Lego buys Merlin in a deal valuing it at US$7.49bn

Global attractions giant, Merlin Entertainments, has been sold to the family behind toy firm Lego in partnership with two other investors in a deal at 12 x EBITDA.

Merlin is currently the world’s second largest family entertainment company – with Disney being the largest – and it has more than 130 attractions around the world.

The acquisition values Merlin's shares at £4.8bn (€5.35bn, USS$6.1bn), plus a further £1.1bn in debt.

The deal will see a newly created entity, Bidco, take control of 70 per cent of Merlin's shares.

Bidco is owned by Kirkbi – a wholly owned subsidiary of KIRKBI A/S, the private holding and investment company of the Kirk Kristiansen family which manages the LEGO brand – private equity giant Blackstone Core Equity Partners and Canadian pension fund CPPIB.

Kirkbi will own 50 per cent of Bidco, while Blackstone and CPPIB will jointly own the other half.

Kirkbi already owns almost a third (29.58 per cent) of the shares in Merlin. It is anticipated that, upon the acquisition becoming effective, Kirkbi will transfer the Shares to Bidco.

In a statement, Merlin said: "The independent directors of Merlin Entertainments are pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made by Bidco for the entire issued and to be issued share capital of Merlin – other than Merlin Shares owned or controlled by Kirkbi.

"The acquisition values the entire issued and to be issued share capital of Merlin at approximately £4.8bn on a fully diluted basis and implies an enterprise value of £5.9bn (US$7.49bn €6.58bn) – a multiple of approximately 12 x Merlin's underlying EBITDA of £494m (US$627m €550m) for the year ended 29 December 2018."

Kirkbi and Blackstone jointly controlled Merlin in the eight years prior to the 2013 public listing, during which time Merlin became the second largest location-based entertainment business globally, behind Disney.

In a short statement, the new owners added: "The consortium recognises that significant, long-term investment is required to ensure the longevity of the existing assets and to drive continued growth for Merlin and its stakeholders."

Merlin, which was floated on the London Stock Exchange in 2013, will have its shares de-listed as part of the deal.

BACKGROUND

The Merlin portfolio has expanded over the decades by acquisition and organic growth. The company acquired the Tussaud's Group attractions in May 2007 via its backer, The Blackstone Group, for £1bn (which was then US$1.9bn), has grown its own brands, based on IPs including Lego Discovery Centres, Shrek, Bear Grylls and Sea Life Centres to create a midway division, and has acquired attractions from other operators.

GLOBAL EXPANSIONIt entered the Australian market in 2011 when it purchased the Sydney Attractions Group, which at that time operated the Sydney Aquarium, Sydney Tower and Sydney Wildlife World. It operates 13 attractions in total in Australia and New Zealand.

PARTNERSHIP WITH LEGO

Merlin's partnership with LEGO goes back to July 2005, when Blackstone acquired the Legoland theme parks portfolio from Kirkbi in a £259m deal which included four sites – in Germany, UK, Denmark and US – and a 176-room Legoland hotel adjacent to the theme park in the Danish town of Billund.

In December 2004, Lego had reported that it was unlikely to break even and would consequently be transferring its LEGOLAND parks either partly or wholly to new owners and a separate company, so it could focus on its core play materials business.

MERGER OF LEGO THEME PARKS AND MERLINBlackstone merged the business with Merlin Entertainments, which it had acquired the previous month. At the time, the combined businesses welcomed 12m visitors a year.

SALE AND LEASEBACK WITH PRESTBURY

On 17 July 2007, the freeholds of Alton Towers, Thorpe Park, Warwick Castle and Madame Tussauds were sold to Nick Leslau and his investment firm Prestbury under a sale and leaseback agreement.

The company said would be using the money for investment purposes and to pay off outstanding debts. Although the attractions assets are owned by Prestbury, they continue to be operated by Merlin on a renewable 35-year lease.

STOCK MARKET FLOATATIONThe company floated on the London Stock Exchange in November 2013, at which time it was valued at £3.5bn. Around 1,700 of Merlin's 10,000 permanent staff were awarded shares on the basis of long service or outstanding contribution

NICK VARNEY

CEO Nick Varney has been at the helm of the business since its inception.

After a stint at Tussauds Group in the 1990s, where he was marketing director of Alton Towers and head of group marketing, he moved to become MD of Vardon Attractions – owner of the Sea Life Centres – and a main board director of Vardon plc.

The move was widely questioned, as Varney had been heir apparent to become CEO of Tussauds, but the decision paid off when Merlin acquired The Tussauds Group.

In 1999, Varney led a management buyout of Vardon Attractions to form Merlin Entertainments and in 2005, initiated the process which led to its acquisition by The Blackstone Group.

In an exclusive interview with Attractions Management, Varney said the secret of the company's success is "Having a great team, an audacious vision, and a lot of luck."

FURTHER INSIGHTSFor further insights into the history of the development and funding of Merlin, read Deloitte's Nigel Bland in Attractions Management from 2014 here.

Lego  Merlin  Nick Varney  Tussauds Group  Blackstone  CPPIB  Kirkbi 
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Global attractions giant, Merlin Entertainments, has been sold to the family behind toy firm Lego in partnership with two other investors in a deal at 12 x EBITDA. Merlin is currently the world’s second largest family entertainment company – with Disney being the largest – and it has more than 130 attractions around the world. The acquisition values Merlin's shares at £4.8bn (€5.35bn, USS$6.1bn), plus a further £1.1bn in debt.
TAW,VAT
The Kirk Kristiansen family, which manages the LEGO brand, will become a majority owner of Merlin
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