Pearson plc, the international media company, and Dorling Kindersley Holdings plc, the world-wide illustrated reference publisher, today announce the terms of a recommended cash offer for Dorling Kindersley. The Offer values the entire issued share capital of Dorling Kindersley at approximately £311 million.
Dorling Kindersley will combine with Penguin, Pearson's consumer publishing business, to create a major consumer publisher in fiction, non-fiction and illustrated reference with extensive international reach into both English and foreign language markets.
Pearson will also capitalise on Dorling Kindersley's distinctive publishing approach and extensive digital library both to enrich its planned online consumer education portal and create new opportunities for its television production businesses.
Irrevocable undertakings to accept the offer have been received from those directors of Dorling Kindersley who own Dorling Kindersley Shares and Related Trusts in respect of approximately 30.6 per cent. of the issued share capital of Dorling Kindersley.
The Offer has the unanimous recommendation of the Dorling Kindersley Board.
The major benefits of the proposed acquisition are:
Dorling Kindersley's illustrated reference business complements Penguin's strong fiction and narrative non-fiction businesses.
Pearson's sales and distribution networks will take Dorling Kindersley's products to a much broader market while Dorling Kindersley's presence in non English language markets will extend Penguin's international reach.
Dorling Kindersley's skills in creating specialist images and content are ideally suited to an online environment, which will enrich Pearson's planned online consumer education portal and related online projects.
Pearson Education, the world's leading education company, will use Dorling Kindersley's digital library to create new education products for its school and college publishing and English Language Teaching operations world-wide.
Pearson Television will use the library to generate fact-based and educational television programmes and develop TV-related online opportunities.
Combining Dorling Kindersley's publishing operations within The Penguin Group is expected to deliver significant synergies and efficiencies.
Commenting, Pearson Chief Executive, Marjorie Scardino, said:
'Dorling Kindersley is a truly original publishing company that has found its natural home with Pearson. Its imprint is one of the most respected in the world and its assets have unique potential in the online environment. We aim to invest in its brand and its content so that it has a great future both on and off-line and right across the consumer publishing, education and television worlds.'
Dorling Kindersley Executive Chairman, Peter Kindersley, said:
'Dorling Kindersley brings to Pearson a rich seam of unique content, an outstanding creative team and a strong marketing network. Becoming part of the Pearson group will allow the acceleration of the international development of both Dorling Kindersley's online and offline publishing businesses.'
For further information please see www.pearson.com www.dk.com and www.penguin.com
The Offer will not be made, directly or indirectly, in or into the USA, Canada, Australia and Japan.
Full details are available from the London Stock Exchange.
For further information
+44 (0)20 7411 2310
+44 20 7416 3250