German media holding company Bertelsmann AG and British media company Pearson Plc (PSON.L,PSO) on Thursday said the planned combination of their book-publishing companies has received clearance by the U.S. Department Of Justice or DoJ.
The DOJ has informed the parties that it has completed its review into the proposed merger of Penguin and Random House, without conditions, and has cleared the transaction in the U.S. The combined business will be named Penguin Random House publishing group.
It was in late October 2012 that both companies announced their combination plans and since then, the planned transaction has been undergoing review by antitrust authorities in various parts of the world.
Bertelsmann and Pearson said they continue to expect the transaction to close in the second half of 2013, after all necessary approvals have been received.
Thomas Rabe, Chairman & CEO of Bertelsmann, said, "This positive first decision by one of the antitrust authorities is an important milestone on the path to uniting two of the world's leading publishing companies into a truly global publishing group. It will enable investments worldwide in new digital publishing models, in new distribution paths, products and services and in the major growth markets."
As per the deal terms, Penguin and Random House will combine their businesses in a newly-created joint venture named Penguin Random House. Bertelsmann will own 53 percent of the joint venture and Pearson will own 47 percent. Neither Pearson nor Bertelsmann may sell any part of their shareholding in Penguin Random House for three years.
The planned publishing house will include all of Random House and Penguin Group's publishing units in the U.S., Canada, the U.K., Australia, New Zealand, India and South Africa. It will also include Penguin's operations in China and Random House's publishers in Spain and Latin America.
However, the German publishing group, Munich-based Verlagsgruppe Random House, will not be part of the group, but will remain with Bertelsmann.
As per the agreed terms, Bertelsmann will nominate five directors to the Board of the joint venture and Pearson will nominate four. John Makinson, currently chairman and chief executive of Penguin, will be chairman of Penguin Random House and Markus Dohle, currently chief executive of Random House, will be its chief executive.
In London, Pearson shares closed Thursday's trading at 1,209.44 pence, down 2.56 or 0.21 percent.
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