| TORONTO/NEW YORK
TORONTO/NEW YORK For Harlequin Enterprises Ltd, the romance novel publisher that News Corp agreed to buy for $415 million, the title of one of its latest offerings, "My Fair Billionaire," could well refer to Rupert Murdoch.
Murdoch's News Corp said on Friday it would purchase Harlequin from Torstar Corp, owner of the Toronto Star, Canada's largest daily newspaper by circulation.
With backing of the billionaire's global empire, the deal will give a more secure financial footing to Harlequin - known for churning out more than a thousand "bodice ripper" books every year, with titles like "A Game of Seduction" and "The Heartbreaker Prince."
The C$455 million purchase is News Corp's largest since its assets were split off last year from its cable, TV and movie studio properties, now known as 21st Century Fox Inc
News Corp will pick up a dusty book company, albeit one with global and digital distribution that News Corp plans to use to extend its footprint. Harlequin, to become a unit of News Corp's HarperCollins book publishing subsidiary, gets about 40 percent of its revenue from e-book sales in North America and about 20 percent outside the region. Worldwide, HarperCollins generates about 20 percent of its revenue from digital sales.
Torstar shares surged 17.7 percent on Friday.
News Corp Chief Executive Robert Thomson said it was quicker and cheaper to buy Harlequin than to build a distribution and digital platform.
"The amount of work you have to do to build and structure that sensibility is both expensive and time consuming," he said in an interview. "This acquisition is not only about sense and sensibility but structure and sensibility."
Wells Fargo analyst Eric Katz noted the deal would boost News Corp's book publishing revenue as a percent of its total revenue to 20 percent from 16 percent and also increase earnings.
"We like the strategic fit, larger international footprint, and News Corp's move into a business with visibly improving margins," Katz said in a note to clients.
Harlequin, which owns the Mills & Boon British imprint, publishes more than 100 novels a month in 34 languages across six continents. It has published more than 6 billion books since it was founded in 1949 and has branched out into e-books, downloadable audio and smartphone apps.
Roughly 40 percent of Harlequin's revenue comes from books published in languages other than English, while 99 percent of HarperCollins books are published in English.
"It is one of the few global book brands targeted to women," HarperCollins CEO Brian Murray said in an interview. "They have done a terrific job extending that brand around the world."
HarperCollins said Harlequin will remain based in Toronto. The romance novel publisher has more than 1,000 employees worldwide, with about 350 in Canada.
Harlequin's 2013 revenue totaled C$398 million while its earnings before interest, taxes, depreciation and amortization (EBITDA) were C$56 million, accounting for 29 percent and 32 percent of Torstar's overall revenue and EBITDA, respectively.
HarperCollins represents 17 percent of News Corp's total revenue and 21 percent of its cash flow, according to its results for the three months ended in December.
Torstar, almost one-quarter owned by Prem Watsa's Fairfax Financial Holdings Ltd, said it would use a portion of the proceeds to repay debt and invest the rest.
David Holland, Torstar's CEO, said the company did not run an auction process but that the transaction came about after HarperCollins approached Torstar late last year.
Holland said the company was unlikely to raise its dividend but that the cash inflow should allay investor fears about a dividend cut. He said Torstar was focused on eliminating net debt and maintaining a solid balance sheet.
The deal is subject to regulatory approvals and expected to close by the end of the third quarter.
News Corp shares added 0.5 percent to $17.38 in early trading on the Nasdaq on Friday. Torstar's shares rose C1.18 to C$7.89 on the Toronto Stock Exchange.
($1 = 1.10 Canadian dollars)
(Additional reporting by Ashutosh Pandey and Shubhankar Chakravorty in Bangalore; Editing by Don Sebastian and Jeffreys Hodgson, Jeffrey Benkoe and Steve Orlosky)