De Gruyter GmbH announced the public offer of Koninklijke Brill N.V.

12 Oct De Gruyter GmbH announced the public offer of Koninklijke Brill N.V.

Overview

• Agreement reached on recommended all-cash public offer by De Gruyter for all Securities at an offer price of EUR 27.50 per Security (cum dividend), representing a total consideration of approx. EUR 51.5 million
• Offer price represents premium of approx. 39.6% over the closing price on 11 October 2023
• Brill’s largest Securityholders, representing approx. 60.4% of all Securities, irrevocably agreed to tender their Securities into the Offer
• The Offer is expected to complete in Q2 2024

The transaction creates the leading academic publisher in the Humanities and presents a unique opportunity to accelerate organic growth and achieve necessary scale. With pro forma combined revenues of around EUR 134 million and 750 employees, the combination will be well-positioned to offer the best possible service and infrastructure to its communities. The combination will jointly publish well over 3,500 books and 800 journals per year. The enlarged scale will accelerate the transition to new business models such as open access and finance investments in technology for end-to-end workflows and a state-of-the-art market-facing (content) platform. Furthermore, it will make the business more resilient, allow more effective sales & marketing and increase the ability to attract and retain talent. The combination of two centuries-old publishing houses will be branded De Gruyter Brill, signalling the importance of the strong heritage and family background of both companies.

In addition, the strategic rationale is underpinned by similar cultural values. Both companies are deeply rooted in the academic community, built on a long tradition, with quality and stakeholder relations at their core. Upon the closing of the transaction, De Gruyter Brill GmBH headquarters will be in Berlin, Germany while Koninklijke Brill N.V.’s office in Leiden, the Netherlands, will be the second largest office of the new combination and will continue to have material substance, both in number of people and in terms of responsibilities. De Gruyter’s shareholders take a strategic view on the business and are dedicated to ensuring the new combination stays independent for many more centuries to come.

Koninklijke Brill N.V.’s management board (the “Management Board”) and supervisory board (the “Supervisory Board, and together with the Management Board, the “Boards”) consider that the Offer is in the best interests of the Company and promotes the sustainable success and long-term value creation of its business, having taken into account the interests of the Company’s stakeholders. The Offer provides the Securityholders with an attractive premium and immediate value.
Peter Hendriks, CEO of Koninklijke Brill N.V.: “Today’s announcement marks a historic step for Koninklijke Brill N.V..We attach great value to our long heritage, and foster our independence as a publishing house. At the same time, we are convinced that, in order to serve our communities, scale is essential to keeping Koninklijke Brill N.V.relevant and competitive going forward. By joining forces with De Gruyter GmbH we can make a leap in our growth strategy and create a publishing powerhouse with revenues of around EUR 51.5 million. Together we will benefit from the reach, scale and resources of our joint businesses.”

About Brill
Founded in 1683 in Leiden, the Netherlands, Brill is a leading international academic publisher in the Humanities, Social Sciences, International Law, and Biology. With offices in the Netherlands, Germany, Austria, the USA and Asia, Brill today publishes more than 360 journals and 2,000 new books and reference works each year as well as a large number of databases and primary source research collections. Commitment to Open Access and the latest publishing technologies are at the core of Brill’s mission to make academic research available for the scholarly community worldwide. The company’s key customers are academic and research institutions, libraries, and scholars. Brill’s depositary receipts are listed on Euronext Amsterdam. For further information, please visit www.brill.com.

About De Gruyter
Headquartered in Berlin since 1749 — and with offices in Boston, Beijing and across Europe — family-owned academic publisher De Gruyter uses its global reach to promote, disseminate and advance knowledge. Its portfolio makes De Gruyter one of the world’s largest and most reputable humanities publishers while extending to subject areas like natural and social sciences, economics, technology, mathematics, architecture, design and more. Eight highly respected publishing brands — De Gruyter Mouton, De Gruyter Oldenbourg, De Gruyter Akademie Forschung, De Gruyter Saur, Birkhäuser, Deutscher Kunstverlag (DKV), Jovis Verlag and Ubiquity –- are part of De Gruyter. De Gruyter publishes over 120 gold open access journals and is one of the largest independent open access book publishers. A partner and provider of publishing services to top-tier universities, academic societies and publishers, De Gruyter also distributes the complete digital collections of some of the world’s most renowned scholarly presses through its University Press Library. The award-winning website degruyter.com hosts the complete De Gruyter collection since 1749 and research published by De Gruyter’s imprints and partners. Over 150.000 eBooks and 850.000 journal articles make degruyter.com one of the most comprehensive digital platforms for high-class scholarly content in the world. For more information, visit: www.degruyter.com.