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

Live Academic: Crank Up The Volume

Few publishers would limit themselves to selling or distributing through one outlet when there were multiple routes to customers on offer at zero incremental cost. Microsoft, as the second guest to the party, recognizes this and is at pains to present that they will accept digital files from publishers or scan titles in a manner that creates no additional costs to publishers.

With their nascent book program, Microsoft – the big bully of yore - is defined relative to the incumbent but doesn’t court that comparison to their advantage. Microsoft has attempted a stealth approach in gaining publishers’ attention and cooperation via direct communication and visits and presentations rather than a more aggressive marketing and public relations program. At least that’s my explanation for their rather meek entrée into the digital book space. It will be interesting to see the level of interest in their presentations at BookExpo later this month. If the meeting I attended at London Bookfair is any indication where there were less than 30 people in attendance this could be another missed opportunity for Microsoft.

Microsoft need to court some controversy in order to draw attention to themselves. They also need to exhibit deeper knowledge and understanding of the publishing industry: Both the simple mechanics of the industry and the quixotic issues such as the inter-house struggles over international rights which are particularly relevant with respect to electronic content.

The Microsoft personnel involved in the Live Academic program all need to understand this material rather than just the front man. Google also took a long time to learn this lesson believing that their people were so smart they could fake it but this attitude was taken for arrogance and things got off to a bad start. The improvement was evident at London where the 60 min overview presentation of Google Book placed the program in the context of the industry and with the issues the industry faces. A second panel discussion leaned heavily on publisher experiences and Google barely needed to speak to get the positive point across. In contrast, the Microsoft presentation seemed to run out of gas after 15mins or so. The features are impressive but the delivery isn’t emphatic. In answer to a question about upcoming features, Microsoft diverged into a 10min presentation of the NYT e-reader product – interesting - but not on point.

Microsoft Live Search has over 30,000 titles available (once it officially launches) and the titles are displayed in a two pane system. The page layout is functionally more appealing than GBS. Moreover the user is easily able to export segments of highlighted text, link to abstracting and index products and citation services such as bibtext.

Microsoft is also emphasizing that the program is conducted with the full cooperation with publishers: Meaning they are not scanning books where the copyright is ‘in transition’ (in the words of Google). To support this emphasis on the publisher, the company designed what amounts to a publisher platform to manage the content in the Live product. Via this ‘platform’ publishers can set the level of preview rights in three ways: 1) percent viewable, 2) pages forward and back, or 3) contextual snippets. The publisher can also set territorial rights as well – geographic locations – all of which are assignable on a per-book basis. Not foregoing my earlier comment about understanding the industry, Microsoft seems to have recognized that the book is a unit of component parts and have made the permissions process so flexible that the publisher can even set rights for an image or table in a specific book.

The publisher also gets marketing and promotional options that enable branding (logos), promotional programs (links, coupons), commerce applications for ‘buy the book’ activities and links to online retailers. An appreciation of the importance of metadata to discovery also percolates and the company decided to license bibliographic data from a leading source and also capture the book text in multiple ways to ensure the rendition of the book was accurate and that the text was indexed appropriately. Scans are held in hi and low res images and the text is fully indexed and sits ‘behind’ the image. Current OCR technology is not sophisticated enough to replicate complicated page layouts that incorporate call outs, high lighted text, block quotes and the like. All of this gets scrambled via OCR. (The text of the title is captured in reflowable xml).

Microsoft suggest they want consumers to find books in places they wouldn’t ordinarily find them which is in search results and have made the point to publishers that the Microsoft program is another outlet for promotion and perhaps sale of their content. Regardless of the sound of this pleasant and appealing message it is far too quiet and what Microsoft should do is raise the volume. Google is bound to release a version 2.0(beta) of GBS shortly and would look to incorporate some of the best features of Live Academic. What will the message from Microsoft be then? My suggestion is to open up the content and allow web service and api access to the book content (with publisher approval of course). After all, who really wants a second closed content platform comprising similar if not duplicative stuff? Courting ‘controversy’ may be another way of gaining attention but I think that’s what Microsoft Live needs.

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.

Weekly Update

Deal News:
When Opportunity Knocks Pearson Goes Shopping: Harcourt Assessment. Independent Forbes
£8.0 Billion Thomson bid for Reuters: Independent
Discussion of possible Thomson bid for Reuters: Toronto Star The National Post
Private Equity Threeway for EMI: Reuters
Douglas and McIntyre Publishing (Canada) Acquired by PE: PR Web
Riverdeep Refinances: RTE

Publishing:
Lonely Planet Unsure: Seek Investor(s): The Age
Torstar (Harlequin) report improved Results: Global & Mail
PR Newswire to offer Blog Measurement Tool: PRNewswire
Simon & Schuster Doing Well: The Bookstandard

Other News:
Application of FAST search Technology to Newspapers: Reuters
Shareholder Opposition to Murdoch Dow Deal: Reuters

Sports:
Champions: BBC
Clemens Back with the Yankees. NYTimes.

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.

Help, My Book Won't Open

New technology hits the monastery and the monks appear baffled. The trust worthy and reliable help desk support team arrive to sort it all out.

Thanks to Martyn Daniels for the link.

Google Lending Books

I attended two of the very well attended Google sessions at London Bookfair last week and in the second of these Jason Hanley from Google gave a full overview of the Google book program. He also gave a very short overview of some of the new initiatives that Google is working on and one of these caught my attention.

Google propose to roll out a book 'rental' and 'retail' program sometime before the end of the year. The program will enable customers to either have lifetime access to a title if purchased or to rent a title in weekly increments. Details of the financial arrangements are being discussed with the content owners at the moment but there is no reason to believe that both of these programs will not be launched by the end of the year. The program will be optional for publishers but represents just another of the expansion of options that publishers will have to distribute, market and/or sell their content.

Details at the presentation were sketchy so I emailed Jason the following:

Jason,

I attended your session at LBF last week and I was interested to learn a little more about the Book “Lending” program you touched on in New Initiatives. I would like to write something about it for my blog which is read by a fair number of librarians who would be interested in knowing more about this initiative.

Here are the brief notes I took:

• Borrowers will have the ability to ‘rent’ or ‘borrow’ a book for a week. · Full content of the book will be available
• This is not an ‘e-book’ program
• It will be launched by the end of the year (together with a purchase option which you also discussed)
• Final details are being discussed with content owners

Could you elaborate on the above by answering the following questions:

1. Is this a lending program or a rental program?
2. What do you mean when you describe this as not an e-book program?
3. What will the financial model look like for publishers?
4. Do you think the financial arrangements you arrange with publishers cascade into the current financial relationship between Libraries and Publishers? Typically publishers sell titles to libraries at a ‘short’ discount and do not receive additional payments no matter how frequently the title circulates. Presumably, in your arrangements with Publishers there will be some remittance to publishers each time a book is ‘lent’
5. Is this an ‘add-on’ benefit to publishers of the Google Book program and as such voluntary?
6. Is there any anticipated connection with libraries: could libraries act as intermediaries between their patrons and the Google “Lending” program or is there no practical need for this?
7. Any other information my readers may find interesting.

Thanks and if you don’t want to say anything about the above please let me know so that I can go ahead and make it all up in my blog article.

OK so the last bit is slightly irreverant but I hope it didn't cause him not to respond because so far no response. (He did open my email).

This will be interesting to watch and I think perhaps one of the more revolutionary changes that may evolve from a program like this could be a significant change in the financial relationship between libraries and publishers. In my view the current one time fee paid to publishers by libraries has to (and will) change to a per use fee. Libraries will pay fees based on circulation of the titles - both print and e-book versions. There are a few ways this may happen and none are mutually exclusive particularly as publishers and libraries experiment. For example,

• Calculate a unit fee per title and remit to publishers each time a title is circulated
• Each title is 'sold' in circulation increments - perhaps they expire - so a title is sold with 10 circulation 'units' and the library pays each time the book is circulated 10 times. (Perhaps the base level - in this case 10 - values the book at the retail price)
• Publisher agrees a site license for their titles at an institution which would be an annual fee covering all circulation for e-books and print titles. Each year the fee would be negotiated. Clearly in this case e-books are easily managed and this is a model already in place for database products but for print titles the solution would be trickier but not impossible.

In truth, evolution is coming to the relationship between publishers and libraries driven by Google and e-books and ultimately these changes will result in libraries becoming more relevant to publishers not less. As libraries are networked and catalogs indexed their collections are more accessible which means that publishers may want a bigger slice of revenue but it may also mean that they want to ensure that this avenue to consumers that libraries represent presents all their products in the best possible manner. That will mean that libraries get more attention and possibly are able to lend more content. Change is good.

Murdoch Seeks Dow Jones

Harpercollins owner News Corp has made an unsolicited bid for Wall Street Journal publisher Dow Jones (Reuters). The bid is priced at $60/share and Jim Cramer (crazy guy) on CNBC (which broke the story) suggests that this may jump higher if others get involved. Currently the offer price is 50% higher than yesterdays share price close so News is going for broke. This deal has been on the cards for years; however, Cramer noted today that the two or three executives and board members opposed to the deal are no longer part of the organization. He also speculates that members of the Bancroft family are already in his camp which could make approval of the acqusition easier.

Others may jump at the opportunity to own a prime name in financial reporting but so far Bloomberg for one has issued a denial. It would be a stretch to see Thomson Financial anti-up for the property because their entire focus is on electronic delivery. Thomson sold the bulk of its newspapers years ago. Private equity could be an option as well. Cramer also frequently mentioned his audience with the Digger back in 1996 when Murdoch was willing to offer $73/share for the company but was rebuffed. What discouraged Murdoch the last time was the suggestion that the Bancrofts would not approve the deal but this time that doesn't seem to be the case.

Related:
Reuters: Pearson shares up 5%
Forbes
Predictions 2007: Noted at the bottom of the page.

Borders International Update

Borders announced in March that they were reorganizing their store operations and would be divesting most of their international operations including the UK stores which they (mostly) acquired via the purchase of Books etc. In other parts of the world particularly in SE Asia and Australia/New Zealand, Borders built their brand in these markets from scratch. Initially the growth was slow: They only had a store in Singapore for a few years; however, by 2002 store development in Australia was in full swing. Things seemed to be going so well that Borders opened several new stores in New Zealand in the week before they announced that they we getting out of the international business.

In my old home town newspaper this morning, The Age confirms that private equity firm Pacific Equity Partners is actively interested in purchasing the Borders stores and naming rights in the Australia/New Zealand market. The book retail market in Australia is dominated by two retailers. Angus & Robertson, which is now owned by PEP, was owned by WH Smith and numbers about 180 outlets. A&R stores are predominately corporate owned. Dymocks is the other chain retailer and most of their stores are franchised. Leading Edge is a ‘consortium’ of independent retailers that have joined together to aid in business negotiations and enable technology development.

(On a related note, Readings a Melbourne independent retailer and customer of Global Books In Print for many years, won chain bookseller of the year in 2006 even though they only have about five stores. Mark Rubbo the owner has consistently won independent bookseller of the year for many years and successfully battled against a Borders superstore that opened across the street from his main store).

PEP is interested in expanding Borders across the market and will do so without merging the brand with A&R. A&R also own Whitcoulls in New Zealand and PEP appear to recognize that there is room in that market for both brands as well. The Age article also notes that Borders management are also trying to interest private equity in fronting a bid. It would seem likely that some accommodation will be made since the management will be vital to the continued performance and development of Borders in Australia.

Related:
What Borders Could Have Said
Borders Reports Their Strategic Plan

(Thanks to my Aussie stringer for the article).

Sting's Lyrics in Book Form

I had this idea last year that compendiums of an artists lyrics would make an interesting book product although I also suggested that including reflections on what the songs meant, what was going on with the artist/band at the time and some autobiographical material would round out the titles. I have read two books from the Continuum series of mini-books on seminal albums and they are quite interesting but one dimensional. Really long essays written by music critics they speak about the construction of the album and the songs on it as well as some of the circumstances surrounding the recording. My thought was that this concept would be more interesting if presented by the artists that wrote and performed the music.

The AP via the Miami Herald is reporting that all Sting's lyrics will be presented in book form and published by The Dial Press. The press release suggests that there may be some accompanying text with the lyrics however it is not specific on that point.

Some other suggestions: Hiatt, Thomson, Young, Waits, Wilson, Townshend, Armstrong, Lovett, Gallagher(s), I could go on...

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

Pearson 2007 Guidance

Pearson reaffirmed their guidance for 2007 and said the strong performance they had in 2006 was continuing into the early part of 2007. Strong adoption results and uptake from their new electronic online learning and assessment programs in Higher Ed and good performance from Penguin were largely responsible for the results. In summary their press release presented the following information:

• School to achieve underlying sales growth in the 4-6% range with margins improving;
• Higher Education sales to grow in the 3-5% range with stable margins;
• Professional revenues to be broadly level with margins improving;
• Penguin margins to improve further, as our publishing investment and efficiency programmes continue to bear fruit;
• Financial Times Group profit to grow strongly with our cost measures, integration actions and revenue diversification pushing margins into double digits at FT Publishing. IDC revenues to grow in the 6-9% range with net income growth in the high single-digits to low double-digits (headline growth under US GAAP).

Scardino is confident of "another good year for Pearson" so on the back of a record breaking year in 2006 the question will be how much they exceed the results of 2006.

Also of note, shareholders at the AGM approved a buy back program.

Press Release
Reuters

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.

Computers In Libraries

The conference was in Virginia last week and here is a great summation of some of the sessions from John Dupuis (Confessions of a Science Librarian).

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.

Bondi Digital to Create Rolling Stone Archive

Earlier this year Bondi Digital publishing announced an agreement with Playboy Enterprises to create a DVD compendium of every issue. They recently announced a similar deal with Rolling Stone. These were the guys behind The New Yorker archive that was released two years ago.

The first release of the Playboy titles (1950's) is due in October and the The Rolling Stone titles around the same time.

Just in time for Christmas.

Weekly Update

Deal News:
KKR and Carlisle group join the race for Thomson Learning. Reuters The Times
Wickes Group has retained Credit Suisse to look at strategic options for The Daily Racing Form. PRNewswire
Is Pearson Plc underweight? NewRatings

Publishing:
Harper SanFrancisco and the search for a follow-up to The Left Behind series. SF Chron
Iran proposes to publish UK Sailors memoirs. Iran news
12 Arrested in Turkish Bible Publisher murders. Guardian
BusinessWeek article about Korean Comic Publishing. Businessweek
Interview with Robert Harris. Telegraph

Other News:
Reed targeted by Protestors. The Independent
Predicted demise of Libraries not supported by visitor numbers. PRNewswire
WH Smith operating update. Hemscott

Turkish Bible Publisher Targeted

News is reported of a new attack on publishing freedom in Turkey. If you will recall a few months ago a highly regarded news reporter was killed outside his office and today comes news of a horific attack on a Turkish bible publisher. From the UK Guardian newspaper:

The three victims - a German and two Turkish citizens - were found with
their hands and legs bound and their throats slit at the publishing house.
Police went to the scene after receiving calls about a fight, Milliyet newspaper
reported.

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

Google Book vs Microsoft Live Search

I will post more on this next week but the differences between the two presentations was considerable. Regrettably, Microsoft may have the better product. Regrettable, because on the basis of attendees at the respective presentations, few publishers will know it is better because few publishers bothered to show up at the presentation. This may have been partially due to the difficult to find conference room in which the presentation was made; however, MS only had about 20 attendees versus two Google presentations in front of over 125 in each case.

Microsoft have definitely learned from Google in the way Google approached the presentation and the management of the publishers' content. The display is visually more appealing in the Live case and they have incorporated a number of widgets that allow outbound linking which will be very useful to users and publishers. It is the publisher 'work-bench' that I identified as a key differentiator. In Live, the access for a publisher to manage the content - particularly content access, pricing and rights information - is especially functional versus the Google model. I will look into and describe the benefits to Live next week.

No publisher should market and promote their books exclusively through the Google Book program. Intuitively, most publishers would understand this, but why there were so few people willing to spend the time with Microsoft is shocking. Microsoft Live for Books is the new kid on the block and it would seem more likely that having heard the Google spiel numerous times, publishers would be very interested in hearing from someone else. Especially when that someone else has gone out of their way to support publishers copyright.