|Do we know when the 25 % cash element of all this will be paid ?|
|Yes bit of a mess but as I said above I think the demerger and then remerger was planned to save tax, so had to look messy rather than cleanly planned
Done some quick sums and think post demerger the market cap will be £34m at 127p, £15m of cash (including retained £9m and paying ASO debt off) and earnings of £3.5m approx post tax ( ASO forecast of 3.5m pretax plus debt cost saving and interest of 1.5m appox) so a p/e of 10
Looks a bit undervalued now but till the dust settles, the market wont see it|
|The value of MME is collapsing! This is becoming a bit of a mess IMHO|
|And not impressesd with the merger! Or should I say re-merger!|
|Bad news from MME and share price falling.|
|Celador set to rebrand at MipTV
Celador International is rebranding as 2waytraffic International following the integration of the Who Wants to be a Millionaire? distributor into Dutch interactive media firm 2waytraffic.
The new name will be effective from this year's MipTV in Cannes, where 2waytraffic International will be representing the entire catalogue formerly owned by Celador International, including You Are What You Eat, Brainiest and Hypnotic World.
Celador International's existing staff will continue to operate out of London, teaming up with Hilversum-based 2waytraffic's sales, production, marketing and legal teams, with distribution being handled out of both offices.
Ed Louwerse, a former senior licensing manager at Endemol International, was appointed as MD to oversee the new set-up in December last year. 2waytraffic completed its £106m (US$204.5m) acquisition of Celador International the same month.|
|IVM have £2m worth of shares in TWT at the Placing at 1.22|
|Big Brother Business Up For Sale
Endemol, the company that makes Big Brother, is going up for sale.
Its owner, Spanish telecoms group Telefonica, is expected to launch formally the sales process for the Dutch company.
Telefonica is likely to appoint investment bank Merrill Lynch to handle the sale of its stake in the production company that also makes "Fear Factor".
Telefonica paid nearly £3.7bn for the company in 2000.
It says it wants to sell its remaining holding because the business does not fit with its central telecoms operations.
Rumours within the industry last month suggested News Corp and Disney were interested in a purchase but both companies quickly ruled that out.
ITV is apparently considering a bid but insiders say it is unlikely to be too serious about it.
Analysts say private investment firms and Endemol co-founder John de Mol are the most likely buyers.|
|Published on : Tue, 23 Jan 2007 14:32
By : Agencies
AMSTERDAM (AFX) - John de Mol is not involved in any negotiations with other media companies regarding a takeover of Endemol, a spokesman for De Mol's investment company Cyrte Investments said.
Cyrte representative Thomas Notermans conceded that former co-founder of Endemol, Dutch billionaire John de Mol, is 'continuously' approached by 'all kinds of media companies' regarding a joint bid on Endemol, in which Telefonica of Spain holds a 75 pct majority stake.
'But we are not involved in any takeover negotiations right now,' said Notermans.
Notermans called reports in the media of the past few days, in which John de Mol was tied to Walt Disney Company in an alleged joint bid on Endemol, 'ridiculous rumours and speculation'.|
|Results out and 3.5p final dividend|
|Lux Leads Buy Out Of Celador
by Leslie Bunder January 7th, 2007
Celador Productions, the makers of You Are What You Eat have been bought out by their existing management.
The buy out follows the sale of Who Wants To Be A Millionaire by parent owner Complete Communications Corporation.
Head of Celador Productions, Danielle Lux has led the buy out of the company she joined in February 2004 having previously held senior roles at Channel 4 and BBC where she was responsible for commissioning shows including Bo! Selecta and Friday Night with Jonathan Ross.
"This is an amazing opportunity. It's not every day that a fistful of programmes, including You Are What You Eat, and one of Britain's best production companies are landed in your lap. But that is what has happened to us," Lux says. "In just a couple of years we've gone from being employees hired to grow the company to becoming its owners."
Lux started her career as a researcher at Channel 4 where she worked on a number of youth and entertainment shows including The Word before her rise to a senior TV executive.|
|LBO - many thanks for that extremely informative post|
|Gagarin I would again say that if you dont believe what I am saying then contact Investinmedia ask them yourself. As to the lititagion and the retention. It is very normal for funds to be held in Escrow on a deal especially when dealing with something that is as complex as the rights to WWTBM. The two major litigations at the moment. One is that Adrian Woolfe, a former MD of Celador, who quit recently and is now suing them. He had wanted to buy it with another manager Danielle Lux in an MBO. There are three main points to his lawsuit. First is his claim for the value of share options in Celador International. Second, Woolfe is also believed to be claiming £8m in compensation for not being allowed to go ahead with the management buyout because Millionaire and Celador International are in the process of being sold. The final point is thought to involve about £500,000 that he claims was contractually due to him if Millionaire was sold. Many doubt he will succeed in his case.
The other lawsuit involves litigation commenced by CCCL in the United States against American Broadcasting Companies, Inc and others and to receive as deferred consideration the net proceeds of such litigation. If anything this should result in more money being paid to IVM.|
|LBO - did you go to the EGM?If so can you tell Hindsight and I what is the story of the litigation against which the indemnity is being held and what grounds for optimism with regard to that litigation the board of IVM provided?
30m retention limited at 53m total downside is, I think you will concur, a fairly hefty amount of comfort for TWT to demand, and the vendors to agree.To balance this it is of course possible that cccl will win, and that, under the terms of the agreement the proceeds will be enjoyed not by TWT but the vendors.
Should this be the case then IVM's share price will look deeply discounted: by contrast TWT and their lawyers dont appear to be too optimistic as the deal has been constructed to keep them out of it.
I note that you now quote the figure from my post 102 of 73.5 m. - however you and I differ on how this figure is arrived at.To paraphrase the quote from the original disposal statement " The inclusion of the creator companies diluted IVM's stake to 34% of the aggregate sale consideration" - resulting in the figure of £36m (106 X 34%) stated as achieved for IVM's stake in that statement
for the 49% of the COMMERCIAL rights to cccl.By contrast you appear to arrive at the 36m by the following calculation: 106m less 30m retention, less allow for expenses say 2.5m = 73.5m X 495 = 36m.
If you did go to the EGM can you categorically confirm that the figure of 36m to IVM is AFTER holding back the retention,as you suggest, and that their stake in that retention is 49% (not 34%), since the litigation is presumably deemed to be an issue of commercial rights exploitation rather than copyright ( and therefore the liability of the creator companies as well).
I am not intending to be annoying here but merely pointing out that the worst case scenario that you detail above could actually read:
36m ( for 34% of the total aggregate consideration, and BEFORE retention) - 2m paid for TWT shares= 34m cash.
Less 49% of the limited liability of 50% of 106m = £26m. Cash received = 8M.
Even at 34% this would be 18m, leaving cash received at 16M.
I hope you can see why I would be grateful for your clarifying this issue if you did go to the EGM as it does make a difference, although perhaps I should take your advice and ring the company direct.
For the sake of argument however lets take your own worst case figures:
22.73m cash + 2m in TWT shares, plus the Medal stake at say 2m, and cash before the fountain purchase, of say 1.5m gives a total of approx. 28m , or not very different to the share price today, and very reasonable given that most investment trusts ( a similar business model on the whole),trade at a discount to NAV.
At the end of the day even your own figures leave only the following issues remaining:
1) this is a punt on a successful outcome of the litigation.(Hindsight 106 agrees)
2) How much cash will they actually end up with, and what will they do with it?
3) What will their stake of the earn out be? (49% of 1.5 - 5.5m)
To sum up I waited 5-6 months for a finite value on IVM's stake in cccl as result of this deal, and I still dont have it.|
|The details are already known. Did you go to the EGM?
£106m Total Consideration
£36m to IVM for their 49% which means £73.5m paid in total net cash.
£30m to be held in retention against potential warranty and indemnity claims( That makes up the £106m sale price less costs) This is put up pro rata by IVM, Smith and Carrot etc.
IVM are put up and are entitled to 49% of the £30m retention = £14.7m
The maximum amount of potential warranty and indemnity claims, which may be made against the CCCL vendors, has been limited to 50% of the aggregate consideration.
ie for IVM £106m x 50% x 49% = £26m or £11.27m on top of whats held in retention. So £34m - £11.27 = £22.73m worse case scenario cash and £2m in shares in TWT.
However, on the upside there is a possibility of a further indeterminate cash consideration being received by the Group depending on the net assets of CCCL at completion.|
I think you have a fair point, until more details of the retention emerge
What are the terms of its release ?|
|Ordinary resolution passed at EGM|
|60,000 shares at £1.75 broker to boker traded.|
|I think you looking for problems and conspiracies when none exists. Yes they sold all of CCCL/Celador when origianl plan was just WWTBM and talk of MBO for rest. This was a result of a good price. Yes money is being held. Yes its evenly split by all. Yes the figures are simple. £106-£30m = £76m - expenses x 49% = £36m.
Its all quite straight forward and perhaps you should just ring Investinmedia.
020 7588 7352|
|LBO - I know the indemnity is in the statement, that's where I found it. I merely flagged it up because your posts made no reference to it and it leaves a rather large question mark.What it doesnt say is what IVM's share of the 30m retention is though it suggests that it is coming from the shareholders of CCCL - of which IVM had 49%, and is presumably by rata.It also says that the indemnity is limited to 50% of the total aggregate consideration which I read as being the full 106m - i.e 53million,although IVM only received 34% of this.
Worst case IVM's liability could therefore be 49% of 53 million (£ 26m), having received 34% (36m).I hope that IVM are as confident that this will not be drawn on as you, given that you are keen to brush over it.Since I am so confused perhaps you can explain to me exactly what they are indemnifying TWT against..
is it the possibility of the litigation in the US being unsuccessful and a counter claim being launched.It wouldnt be there if there wasnt a need for it.
As for the price tag from my earlier post it was not £76m, but rather more specific, with the calculation shown: the value IVM received for its 49% of complete was £36m: giving a value for the entire company of £73.47m.The retention was outside this calculation, as was any future share of the further 1.5 - 5.5 million, or of the possible litigation proceeds.The balance of the 106m I attribute to the "creator companies" the inclusion of which in the deal diluted IVM's stake to 34%. Did you anticipate this dilution at the outset?What share of the indemnity attaches to them?
re your attachments: the first three seem to back up my contention that it was never originally intended to sell Complete, or the rump of Celador as part of this deal, and they were therefore never included in the valuations bandied about in those articles. The last from the BBC clearly shows the declining revenues to which you refer, which as we know prompted the sale in the first place: neither of which I take issue with.I freely concede that articles like the first three, and others posted by you previously, may well have led me to have had an inflated view of the value of IVM's asset in Complete.In saying that I should also add that any conclusions I drew were entirely my own.
You may be right that 106M is an excellent price for the total package: all I am saying is there is more to this than the headline figure, with much remaining unresolved, on which I would like more detail, and all that matters to IVM is the 36m and the scale of its indemnities/possible upsides.If as you say anyone will tell you what a good deal this is, why has the share price done so little since?Certainly by comparison with what I, and I believe you, were hoping for.
The fact remains that we are both hoping for the same thing - a significant rise in the IVM share price: youre clearly a glass half full kind of guy, and as you can see I'm a half empty type. Though I'm certainly not selling yet.|
|Circa £50m was all that what ever expected for WWTBM and if you ask anyone the £106m is an excellent price for the total considering Complete only generated £34m in revenue last year. And WWTBM accounted for £24m of that. The fact that the MBO did not materialise is also likely due to the fact that they could not have met the price being put on the rest of Celador/Complete. The other point is that the investment thats needed in Complete going foward which affected this years figures. And even taking that out Complete generated only about £5m operating profits. So the price is indeed very good. Also the indemnity is in the statement and thats why £30m has been held in escrow. This probably also explains how you came up with the £76m price tag not £106m in your previous post. I think you should read the full statement again as your seem to be confused on the facts.