Acquisitions 101: Vice and Refinery29

2019 has been an exciting year for the M&A world!

In case you haven’t heard, Vice has acquired Refinery29!

Now, what’s the point of me writing an article about an acquisition if I don’t go through the basics first?! Let’s play a bit of Company Top Trumps.

Vice:

What is Vice? Vice is a Canadian digital media company. They are mostly well-known for their quirky journalism stories and YouTube videos.

Founded in: 1994

CEO: Nancy Dubuc

How much is it worth? In 2017, Forbes estimated that Vice was worth $5.7 billion! However, this is no longer the case as Vice has been facing several financial difficulties in recent times (I will touch upon this later). Read this article for more information about Vice’s valuation.

Refinery29:

What is Refinery29? Similar to the above, this American company is most well-known for their social media presence. Refinery29 primarily focusses on women, beauty and fashion. However, the more unorthodox side of journalism is no stranger to Refinery29, as they also post many articles dispelling taboo subjects around gender and sexuality.

Founded in: 2005

CEOs: Philippe von Borries and Justin Stefano

How much is it worth? Refinery29 is estimated to have revenue of more than $100 million.

The ‘A’ word…

What is an acquisition? An acquisition is when Company A (acquirer) takes over Company B (target). In a share acquisition, Company A buys the majority share stake in Company B so that Company A can own Company B. That’s the simple version anyways…

Let me put it this way: You’re shopping at Lidl and you reach their infamous bakery aisle. You’re contemplating only buying a single bread roll because you’re on a diet and are avoiding carbs. However, you’ve been sick of eating cauliflower rice this past week and in change of heart decide that today is a cheat day. You buy a multipack of 6 bread rolls. Ever heard of an M&A lawyer? Their clients buy a lot of multipack bread rolls.

See how I never mentioned eating the bread rolls? That was for a very important reason. This is because in an acquisition, both the acquirer and the target companies continue to exist as separate legal entities. The only difference now is however, that the acquirer becomes the parent company of the target. Once you go through the checkout, the bread rolls continue to be bread rolls – they don’t vanish into thin air! However, as the parent you can decide what to do with the bread rolls. You can turn them into a sandwich…or simply shove them down the back of your cupboard and forget about them until your flatmate sends you a passive aggressive text telling you to throw away your mouldy bread rolls. Either works.*

*Also, just remember that this is a hypothetical example. Buying a multipack of bread rolls from Lidl isn’t actually an acquisition and it does not amount to you magically becoming the next ruler of the Lidl empire. The example simply demonstrates how an acquisition works. You buy the whole multipack, rather than a single loose roll.

Below is also a useful diagram of an acquisition from The Corporate Law Academy for all my visual learners:

Image courtesy of The Corporate Law Academy.

Recent trends:

When we think of companies that partake in acquisitions, we don’t usually think of organisations that post videos of journalists sneaking into North Korea or tripping on hallucinogenic frogs. Nor do we think of social media sites that post articles about 7 watercolour tattoos that you’ll want to get for summer. However, mergers and acquisitions between social media powerhouses have become increasingly popular in recent times. Remember when Facebook ‘bought’ Whatsapp? Or when Microsoft ‘bought’ LinkedIn? Yes, those were acquisitions.

The $400 million dollar question…

Why did Vice acquire Refinery29?

Here are a few reasons why:

  • Shared interests: Both companies have an enormous presence on social media and are incredibly popular with today’s youth. They also aim to push social barriers through their articles. Similar interests = similar goals = acquisition is made 10x easier.
  • Increasing target audience: Although Vice has never advertised itself as one way or the other, it is quite obvious that they do not market predominantly to females. Refinery29’s main audience on the other hand, is women. According to an article on AdAge, Vice and Refinery29 have a combined reach of 350 million people a month. The acquisition of Refinery29 will allow Vice to expand their target audience and delve deeper into other markets.
  • Financial difficulties: things haven’t been easy for Vice recently. Last year, the company cut 250 jobs. According to a Wall Street Journal report, the reason for this was due to growth stalls and traffic slumps. A later Wall Street Journal report suggests that a further 15 cuts had been made not long after. If competitors and an unenthusiastic consumer wasn’t enough, an article on The Economist reports that last November ‘Disney disclosed it had written down its $400m investment by $157m. That puts the value of Vice Media at around $2.5bn to $2.7bn, a steep drop’. Rough…
  • Shift of market: due to the aforementioned financial difficulties, Vice has decided that it’s time for a change and to shift to other markets within the media industry. Viceland, a television channel owned by Vice, has been reported to be moving away from entertainment and lifestyle programming towards news. There have been mergers within the company (such as between Vice News and Viceland) to ease this transition.

Back to the legal side of the table:

Since this is a legal blog, I’d like to add one fact before I burst your commercially aware brains. There is no point for any budding lawyer to learn about deals like this unless they know which firms advised the parties on the transaction. Before I tell you which firm it was, I’d like to tell you how I found out.

Google Alerts.

Google Alerts is that one best friend that always sends you relatable memes…just a bit more professional. I would strongly suggest that you set up some Google Alerts for law firms that you are interested in. That way, you will get regular email updates with any headlines concerning your chosen firms, enabling you to stay on top of the latest news in the commercial world.

Ironically, the firm that first opened my naive eyes to the beauty of Google Alerts is also the firm that assisted Vice on this transaction! I’ll give you a clue. Follow this link

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