Two of Ireland’s strongest media entities come together

Current Landmark Media Investments shareholder Ted Crosbie pointed out, in recent years, the Irish Examiner has survived “the Famine, World War 1, the War of Independence, the Civil War, the Great Depression of 1930, de Valera’s Economic War of the mid-30s, World War II and several recessions”.

The last of those recessions came at one of the worst possible times for the traditional newspaper industry as it was accompanied by declining circulation figures and the emergence of new technology.

Yesterday’s announcement marks the coming together of two of the country’s strongest media entities to ensure the Irish Examiner will continue to provide strong, independent news coverage for many years to come.

It also marks the end of involvement in the company for one of the country’s strongest media families, the Crosbies.

The company continually expanded under the guidance of five generations of the Crosbies starting in 1842 with Kerry native Thomas Crosbie who, aged 15, joined the then Cork Examiner newspaper’s staff while it was under the ownership of John Francis Maguire. The MP and barrister had opened the newspaper just a year earlier. The young Crosbie made an instant impression as a gifted newspaper man and rapidly ascended to the editor’s position. When Maguire died in 1872, Thomas Crosbie became proprietor.

He turned the newspaper from a three-evenings-per-week publication to a six-mornings-per-week title which it remains today. He also launched the company’s other landmark title, the Evening Echo, in 1892.

Four more generations not only consolidated the products under Thomas Crosbie Holdings but also oversaw what was, at one point, Ireland’s fastest growing media organisation, acquiring a newspaper almost every year in a buying spree of media assets including radio stations.

In 2000, The Examiner cemented its national intentions by rebranding as the Irish Examiner before making one of TCH’s most noteworthy acquisitions, another national newspaper, The Sunday Business Post , from Trinity Mirror for €10m in 2002. At one point, the group owned 18 newspapers.

However, the acquisitions came at a cost. The portfolio growth was led by TCH managing director Anthony Dinan, who was given shareholdings in the new purchases.

He was asked in 2005 whether the group was for sale as there was increasing UK publisher interest in buying Irish newspapers. He reiterated TCH’s expansionist plans saying: “Rather than be acquired. We are acquisitive. The healthy results across the group’s portfolio of businesses means that TCH is well placed to continue the acquisitive path.“

But there was concerns in some quarters that, for all the millions being spent on new titles, not enough was being invested in the cash generating titles, the Irish Examiner and the Evening Echo which were delivering significant profits right up to the most recent economic crash.

However, from entering 2006 debt free not least due to the sale of the Irish Examiner’s long-standing home in Academy Street, the company found itself with a total bank debt of €27m at the start of 2011.

So what changed? Without doubt, the economic crash hit the newspaper industry hard and the TCH titles were no different.

With Mr Dinan gone from the company in 2010, his replacement Tom Murphy, current Landmark Media Investments chief executive, set about making cutbacks, not least by selling off or closing loss-making titles.

He also set about streamlining, as well as strengthening operations within the titles and businesses which remained.

However, by 2013, it became clear a complete financial restructuring was required.

Thomas Crosbie Holdings went into receivership on March 6, 2013, and was acquired by a new Crosbie-owned company, Landmark Media Investments. That restructuring was carried out with the support of the group’s banker AIB, which provided working capital and resources for investment. It also marked a parting of the ways with The Sunday Business Post leaving the group.

The restructuring secured the jobs of 554 staff across the company and, as Mr Murphy pointed out, at the time: “Following a prolonged period of uncertainty, today’s developments represent an important opportunity for the Irish Examiner and associated titles and media to make a fresh start. In a challenging environment, this restructuring and consequent acquisition provides a stable platform from which to build a sustainable business.”

A move to offices at Blackpool on the northside of Cork City was accompanied by the introduction of a new cloud-based system specially tailored to a 21st-century media organisation determined to be relevant on every media platform.

The streamlining of operations has continued over the last four years.

Earlier this year, Wexford Echo Limited which was a part of the Landmark Media Group and which included the Wexford Echo, Gorey Echo, New Ross Echo and the Enniscorthy Echo, was put into liquidation.

Staff numbers have dropped from 554 at the time of the restructuring to a current total of 410 — 260 in Cork and 150 in other locations across the country.

The changes the company has made to the way it presents its media product have paid dividends.

Landmark Media Investments recorded a profit before taxation of €287,000 for the 12 months ending January 1, 2017.

The Irish Examiner has also been to the forefront of the news agenda, particularly in the last two years, not least in leading the coverage of the garda controversies thanks to Special Correspondent Michael Clifford and in recent months, Political Editor Daniel McConnell and Political Correspondent Fiachra Ó Cionnaith won a Newsbrand Ireland Journalism Award for their dedicated coverage of the “Grace” scandal.

As chairman and principal shareholder Tom Crosbie says: “There has been a cold wind blowing for a long time in the traditional media industry. This move will make sure the Irish Examiner and its sister titles are blown in the right direction.”

Landmark Media statement

I am delighted to announce that the Irish Times DAC has agreed to purchase the entire business of the Landmark Media Group.

The Irish Times DAC will own The Irish Examiner and Evening Echo and all other group newspapers, websites, Recruit Ireland and all of its radio interests once the contract conditions, including receipt of regulatory approvals, is completed.

The transaction is subject to a number of conditions including receipt of regulatory approvals from The Competition and Consumer Protection Commission, the Minister for Communications, Climate Action and the Environment as well as The Broadcasting Authority of Ireland (for the radio interests). It is expected that these approvals could take at least 4 months to procure.

I would like to place on record my personal appreciation and the appreciation of the board of Landmark Media to all staff members for their support, understanding and particularly for their patience. We acknowledge that throughout this delicate and sometimes public process that it has been a difficult period for all staff members, reading and listening to commentary, much of it uninformed and speculative. For our part, we believe we have done everything possible to make and implement the right decisions in relation to the Landmark business and all of its stakeholders, particularly our very valued and loyal staff colleagues.

I believe that a sale of the Landmark Media business to The Irish Times is in the best interest of all of our newspaper and other media companies and assets and that it is the correct outcome also for The Irish Times and the Newspaper and Media industry generally in Ireland. Consolidation within the industry is an inevitable outcome and both Irish-owned groups will be best positioned to survive and prosper as part of a larger, stronger and better resourced and unified entity. The Irish Times has been in existence since 1859 and its Management, Board and Trust are well aware of and suitably resourced to enable them to meet and navigate the challenges of the industry today.

Our Bank, AIB have been with us on this journey for some time now and I must acknowledge and thank them for their support, resourcefulness and patience in enabling us to pursue and achieve the outcome being announced today.

From an operational standpoint, it is business as usual for all of us. We must continue to be focused on putting out the best newspapers we can, selling the greatest numbers of newspapers possible and also, most importantly, selling the greatest possible amount of advertising, as we work our way to formal contract completion, hopefully, before the Summer.

‘Irish Times’ statement

The Irish Times DAC and the owners of Landmark Media Investments have signed a share purchase agreement whereby The Irish Times will acquire all of the publishing and media interests of the Landmark group. As part of the acquisition, the company’s bankers, AIB, have supported a significant debt restructuring. The Share Purchase Agreement was signed on December 5, 2017.

The acquisition will require separate and consecutive filings to both the Competition and Consumer Protection Commission (the CCPC) and the Minister for Communications, Climate Action and Environment. This process is expected to take between four and six months to complete.

The publishing and media interests include the Irish Examiner along with the Evening Echo, regional titles, digital and radio assets. The opportunity to acquire Landmark Media is an important strategic decision for The Irish Times. It is the intention to retain the core identity and independence of the respective news publishing titles. Each will retain their editorial integrity.

The overall increase in audience allows the group to build a digital platform with a strong reach, countrywide and internationally. The consolidation also presents the opportunity to strengthen and grow existing print advertising revenues and helps to secure contract print revenues.

If the application to the CCPC and to the Minister are successful, The Irish Times is fully committed to working with the respective Union groups in each company on any restructuring proposals that will need to be made. The Irish Times has a proven track record of achieving cost savings, maintaining quality content while also working with staff and their representatives in a consultative partnership model.

The combination of the two groups brings together two organisations with a quality focus and strong ethos. The combined scale provides opportunities for consolidation, secures existing revenues and provides a platform to build and grow new digital readers and revenues. It is a positive step in the protection of two Irish-owned media organisations, and will help ensure their long-term futures.

— Liam Kavanagh

NUJ statement

THE National Union of Journalists notes the decision of The Irish Times to purchase the assets of Landmark Media Group, including The Irish Examiner, The Echo and seven regional newspapers.

In a reaction to the announcement Séamus Dooley, Irish Secretary said: “We are seeking a meeting with management to explore the implications for staff and will be seeking assurances regarding security of employment in the newspapers and radio stations involved in the proposed acquisition.

“We welcome the assurance by Liam Kavanagh, Managing Director that the editorial integrity and independence of the titles will be maintained and I have already got an unambiguous assurance that trade union recognition will continue. Workers employed by Landmark Media Group have been operating under a cloud of uncertainty and today’s development will help ease the fears of our members.

“Obviously we will be examining every aspect of the proposed acquisition, including the implications for media diversity and plurality but these assurances provide a constructive starting point.

“Irish Times staff will be seeking specific assurances about the maintenance of the distinct editorial character of The Irish Times. This is a major departure for the company and the NUJ will be entering into discussions with management on the potential implications for employees of the parent organisation.

“Pending the approval of the Competition and Consumer Protection Commission, the Minister for Communications, and the Broadcasting Authority of Ireland Landmark staff will be employed by that company and we will continue to represent their interests. Members who may have concerns are being encouraged to contact the company.”

Regulatory steps to be completed

Stephen Rogers

Before a media merger can be implemented, it must be approved by the Competition and Consumer Protection Commission (CCPC) and the minister for communications, climate action and the environment under the Competition Act 2002.

In addition, separate approval of the Broadcasting Authority of Ireland will be required in relation to change of ownership in any media business that holds a broadcasting licence (i.e. a radio station) The approval must first be sought by the CCPC. It will carry out an initial investigation during Phase 1 of the process. It can decide to grant approval at that point but cannot decide on prohibition in this phase.

CCPC must decide over a 30-working period of Phase 1 whether to grant approval or push into a phase 2 period of investigation. During that 30 working day period the CCPC may request information from the parties, which will have the effect of resetting the phase 1 investigation period to when the parties respond in full to that request. The period for conclusion of the Phase 1 investigation may be extended to 45 working days if the parties submit proposals to address potential concerns with a view to them becoming binding if the CCPC approves the merger at Phase 1.

If the merger is pushed into Phase 2, the CCPC has 120 working days from the date of notification (or, if the CCPC made a request for information in Phase 1, the date of response to that request) to make its final decision.

That 120 working day period may be paused where the CCPC makes a request for information and resumes when the parties respond to that request. After the 120 working day period it can decide to either grant approval unconditionally; grant it with conditions or prohibit the merger.

Once the CCPC has concluded its investigation (whether at Phase 1 or Phase 2), the parties must then notify the merger to the Minister within 10 working days.

While the role of the CCPC is to consider whether the merger will substantially lessen competition, the Minister is looking at the public interest implications (i.e plurality of the media and concentration of ownership) .

Again, he has a 30 working day period to make an initial decision. He can approve the merger at that point or ask the Broadcasting Authority of Ireland to carry out a full (or phase 2) investigation. There are also provisions for the setting up of an advisory panel by the Minster to assist the BAI.

Again, there is a 120 working day period from date of receipt of the application or of information submitted by request, to make a final decision - grant conditionally, grant unconditionally or prohibit.

In the case of radio interests in a merger, the BAI consent will also be required and there is no fixed timetable for this process.

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