VNU ACQUIRES MILLER FREEMAN FROM UNITED NEWS & MEDIA.

VNU (Haarlem, The Neth.) has entered into a definitive agreement to acquire Miller Freeman, Inc. (San Francisco, CA) from United News & Media (London) for $650 million in cash, 75% of which will come from a fourth-quarter equity offering. The deal is expected to close by the end of the summer. VNU said 85% of the purchase price will be deductible for U.S. tax purposes. Penton Media finished second in the auction for Miller Freeman.

Miller Freeman assets include over 180 separate properties, including 81 magazines, 59 trade shows and related conferences and exhibitions and their Web sites in five major categories, including real estate and construction, sports & apparel, jewelry and gifts, travel and Latin America. Its trade shows, conferences and seminars account for more than 75% of its annual cash flow. VNU said that many of the assets are in markets "adjacent" to its existing trade shows and publications. Miller Freeman has approximately 800 employees and had 1999 revenues of $214 million and 1999 EBIDTA of approximately $58 million.

VNU currently operates 73 trade publications in the U.S., mainly through its Bill Communications and BPI Communications divisions, including such titles as The Hollywood Reporter, Billboard, Progressive Grocer, and Successful Meetings. It also operates over 35 trade shows as well as related conferences and seminars in the U.S. Other American properties include SRDS, Nielsen Media Research and VNU Marketing Information. The deal to acquire Miller Freeman increases the U.S. share of VNU's revenues to more than 50%, a figure that will continue to increase, the company said. The b2b and marketing services sectors now account for about 60% of VNU's overall revenue, followed by consumer magazines (24%), directory information services (14%), and educational publishing (3%).

VMU said the acquisition "fits VNU's explicit strategy of expanding its professional information activities " and of its "strategic objective of pursuing growth through acquiring high margin, market-leading branded information businesses with attractive growth prospects."

The sale of both Miller Freeman and Miller Freeman Europe (see next story) were a part of United News & Media's divestment plan, announced last November, that was designed to sell its non-core properties and to focus on television broadcasting through a merger with Carlton Communications. That deal was officially cancelled on July 21. In total, United's divestitures generated more than $2 billion.