MUMBAI: Britian‘s Pearson and Germany‘s Bertelsmann, two world‘s leading publishers, have collaborated to create the world‘s leading consumer publishing organisation by combining Penguin and Random House. The collaboration comes at a time when the publishing industry is facing stiff competition from e-book publishers like Amazon and Apple.

Under the terms of the agreement, Penguin and Random House will combine their businesses in a newly-created joint venture named Penguin Random House. Bertelsmann will own 53 per cent of the joint venture and Pearson will own 47 per cent. The joint venture will exclude Bertelsmann‘s trade publishing business in Germany and Pearson will retain rights to use the Penguin brand in education markets worldwide.

The agreement comes in the wake of Rupert Murdoch‘s News Corp showing interest in acquiring Pearson which together with Harper Collins publishing unit would have helped the media conglomerate in expanding its publishing business.

Bertelsmann will nominate five directors to the Board of Penguin Random House and Pearson will nominate four. John Makinson, currently chairman and chief executive of Penguin, will be chairman of Penguin Random House and Markus Dohle, currently chief executive of Random House, will be its chief executive.

In reviewing the long-term trends and considerable change affecting the consumer publishing industry, Pearson and Bertelsmann both concluded that the publishing and commercial success of Penguin and Random House can best be sustained and enhanced through a partnership with another major international publishing house.

They believe that the combined organisation will have a stronger platform and greater resources to invest in rich content, new digital publishing models and high-growth emerging markets. The organisation will generate synergies from shared resources such as warehousing, distribution, printing and central functions.

Pearson and Bertelsmann intend that the combined organisation‘s level of organic investment in authors and new product models will exceed the total investment of Penguin and Random House as independent publishing houses.

The two companies believe that the combination will create a highly successful new organisation, both creatively and commercially, with the breadth and investment capacity to deliver significant benefits. Readers will have access to a wider and more diverse range of frontlist and backlist content in multiple print and digital formats. Authors will gain a greater depth and breadth of service, from traditional frontlist publishing to innovative self-publishing, on a global basis.

Employees of the new organisation will be part of the world‘s first truly global consumer publishing company, committed to sustained editorial excellence and long-term investment in a rich diversity of content. And shareholders will benefit from participating in the consolidation of the consumer publishing industry without having to deploy additional capital.

The combination is subject to customary regulatory and other approvals, including merger control clearances, and is expected to complete in the second half of 2013.

In 2011, Random House reported revenues of ?1.7 billion (?1.48 bn) and operating profit of ?185 million (?161m). Penguin reported revenues of ?1.0 billion and operating profit of ?111 million with total assets of ?1.0 billion. After completion, Pearson will report its 47 per cent share of profit after tax from the joint venture as an associate in its consolidated income statement.

Under the terms of the agreement, neither Pearson nor Bertelsmann may sell any part of their shareholding in Penguin Random House for three years. To protect Pearson‘s interests as a minority shareholder, if Bertelsmann declines a Pearson offer to sell its entire shareholding, Pearson may require a recapitalisation by which Penguin Random House raises debt of up to 3.5x EBITDA, with a dividend distributed to shareholders in line with their ownership. In addition, from five years after completion, either partner may require an IPO of Penguin Random House.

Pengion Chairman and CEO John Makinson said, "All of us who work in book publishing experience every day the breathtaking pace of change in our industry. The partnership that we are announcing today will position Penguin Random House at the forefront of that change. Our access to investment resources will allow us to take risks with new authors, to defend our creative and editorial independence, to publish the broadest range of books on the planet, and to do it all with the attention to quality that has always characterised both our great companies."

Random House Chairman & CEO Markus Dohle added, "Our new company will bring together the publishing expertise, experience, and skill sets of two of the world‘s most successful, enduring trade book publishers. In doing so, we will create a publishing home that gives employees, authors, agents, and booksellers access to unprecedented resources. I deeply believe that the support and services that we will be able to offer, coupled with the creative and editorial independence that we will continue to maintain, will benefit everyone in the book publishing environment, especially our passionate readers from today‘s generation to the next."