Acquisition

29 May 2024

BLOOMSBURY PUBLISHING PLC 

("Bloomsbury" or "the Company")

Acquisition of Rowman & Littlefield's academic publishing business

Bloomsbury Publishing Plc (LSE: BMY), the leading independent publisher, today announces the acquisition of The Rowman & Littlefield Publishing Group's academic publishing business. It is the biggest acquisition by Bloomsbury to date, and significantly accelerates and strengthens Bloomsbury's academic publishing in North America and Bloomsbury Digital Resources ("BDR").

The transaction is structured as a sale and purchase agreement for the acquisition of certain assets which make up the academic publishing business of The Rowman & Littlefield Publishing Group, Inc. ("Rowman & Littlefield"), the leading independent US trade and academic publisher. The consideration is $83m (£65m), of which $76m (£60m) has been satisfied in cash on completion and up to $7m (£5m), in escrow, will be satisfied in cash post completion.

About Rowman & Littlefield

Rowman & Littlefield is a privately-owned independent publisher, founded in 1949. It publishes more than 40,000 academic titles under its greatly respected imprints including Rowman & Littlefield and Lexington Books and prestigious publishing partnerships. Rowman & Littlefield's leading authors cover academic arts, humanities and social sciences, with sales generated through print and ebook.

The transaction does not include Rowman & Littlefield's Globe Pequot lists (with the exception of the Applause and Backbeat imprints), its trade publishing arm, Sundance-Newbridge, its K-8 education business or National Book Network (NBN), its trade distribution business.  

Acquisition rationale

This transformational acquisition is a significant milestone in Bloomsbury's 2030 vision, making Bloomsbury a leading US academic publisher. The combined business will publish c97,000 titles, creating a significant platform for further growth, cementing Bloomsbury's strong market position in core subject areas and strengthening areas where the Company is building a presence such as business and psychology. The acquisition will enable us to focus the combined Bloomsbury Academic business on deeper global market penetration, subject area expansion and continued innovation in digital scholarship and learning.

This strategically important acquisition will accelerate BDR, increasing our target revenue for 2027/28 to £41m, as Bloomsbury applies its proven ability to create digital growth to Rowman & Littlefield's market leading titles, expanding BDR products and driving innovation.

Rowman & Littlefield's academic publishing business generated revenue of $36m* (£28m*) and profit before tax of approximately $6m* (£5m*) for the year ended 31 December 2023, with gross assets of approximately $6m* (£5m*).    

The acquisition is expected to be earnings accretive, before highlighted items and amortisation, in the current year and significantly earnings accretive, before highlighted items and amortisation, in 2025/26, the first full year. Additionally, there are potential cost synergies from the scale of the combined business and operational improvements.

Bloomsbury has financed this acquisition from its own cash resources and a new $38m (£30m) three year term loan with Lloyds Bank Plc.

The Transaction constitutes a class 2 transaction for the purposes of the UK Financial Authority's Listing Rules and, as such, does not require approval by the Company's shareholders.

Nigel Newton, Chief Executive of Bloomsbury, commented:

"This acquisition is a game-changer for Bloomsbury. Rowman & Littlefield is one of the few independent US academic publishers of such scale and it is great that our discussions with Jed Lyons have led to this acquisition. Their 40,000 academic titles added to ours will make us a significant US academic publisher, growing Bloomsbury's academic and digital publishing presence in North America, opening new markets and publishing areas to Bloomsbury, and is a key milestone in the delivery of our long-term growth strategy. Following the exceptional performance in our Consumer division in our recently announced Preliminary Results, the acquisition accelerates our Non-Consumer division, underlining our portfolio of portfolios strategy."

Jed Lyons, President and CEO of Rowman & Littlefield, commented:

"2024 marks the 75th anniversary of Rowman & Littlefield. When Nigel Newton approached me and described his vision for how our academic businesses would complement Bloomsbury's academic business, it soon became clear that there is a compelling fit. The superb publishing team that runs the Rowman & Littlefield academic business will find a welcoming home at Bloomsbury and our authors will benefit from the global reach of Bloomsbury's sales and marketing efforts."

* These numbers are unaudited.

This announcement contains currency exchange rates based on the average rate on 28 May 2024.

For further information, please contact:

Bloomsbury Publishing Plc

Tamsin Garrity, Head of Investor Relations                           tamsin.garrity@bloomsbury.com

Hudson Sandler                                                                         +44 (0) 20 7796 4133

Dan de Belder/ Hattie Dreyfus/ Emily Brooker                    bloomsbury@hudsonsandler.com

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is disclosed in accordance with the company's obligations under Article 17 of MAR.

The information in this announcement has not been audited or otherwise independently verified and no representation or warranty, express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or opinions contained herein. None of the Company or any of its affiliates, advisors or representatives shall have any liability whatsoever (in negligence or otherwise) for any loss whatsoever arising from any use of this announcement, or its contents, or otherwise arising in connection with this announcement.

This announcement does not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase any shares in the Company, nor shall it or any part of it or the fact of its distribution form the basis of, or be relied on in connection with, any contract or commitment or investment decisions relating thereto, nor does it constitute a recommendation regarding the shares of the Company.

Certain statements, statistics and projections in this announcement are or may be forward looking. By their nature, forward‑looking statements involve a number of risks, uncertainties or assumptions that may or may not occur and actual results or events may differ materially from those expressed or implied by the forward-looking statements. Accordingly, no assurance can be given that any particular expectation will be met and reliance should not be placed on any forward-looking statement. Accordingly, forward-looking statements contained in this announcement regarding past trends or activities should not be taken as representation that such trends or activities will continue in the future. You should not place undue reliance on forward-looking statements, which are based on the knowledge and information available only at the date of this announcement's preparation.

The Company does not undertake any obligation to update or keep current the information contained in this announcement, including any forward‑looking statements, or to correct any inaccuracies which may become apparent and any opinions expressed in it are subject to change without notice.

References in this announcement to other reports or materials, such as a website address, have been provided to direct the reader to other sources of information on Bloomsbury Publishing Plc which may be of interest. Neither the content of Bloomsbury's website nor any website accessible by hyperlinks from Bloomsbury's website nor any additional materials contained or accessible thereon, are incorporated in, or form part of, this announcement.