits of our THOMSONplus initiatives. THOMSONplus remains on track to generate run-rate savings of $150 million by the end of 2008,”

The company beat by 2cents the prevailing analyst forecast for EPS. The company is not making any detailed forecasts on performance until the Reuters deal is completed only to say things look good.

With respect to Reuters, the company detailed the deal and also noted the regulatory hurdles that the company must make both in the US and Europe.

“Given the complementary nature of the two companies’ businesses and the highly competitive nature of the financial information services industry, we remain confident that the transaction will be approved,” Mr. Harrington said. “Upon completion of the transaction, Thomson-Reuters will be well positioned to capitalize on the positive trends driving growth in our markets. The combined business will also benefit from significantly greater global diversification and a broader and more deeply integrated product mix. We are confident this combination will equip us to meet our customers’ growing needs in an expanding and dynamic worldwide market translating into faster growth and higher profitability.

Thomson Press Release
Bloomberg

Reed Elsevier Most Obvious Buy-Out Candidate?

The Times is reporting that Deutsche Bank called Reed Elsevier the publishing sector’s “most obvious buyout target”. The bank has raised its recommendation on the stock to buy. This is how they see it:

The broker argued that Reed shares could be worth up to 780p to a financial buyer. Sums involved in the Thomson Learning deal also suggested that Reed’s sale of its education business could raise £2.2 billion, up from its previous forecast of £1.8 billion, it said. Reed finished up 16p at 675½p.

Certainly the rules have changed somewhat but applying the multiple paid for Thomson Learning to all of Reed is not quite appropriate. Other analysts have suggested that Reed will escape their education foray successfully and the share price for the balance of Reed will escalate because it is currently weighted down by the educational unit. Reed will certainly benefit from the Thomson Learning sale but if you look at the multiple paid for Reuters (an information business) by Thomson the picture is not as glaringly bright if you are concerned with relative price multiples. Either that or Thomson got a real bargain.

DB may have a vested interest here because Pearson has been consistently touted as the most likely PE target. No doubt there is more action to come in this arena.

Apax Appoints Shaffer Exec Chairman and Dunn CEO of Thomson Learning

I could have titled this Groundhog day since there was a rumour going around yesterday about Dave Shaffer returning to Thomson and today it was confirmed. More interesting was the appointment of Ron Dunn as CEO to replace the incumbent Ron Schlosser. On completion of the deal last week, Schlosser's internal memo to staff wasn’t particularly inspiring – more stay the course – than anything, and I guess he knew what was coming. Dunn’s departure from Thomson Learning at the end of 2006 was always a mystery to me since he had been a tireless worker for the business and had been a major factor in the growth of the education business particularly internationally. It will not be the first time Shaffer and Dunn have teamed up and they know each other very well having worked together at Thomson, Macmillan and McGraw Hill. From the press release:

Jackie Reses, Partner at Apax Partners, said: "The Thomson Learning properties
are unique, global media franchises that hold strong positions in their respective markets and have delivered stable and predictable growth. We look forward to working in close partnership with Ron Dunn and Dave Shaffer, two proven media executives who are intimately familiar with the Thomson Learning businesses. Ron and Dave are extremely well suited to lead the newly independent Thomson Learning organization as it builds on its positions within its individual market segments, continues to expand internationally, and captures the enormous potential we believe exists in the evolution to digital content distribution in
post-secondary education."

Both executives will have their work cut out for them, since as I have commented before the Thomson Learning company while possessing significant assets has been left in the dust by Pearson. Pearson has led in growth rate, operating performance and strategic acquisitions over the past three years. Coupled with the importance in migrating content to the web which Pearson has also started to do well with and there will be challenges a plenty. Each of these executives know this business and industry well so they should not be short of ideas or action plans to make the necessary changes.

It should be said also that this will be somewhat a vindication for Ron Dunn in returning to Thomson. I understand that Shaffer was none too pleased with Harringtons decision to part ways with Dunn in 2006.

Thomson - Reuters Deal Done

CEO Harrington has piloted the company from reliance on newspapers and print based businesses to one dependent on electronically delivered information products. He will retire having completed a remarkable transformation in the Thomson businesses and will present Tom Glocer with the opportunity to chart the next chapter in Thomson's corporate history.

Reports:
BBC
Reuters
Global & Mail
NYTimes
The Times

Weekly Update: May 13th

Deals:
Silliness Regarding B&N/Borders Combo: Forbes
Thomson Transformation: Global&Mail
Spring Deals Rekindle M/A Market: Financial Week
Murdoch and Dow Jones: NYTimes

Publishing:
How Publishing Works: NYTimes
Holt on Reviews
News Corp 3Q Results (Harpercollins): Yahoo
Perseus Reorganization: PW
Wolters Kluwer 1Q Results: Webwire
EBrary Expands Publisher List Including ABC-Clio: Businesswire
Bloomsbury and Libre Digital: OhMyNews
Publishing Books On Line: The Times

Other News;
LOL Borders News: Businessweek
Launch of Amazon Author PodCasts: Businesswire
FT Reports Content Piracy Far Lower Than Estimated: FT LawGeek
Too Many Books? Design Observer Blog
Does Chaney Own an I-Pod? M&C
McCartney Goes Digital and The Beatles to Follow: Billboard
Review of IRex Illiad e-Reader: Guardian
Reflections On The Relationship Between Libraries and Publishers: Brantley

Thomson Agrees Sale of Learning Unit for $7.8Bill

It is hard to fathom this price. Bids and intentions were due last Wednesday and I thought I would have some time to comment on the status of the sale, but clearly the size of this offer required no deliberation. (Other than confirmation that it was what it was). Just as industry followers found it hard to explain the Riverdeep/Houghton Mifflin deal this one raises many eyebrows in the industry for the multiple paid for the business.

It was approximately 1o months ago that Richard Harrington causually mentioned to the FT that they would consider selling the Learning unit. By October the divesture was confirmed and the sale process started once the final year end numbers were finalized. Any observer of the manner in which Thomson spoke and presented its business would have seen strong indications that Learning did not feature in their plans. The detail and excitment given over to Thomson Financial during the analysts calls was indication enough. Speculation suggested that a price between $5.5 and $6.0billion would be good news for Thomson. As it turns out, Thomson management has kept one step ahead of everyone with some suggesting that the recently announced merger with Reuters has been in the works for two years and their post merger plans indicate that the merger with Reuters has indeed been long in the planning. The extra billion they are getting for Learning will really help out the Reuters deal which looks increasingly cheap.

The consortium includes Apax partners and a Canadian Pension fund name the Ontario Municipal Employees Retirement Service. Apax has invested in other educational properties before but not to this extent. Thomson CEO Harrington has suggested that financially the Learning business was sound - although performance did not match that of Pearson - but they were frustrated at the slow pace of migration to on-line products. This deal could be viewed as an endorsement of the Thomson Learning management and I wouldn't expect significant changes at the higher levels. If anything, management will be given a freer reign to excellerate their online and electronic product offerings.

The transition to the close of the deal is expected to take 60 days and the company is understood to have plans in place to speed this process. The company also expects to re-name/brand itself by the end of the year.

It will be very interesting to see how this sale multiple impacts the other crop of publishing assets that are for sale.

Reuters

Thomson Reuters Update

Some say discussions have been going on for years and some say they only got serious in the past few months but nevertheless Thomson and Reuters have admitted that Thomson will acquire Reuters in an $18billion deal. Strategically important for Thomson in competition with Bloomberg, the deal should pass the requisite government inquiries. Tom Glocer maybe the big winner having been inserted into the CEO role of Reuters when the company's future was far from guaranteed. He will now assume the CEO role of combined entity when Richard Harrington retires when the deal is completed. From the press release:

Under the terms of the proposed deal, Reuters CEO Tom Glocer would become chief executive of a dual-listed group to be called Thomson-Reuters, the companies said in a joint statement.

Thomson will have a slightly higher market share as a result of this deal; however, the developing market is international and the 'pie' is growing larger by the day. Reuters is a far stronger name internationally than 'Thomson financial' or Bloomberg' and from this stand point Thomson will be in a strong position to further leverage the brand internationally as internationally markets grow and develop and thereby need more sophisticated information and workflow products.

Bid Rumors: Reuters & Thomson

The markets are in a tizzy this morning with rumors of PE bids and or approches for AOL, Time Publishing, EMI and Reuters. Even in Australia where media deregulation has just occured media stocks prices are up and will Microsoft buy Yahoo?

Reuters has confirmed that they have been approached by an unnamed third party about a bid for the company which they say may or may not lead to a bid. The most likely 'third-party' is Thomson which would like to add the news and information provider to their existing information (Legal & Regulatory, Financial) platforms. Given the sale of the Learning division - and some announcement about finalists should be imminent - Thomson is itching to spend the money and have been more than forthright about investing in expanding businesses that fit with their long term goals. Reuters does that and more importantly after a troubling effort early in the decade to harness the web and migrate their products to a new platform, Reuters appears to be in an upswing. This must be good news to Thomson.

Reuters shares were up sharply this morning placing a market valuation of over $15bill. While Thomson is expected to get $5.5bill for the Learning division their balance sheet is more than strong enough to complete this acqusisition with relative ease. It is a good job that Reuters CEO Tom Glocer was able to spend some time at Singita recently since he is going to be busy for the next six months.

Weekly Update

Deal News:
Thomson Learning Sale said to Encourge Share Buy-Back: Globe

Publishing:
About Book Reviews Sections: HuffPo
One Billion E-Books From Ingram: PR
LexisNexis Teams with Elsevier: PR
SilverChair and MGH announce Pharmacy Platform: PR
Elsevier Extends ScienceDirect ArticleChoice: PR
Elsevier Selects Rightslink: PR
McGraw Hill report first Quarter: PR
Edgar Award Winners: PR
Wiley in India: IHT

Other News:
Swets/Muze Glabal Announcement on Fed Search: PR
Generate, Inc. Announce tool For in Context Content Distribution: PR
OCLC Announce WorldCat Local: OCLC

Sports:
Whinging Cry Baby: BBC

Thomson Reports 1st Q

Thomson reported an 11% top line gain and an 8% operating profit gain to start off the year. Organic revenue growth was 6% led by the Legal, Tax and Accounting unit. Diluted EPS was up 14c to 35cents versus the same period last year. The quarterly operating results encourage the notion that this is a very financially strong business with cash flow up 25%, significant investments being undertaken in new intitiatives and a closely managed cost structure. Furthermore, Thomson are bullish on the future:

The business outlook for 2007 that was provided on February 8, 2007 remains unchanged. Revenue growth is expected to be at the high end of the company’s long-term target range of 7%-9%, prior to the deployment of the proceeds from the sale of Thomson Learning. Operating margin is expected to be at or above 2006 levels, despite increasing investments in efficiency initiatives. Cash generated by continuing operations is expected to grow, excluding cash generated through deployment of the Thomson Learning sale proceeds.

Thomson expects its performance to further strengthen in 2008. The company expects to sustain its long-term revenue growth rates; operating margin is expected to increase to above 20%; and free cash flow is expected to strengthen, as improvements in operating performance are projected to more than offset the loss of Thomson Learning’s free cash flow, even before deployment of the Thomson Learning sale proceeds.

Here is the press release.

In discussing the pending sale of the learning unit CEO Harrington said:

"The Thomson Learning sales process is on schedule and has attracted a very high level of interest from prospective buyers. We anticipateannouncing a buyer at the end of the second quarter and closing thetransaction in the third quarter. We will use the proceeds from the sale topursue opportunities aligned with our growth strategy and business model.We will be disciplined in reinvesting the proceeds and will focus onopportunities that drive growth and create value for shareholders."

The company did not break out financial results from the Learning group which is classified as discountinued operations other than to show consolidates earnings up $82mm over last year. It is hard to draw any conclusions from this given the limited detail however.

Here are the slides from their financial presentation.

Thomson and Harcourt Reunited Again?

There was an interesting suggestion doing the rounds in London this week (Reuters) suggesting that the prospects for Thomson Learning and Harcourt Education would be better if the businesses were combined by one purchaser. The discussion started in an article in the UK Sunday Telegraph which pointed out that the businesses were once part of the same operating company and that at least two of the private equity groups looking at these companies are looking at both of them.

Thomson Learning and Harcourt were part of the same group until 2000, when Harcourt General was bought by Reed. Reed kept the school textbook and testing division and Harcourt's science and medical titles but sold the higher education arm to Thomson Corporation, the Canadian publisher.

The combination could result in additional competition for Pearson and McGraw Hill which retain both School and Higher Ed businesses. While the school and college businesses operate in definably different environments and are generally managed separately within the larger organizations, the scale opportunities could generate millions in additional operating profit were the businesses combined. Coupled with the imperative to create digital delivery platforms for their content and this combination may make some sense.

It will be interesting to see the strategy employed by the bidders. The Thomson auction is expected to be completed first but would one firm try to preempt the bid process for Harcourt to secure that company in advance of the Thomson process? Having secured Thomson, will Reed benefit financially if the sale price for Harcourt contains some 'combination' bonus based on savings the purchaser expects to receive with a combined business? Regardless, it will be a long while until the opportunity to combine two educational publishers of this size comes again so I suspect some pencils are being sharpened as we speak.

Thomson Learning Sale Update

The Financial Times updates the status of the Thomson Learning sale suggesting that first round bids will be submitted at the end of April. As things go this is slightly later than originally planned but they also confirm that the purchase price is expected to exceed $5.5billion which is approximately 10x EBITDA. From the article:

The bidders include a consortium made up of Bain Capital Management, Thomas H. Lee Partners, the Blackstone Group along with Bertelsmann, the privately-owned German media company; a second bidding group is made up of Providence Equity Partners, which is possibly teaming with one other investor, and has the learning division’s management’s on its side, according to the sources. The Carlyle Group and Kohlberg Kravis Roberts & Co. are bidding alone, the sources said. Providence’s partners in the bid could not be confirmed, but one of the sources said it is teaming up with Ontario Teachers Pension Plan, while another source said it is teaming up with Pearson

Weekly Update

As mentioned London Bookfair is next week and posts will be sporadic.

Deal News:
Wicks buys Thomson Education Direct (Distant Learning) Times Tribune
Torstar may be under attack and what of Harlequin? National Post
A possible buyer of the Borders' Australia and New Zealand stores. NZ Herald
Media finance conference in Europe announced. Release
Buyers are less then enthused with Primedia enthusiast magazines. Reuters
Reed Elsevier advised to gear up. The Independent
Nancy McKinstry thinks Germany is ripe for new deals. Reuters
Axel Springer likely to do more deals soon (doubtful in publishing). The Australian

Google News
Lorcan Dempsey linking to comment on Google and Publishers Blog
Adam Hodgkin on publishers grumbling about Google Blog

Education:
Harcourt have had a lot of problems in School academic testing this year. Casper Trib. ZDNET
Thomson revolutionizes marketing text Release
There will be more on this: Wikipedea 'broken beyond repair' according to founder. ITNews

Other News:
Penguin obsession Blog
Peter Brantley's lively discussion over a $58 Paperback Blog
Mike Hyatt on Imprints and the decision to do away with them Blog
GalleyCat linking to a Bookseller article about what works here but not there. Blog
Joe Wikert gets all riled up about the logic of Print Blog
Reed Elsevier can't trade mark 'Lawyers.com' Bloomberg
SmartMoney wonders why no one is excited about Gannett. Smartmoney
The commercial E-Book market is broken. Blog

People:
McGraw Hill Hire Dan Caton as Head of Learning Group Release
New Board Members for SIIA. Release
Riverdeep/Houghton Mifflin announce appointment of President. Release

Sport:
Man Utd into the Champions League semi-final in style BBC

Thomson Learning Sale Update

The Globe and Mail (Toronto) is naming the names of those who are bidding for Thomson Learning. No real surprises and it would appear that the only operator that may emerge as a potential party to an acquisition is Bertelsmann. The only reason for that would be the announcement last week of Bertelsmann's establishment of a private equity fund. Perhaps if that announcement had not been made this list would be exclusively PE. Those named in the article are Bain, Thomas Lee, Blackstone, Warburg and Apax. Pretty much the top of the pile.

According to the article the dd meetings are underway and a deal is expected in the next two months. It seems likely that the Reed/Harcourt divestiture timetable may be set back into the third quarter due to this activity. Now that the WK education deal is done activity and attention will move to Thomson so look for more articles.

Globe & Mail

Bertelsmann Speculation (Deuce)

No sooner was the press conference over that announced the launch of an equity fund than speculation resumed over an purchase of Thomson Learning by Bertelsmann. No news from the company naturally. Reuters. Stay tuned.

Fund
Speculation

Shaffer Announced as Chairman of Knovel

Dave Shaffer (and old boss of mine) has been named as Chairman of the Board of Knovel. Knovel is an information publishing company that focuses on Science and Engineering. The company is in the process of developing an integrated platform of information products and integration tools that enable users to integrate their use of Knovel products into their daily workflow. This is little different than what most information publishers are trying to do.

From the press release:

Chris Forbes, CEO of Knovel said: "David brings Knovel years ofexperience in managing companies that have successfully delivered highvalue information and productivity solutions to end users. We look forwardto his guidance as Knovel takes the next steps to dominate the engineeringinformation market." David Shaffer continued: "I am excited to join acompany that is a passionate leader in driving value for end users in thislarge and important market. This new role is a natural extension of mycareer at Thomson."