Penton Media Inc. today announced it entered into a definitive merger agreement to acquire http://www.mecklermedia.com">Mecklermedia Corp. for approximately $274 million in cash.
Penton Media Inc. is a business media company that publishes magazines and electronic information products, produces trade shows and conferences and provides marketing and business development products and services.
Penton will acquire all outstanding shares of Mecklermedia's common stock for $29 per share, equaling a premium of 43.7 percent over Wednesday's closing price of $20.19.
The new company is yet to be named. Tom Kemp, chairman and chief executive officer of Penton Media said one of the names being considered is Internet World Media Inc. Daily operations will go unchanged.
"We recognize the value of this company, and we won't do anything to screw it up," Kemp said.
A tender offer will take place over the next week. Any shares not purchased in the tender will be acquired for the same price in cash in a second-step merger.
Mecklermedia's CEO and chairman, Alan Meckler, controls roughly 30 percent of the outstanding shares of Mecklermedia common stock, and agreed with Penton to tender his shares into the offer and to give Penton an option to purchase his shares in the case of a third party offer for Mecklermedia.
"We're bringing two companies together in a strategic partnership," Kemp said . "We're looking to build a community of financial excellence, but also of quality."
The boards of Penton Media and Mecklermedia have each unanimously approved the acquisition by the vote of all directors present. Penton Media was recently spun off from Chicago-based Pittway Corporation. It began trading on the New York Stock Exchange Aug. 10.
Penton Media and Mecklermedia will be joint venture partners in Mecklermedia's Internet.com business. Meckler will be Internet.com's chairman and chief executive officer and will also act as a consultant with Penton Media. Internet.com and Penton also will enter into a long-term services agreement.
Donaldson, Lufkin & Jenrette is financing the deal. The investment bank and its affiliates have committed to provide the financing necessary for Penton to consummate the tender offer and the merger, refinance existing Penton debt and pay related expenses.
Mecklermedia was founded by Alan Meckler in 1971. The Westport, Conn.-based company's products include Internet World, currently running its Fall show this week at New York's Javits Center and produced in 29 countries internationally. The company also produces the ISPCON trade show, which was held last week in San Jose, Calif. for Internet Service Providers and related technologies. Magazines include the weekly Internet World and the monthly Boardwatch.
"Mecklermedia is an excellent strategic fit for Penton Media, and its acquisition will accelerate our plan to enter new growth markets," Kemp said. "Mecklermedia will provide Penton Media with a strong position in the fast-growing Internet segment of the computer information industry."
"The combination of Mecklermedia and Penton Media resources offers truly exciting financial and strategic potential for our shareholders, employees and customers alike," Meckler said. "I look forward to realizing our timely partnership and building upon the strong foundations of both Penton and Mecklermedia."
Kemp said the addition of Mecklermedia supports Penton Media's objectives in increasing the volume of revenues generated from the trade show and conference component of its operations, and of expanding its global presence. Trade shows accounted for approximately 70 percent of Mecklermedia's $60.8 million in revenues for the 12 month period which ended June 30, 1998. The company has launched or acquired more than 10 new events in 1998.
The Mecklermedia acquisition comes after Penton Media's 1997 purchases of A/E/C SYSTEMS International, Industrial Shows of America, Independent Exhibitions, Ltd. in the United Kingdom and its 1998 purchase of Donohue/Meehan Publishing Company.