C&E is the only management consulting firm focused on professional and scientific publishing that has experience with mergers and acquisitions (M&A). M&A requires deep market knowledge, financial acumen, and experience in M&A transactions. C&E Practice Lead, David Lamb, is an investment banker with decades of experience in the publishing industry, on transaction activities.
Work in mergers and acquisitions may involve both for-profit and not-for-profit organizations, as even a not-for-profit entity may seek to buy or sell a publication or a software tool. Our experience in working with not-for-profits, and understanding their governance processes, is particularly helpful in such transactions.
C&E works with clients on divestitures as well as acquisitions. We work with clients on transactions that involve entire companies or just specific products. We also help private equity firms analyze companies they are considering funding and advise start-ups on financing options.
Buy-side Advisory Arrangements (Acquisitions)
C&E represents organizations seeking to acquire assets. These might include journals, book portfolios, software products, or entire companies. All such assignments begin with a valuation and proceed to an assessment of issues to be taken into account (e.g., an assessment of liabilities and integration risks) and a strategy for negotiations. In some instances C&E directly negotiates on behalf of the client; in others C&E remains in the background as advisers. As an aspect of negotiations, C&E may perform due diligence to ensure that the desired property has been properly represented by the selling party and has the proper characteristics for the client’s strategy.
Sell-side Advisory Arrangements (Divestitures)
Organizations seeking to sell an asset retain C&E to serve as its agent. In such an engagement, we begin with a valuation in order to develop a strategy; the valuation is accompanied by a focused environmental scan (“what is the competition for this kind of asset?”). Working closely with the client management, C&E then prepares an offering memorandum, which summarizes the asset in question, the nature of its current ownership, and strategic implications for buyers to take into account. The offering memorandum is designed as a strong selling document. Prior to issuing the offering memorandum to prospective suitors, we create a list of prospective acquirers (approved by the client) and sends out query letters. As bids come in, C&E assists the client in review of offers and designates a small group of finalists. We also assist in the setting up of the client data room, an essential part of buyers’ due diligence. C&E further advises on the negotiations and terms of the final agreement.
Fair Market Valuations
Clients may wish to obtain a valuation of their assets (journals, books, databases, or other digital properties) outside the context of an M&A transaction. A fair market valuation can inform a decision as to whether a client wishes to divest one or more assets. A valuation can also inform financing or investment decisions. Our valuation process starts with a due diligence investigation and quantitative analysis. Our primary methodology for valuation is based on recent comparable control transactions, which are informed by non-public transactions we have brokered. We focus on market transactions as the market is the ultimate arbiter of value. This core methodology may be supplemented by discounted cash flow analysis and analysis of public market trading comparables. We summarize our findings in a concise fair market valuation report, which discuss factors relevant to the determination of FMV.
Recent Transactions
American Journal of Preventative Medicine
C&E represented the Board of Governors of the American Journal of Preventive Medicine (AJPM) and AJPM Focus in the sale of both titles to Elsevier. The journals have long been official titles of the American College of Preventive Medicine (ACPM) and the Association for Prevention Teaching and Research (APTR). C&E is honored to have advised the AJPM Board of Governors on this notable deal, which was announced on April 3, 2024.
Molecular and Cellular Biology
The American Society of Microbiology (ASM) divested the journal Molecular and Cellular Biology. The journal was acquired by Taylor & Francis (T&F).
Molecular and Cellular Biology is a monthly, peer-reviewed, scientific journal established by ASM in 1981. MCB is a high performing title, as measured by both editorial and usage metrics. The journal’s impact factor rose to 5.1 in 2022 and its usage grew by 40 percent from 2017 to 2021, increasing from 4.6 million total full-text views to 6.4 million full-text views annually. MCB is an internationally renowned and broadly indexed title, covered by MEDLINE, Scopus, Web of Science (SCIE), Chemical Abstracts Service (CAS), and many other services.
Clarke & Esposito had the privilege of representing ASM in brokering this notable deal. The transaction followed a competitive process managed by C&E. The deal was announced December 1, 2022.