EXCLUSIVE: Ascent Media is the international conglomerate offering integrated digital media services including digital asset management, post production, content duplication and distribution services that was spun off as a publicly traded company in 2008 by its former parent Discovery Holding, which is controlled by Liberty Media chairman John Malone. U.S.-based film Deluxe is owned by Ron Perelman’s MacAndrews & Forbes Holdings and is the world’s largest processor of 35mm film and distributor of release and trailer prints for the worldwide film industry. My sources say this transaction for Deluxe “appears imminent. They are buying the bulk of Ascent Media’s assets minus distribution and some creative services. Though Perelman has been getting nutty at the 11th hour with demands.” (I hear India’s giant Reliance was “hot and heavy in the mix” when Ascent Media was being shopped around during the months-long process.) As usual with anything that Malone does deal-wise, the sale will have as small a tax consequence as possible given his phobia about paying corporate taxes. Britain’s Broadcast media outlet first reported in September that Deluxe was talking to Ascent Media UK about a possible takeover in “a deal that would almost certainly create the biggest single player in the UK facilities market”. But the transaction is actually much, much bigger.
ENGLEWOOD, Colo – Ascent Media Corporation today announced the execution of a definitive agreement to sell the Creative Services and Media Services businesses of Ascent Media Group to Deluxe Entertainment Services Group Inc. (“Deluxe”) for aggregate cash consideration to Ascent Media of approximately $68 million (after the assumption of certain indebtedness). The purchase price has been allocated as follows: 79% to the U.S. businesses and 21% to the U.K. businesses. Deluxe is a leading provider of a broad range of entertainment industry services and technologies to major Hollywood Studios and an international client base.
AMG’s Creative Services business unit provides high-end post-production services for feature film, advertising and entertainment television clients. AMG’s Media Services business provides major Hollywood studios, content owners and distributors with the suite of services necessary to store, manage and distribute content.
Ascent Media’s Chief Executive Officer, William Fitzgerald said, “AMG’s Creative Services group has provided pioneering post-production solutions for some of the most well known brands, directors and studios. In Media Services, AMG has been an innovator in developing solutions to help customers manage and distribute content. Deluxe is a leader in both of these segments, and we believe that the transaction should accelerate growth and better serve the combined company’s customers worldwide.”
Ascent Media will continue to own AMG’s content distribution and systems integration businesses. However, the Company is pursuing strategic alternatives for both business units. In addition, the Company is committed to pursuing investments in or the acquisition of businesses that provide enhanced shareholder return opportunities.
The Deluxe transaction is subject to customary closing conditions and is expected to close by the end of 2010.
Moelis & Co. served as the Company’s financial advisor and Baker Botts served as legal advisor in connection with the transaction.