ITV Regulatory News (ITV)

12 March 2015

ITV acquires The Voice creator Talpa Media

ITV plc today announced that it has agreed to acquire Talpa Media B.V., the entertainment show producer behind worldwide hit formats, including The Voice, The Voice Kids, Utopia, I Love My Country and Dating In The Dark for an initial cash consideration of approximately £355 million. The acquisition is a further milestone in the company's strategy of building an international content business that creates and owns entertainment formats and dramas that sell internationally, and significantly strengthens ITV's position as a leading producer in Europe.

Established by Big Brother creator John de Mol, Talpa is a fast growing Netherlands based production and distribution business, focused on developing new formats that attract large audiences and have significant global commercial potential. Over the last six years, Talpa has created 75 shows airing in more than 180 countries, with 16 new formats broadcast last year. Talpa's focus on high quality formats fits well with ITV Studios' existing genre focus, and will add to ITV's growing portfolio of international production companies. 

Award winning singing talent competition The Voice has become a global entertainment blockbuster since its Dutch premiere in 2010 and has been broadcast in 180 countries - the eighth series launched recently in the US on NBC to strong ratings of almost 14 million, topping the previous series finale. Spin-off show The Voice Kids has sold to 28 countries.

Other worldwide Talpa hits include game show I Love My Country, which has been sold to 26 countries; Dating in the Dark, aired in 24 countries; game shows Divided and Battle of the Sexes as well as Utopia, a social television experiment, which launched last year and has already sold to seven countries including Romania, Turkey and Germany where it recently aired to become SAT.1's best format launch since 2009.

Under the leadership of John de Mol and CEO Pim Schmitz, Talpa has a strong track record of operational and financial performance. In the financial year to 31 December 2014, the company generated €233 million revenue from productions, format fees and new revenue sources, delivering €61 million EBITA. Following the transaction, John de Mol, together with his senior management and creatives, will continue to play a key role in format creation and development to maintain Talpa's strong creative pipeline, working exclusively for Talpa alongside ITV Studios Managing Director Kevin Lygo and his team. A key focus for Talpa will be to continue to maintain and develop its client relationships.

ITV will pay an initial cash consideration of €500 million (approximately £355 million) for 100% of Talpa's fully diluted share capital with further payments dependent on Talpa's future performance. The total maximum consideration, including the initial payment, is up to €1.1 billion (approximately £781 million). This total is contingent on Talpa continuing to deliver significant profit growth over an eight year period as well as John de Mol's continued commitment to the business during this time. The transaction will be earnings accretive from day one and is expected to accelerate ITV Studios' growth internationally.

The transaction will be financed through existing cash resources and new debt facilities, and is expected to close during the second quarter of 2015 subject to regulatory approval.

Adam Crozier, Chief Executive of ITV, said:

"Great content is at the heart of ITV's growth strategy and the acquisition of Talpa builds on the success of our international content business and is absolutely in line with our desire to create and own formats that travel. John de Mol and his team have an incredible track record of doing that consistently over many years and I'm delighted to welcome them to the ITV family. This is a great opportunity for ITV to accelerate its progress in building a global content business of scale."

John de Mol said:

"Of all the potential partners for Talpa, there's no doubt ITV is the best fit. When it comes to the importance of content, the strategy of both successful companies is exactly the same and for Talpa this represents a fantastic opportunity for strong further growth. It also enables me personally to concentrate and focus even more on creating new, groundbreaking content."

- Ends -

Note to Editors:

1. ITV will acquire Talpa from Talpa Holding N.V. whose ultimate beneficial owner is John de Mol who founded the business in 2004. The acquisition does not include Talpa's record label, 8ball Music; radio stations or the company's shareholding in SBS Nederland.

 2. The transaction is on a cash and debt free basis and reflects an initial cash consideration of €500 million (approximately £355 million) with further payments subject to Talpa meeting minimum EBITDA thresholds and dependent on John de Mol remaining with the business.

The contingent consideration is up to €600 million payable in three tranches which are all subject to minimum average EBITDA thresholds: a contingent payment of up to €100 million payable if average EBITDA in 2015 and 2016 is between €50 million and €60 million, with a partial clawback if the average EBITDA for that period is below €50 million; a second contingent cash payment of up to €400 million if average EBITDA from 2017 to 2019 is between €75 million and €100 million; and a final contingent cash payment of up to €100 million if average EBITDA from 2020 to 2022 is between €115 million and €130 million. The total maximum consideration is €1.1 billion (approximately £781 million).

3. Talpa had gross assets of €211 million at 31 December 2014.

4. Talpa 2014 figures are on a pro forma basis and are unaudited.

5. An exchange rate of €=£0.7099 has been assumed (source: WM Reuters, 11 March 2015).

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