N.V. Holdingmaatschappij De Telegraaf has been given permission by the Netherlands Competition Authority (NMa) for the acquisition of Uitgeversmaatschappij De Limburger B.V., a Maastricht-based publisher. Approval has been granted subject to a number of conditions.
Uitgeversmaatschappij De Limburger B.V. is part of VNU Dagbladengroep B.V., which was bought by Wegener N.V. earlier this year.
De Limburger B.V. comprises Dagblad De Limburger (circulation 177,000), the door-to-door papers of Limburger Weekbladpers, cable TV information service TV Gazet, a 45% interest in regional TV station Limburg1 and a 40% interest in regional family magazine NR1. In 1999, De Limburger group realised a turnover of NLG 163.2 million and an operating profit before amortisation of NLG 23.5 million. The group has a work force of 570 FTEs.
From 1972, N.V. Holdingmaatschappij De Telegraaf owns B.V. Gemeenschappelijk Bezit van Aandelen Limburgs Dagblad, comprising Limburgs Dagblad (circulation 75,000 and distributed in central Limburg and the mining district), door-to-door organisation Uitgeversmaatschappij De Trompetter B.V. and Reclameverspreidbureau Spiral B.V. This group was loss-making in both 1998 and 1999. The Limburgs Dagblad group employs a total of 487 FTEs.
De Limburger group and the Limburgs Dagblad group will be combined in the subholding of Media Groep Limburg B.V., a wholly-owned subsidiary of N.V. Holdingmaatschappij De Telegraaf. Media Groep Limburg will have it registered office at Heerlen. Management of the group will be in the hands of Messrs. H.C. Straat and F.A.M. van Hellemondt.
Media Groep Limburg's objective will be to guarantee the two Limburg regional newspapers' continuity in a cost-effective manner. Through this corporate combination, N.V. Holdingmaatschappij De Telegraaf guarantees the newspapers' editorial independence both vis-à-vis each other and vis-à-vis other newspapers. Independence will be safeguarded by the existing editorial rules and by the incorporation of both newspapers into separate companies, each having a managing board and a supervisory board of their own.
The statutory managing board of Limburgs Dagblad B.V. will consist of editor-in-chief/publisher, Mr Goessens. The statutory managing board of Dagblad De Limburger B.V. will consist of editor-in-chief/publisher Mr G. Vogelaar.
The editor-in-chiefs/publishers will be responsible for their own newspaper in respect of both editorial policy and circulation policy. For this purpose, they will have the necessary resources and powers.
The other functions of both companies will be combined in Media Groep Limburg so as to be able to realise the desired advantages of scale whilst maintaining editorial independence. The advertising business for both companies, as well as the printing offices will be transferred to a separate private company with limited liability. The advertising business and the printing offices will be headed by Mr R. Holterman and Mr H. Eykenboom, respectively.
Media Groep Limburg B.V. will hold shares in Limburgs Dagblad B.V., Dagblad De Limburger B.V., B.V. Advertentiebedrijf Limburgse Dagbladen and B.V. Limburgse Drukkerijen.
The conditions tied to NMa's decision to grant permission mainly involve:
- Uitgeversmaatschappij De Trompetter B.V. may not be part of Media Groep Limburg, but is to be a direct or indirect subsidiary of N.V. Holdingmaatschappij De Telegraaf;
- Limburger Weekbladpers has to be resold within six months, a period that may be extended by another six months, if necessary. The weekly circulation of Limburger Weekbladpers totals 0.5 million, while the 1999 turnover amounted to NLG 25 million. Limburger Weekbladpers employs a total of 94 FTEs.
De Telegraaf is studying possibilities to appeal the conditions stipulated in respect of the permission.
It had earlier been decided that Reclameverspreidbureau Spiral B.V. is to be transferred to Logistiek B.V. (a company in the process of being formed), into which all logistic activities of De Telegraaf, ranging from the supply of newsprint to 'doormat' delivery, will be grouped.
Cable TV information service TV Gazet of Dagblad De Limburger was loss-making in 1999. De Telegraaf will again study TV Gazet's potential future profitability. A decision on the future of this activity will depend on the outcome of this study, with all options emphatically left open.
The merger will not give rise to compulsory redundancies. However, the reorganisation still in progress at Limburgs Dagblad, and on which agreement had been reached with the trade unions and Works Councils, will be carried out in full.
In the longer term, the number of jobs will decline as a result of the integration of the back offices of both companies. This will be effected without compulsory lay-offs.
Trade unions, works councils and editorial boards have been informed about the plans and have been asked for advice.
In 1999, N.V. Holdingmaatschappij De Telegraaf realised a turnover of NLG 1.59 billion, an operating profit before amortisation of goodwill of NLG 228.1 million and a net profit of NLG 142.8 million. The purchase price has been self-financed. A credit facility has been arranged for any future investment commitments. The goodwill paid on this acquisition will be charged to the result over a twenty-year period.