Random House, Penguin Merger Plan Gets DOJ's Nod (Law360)

Pearson PLC publishing house Penguin's planned merger with erstwhile competitor Random House, owned by media conglomerate Bertelsmann SE & Co. KgaA, took a big step forward Thursday when the U.S. Department of Justice cleared the bid.

The DOJ's approval of the merger was without conditions, Penguin said in a statement Thursday. The publishing house expects the deal, which was first announced in October, to close in the second half of 2013 after receiving other antitrust approvals from Chinese regulators and other agencies around the world including the Canadian Competition Bureau and the European Commission, according to a statement by Bertelsmann.

"This positive first decision by one of the antitrust authorities is an important milestone on the path to uniting two of the world's leading publishing companies into a truly global publishing group," Bertelsmann CEO Thomas Rabe said in a statement Thursday. "It will enable investments worldwide in new digital publishing models, in new distribution paths, products and services and in the major growth markets. Penguin Random House points the way to the international future of the book."

The merger will unite the two publishing houses' operations in countries including the U.S., Canada and South Africa, and will include Penguin's China operations as well, according to Penguin. Excluded from the merger is Munich-based Verlagsgruppe Random House, which Bertelsmann will retain. The joint venture, billed Penguin Random House, will be owned 53 percent by Bertelsmann and 47 percent by Pearson, according to the companies.

Under the terms of the deal, no cash or shares will change hands, per se, a Bertelsmann spokesman with British communications firm Maitland told Law360 in October. Rather, U.K.-based Pearson and Germany's Bertelsmann will pool their publishing assets to create a new publishing joint venture.

Bertelsmann will have five seats on Penguin Random House's board, and Pearson will have the right to nominate four directors. Penguin Chairman and CEO John Makinson will stay on as chairman of the joint venture, while Random House CEO Markus Dohle will retain his title with the merged entity, according to the joint venture partners.

Bertelsmann, which since 1977 has also gobbled up the likes of Bantam Books and Doubleday, has said the Penguin deal will increase its profile in up-and-coming markets like China, Brazil and India. Pearson will still be able to use the Penguin brand in its world-leading education information business, according to Bertelsmann.

"Pearson and Bertelsmann believe that the combined organization, the world's leading consumer publishing company, will have a stronger platform and greater resources to invest in rich content, new digital publishing models and high-growth emerging markets," Penguin said in a statement Thursday.

Bertelsmann is represented in the regulatory review by Jacqueline Grise, Tanisha James, Mark Schechter and Megan Browdie of Cooley LLP.

Pearson is represented by Benjamin Wills, Charles Engros, Kevin Shmelzer, David Tsin, Frederick Schaudies, Whitney Montgomery, Ron Dreben, Harry Robins, Richard Zarin, Gary Rothstein and Vito Petretti of Morgan Lewis & Bockius LLP.

--Additional reporting by Liz Hoffman. Editing by Jeremy Barker.

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