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MEDIA WORLD ON BRINK OF M&A FRENZY GIANTS ITCHING TO RIDE ECONOMY TO MEGA-DEALS

By Published on .

Don't be surprised if you hear soon that Tele-Communications Inc. kingpin John Malone is making a run at Disney.

Or that Ted Turner has finally figured out how to restructure Turner Broadcasting System and to raise the cash needed to buy CBS, NBC, or ABC.

The way today's media feeding frenzy is going, anything seems possible and the list of scenarios goes on and on. But the important thing is that anything is possible.

And anyone who counts-from Wall Street to Madison Avenue-believes the entire media business is in play and is ready to erupt into a gigantic merger frenzy, the likes of which haven't been seen since the early 1980s.

And it's a lot more than mere perception, said Bob Broadwater, managing director of New York investment banker Veronis, Suhler & Associates: "The world is a very different place today than it was two or three years ago, and the level of merger & acquisition activity has picked up."

Mr. Broadwater, whose company releases a report this week that foresees an economic rebound in the media industry, said there's a confluence of factors that have come together to fuel the activity. They include:

An improved ad economy, coupled with a better overall economic outlook.

Freer investment capital from lending banks.

A healthy stock market.

An expanding overseas media marketplace.

Rapid acceleration of new media technologies, especially digital, interactive media.

The last factor, in particular, is sparking interest in mega-deals, because most managers of multimedia companies are unsure exactly which areas will pay off, and they want to hedge their bets.

"There are a lot of CEOs who are afraid of getting left behind," said Michael Wolf, a partner and head of the media and entertainment division of management consultant Booz Allen & Hamilton.

"There are a number of fundamental things that are driving this mania of media mergers. And the first is really scale," Mr. Wolf said. "The second driver is content and access to programming. That's why we see Liberty and Comcast becoming very interested in buying QVC. And thirdly, it's capabilities. People realize that the combination of different media can in itself create media value."

Also, there are a number of micro factors driving activity within specific media segments.

The TV station market, for example, is exploding due to the affiliation war started by Rupert Murdoch's deal with New World Communications Group. That, in turn, has had a domino effect of similar deals, including CBS' recent joint venture with Group W.

"Murdoch woke everyone up to the value of the affiliate relationship," said Jim Rosenfield, another managing director at Veronis and a broadcast veteran. "It made everyone understand that distribution is important for the networks, and that's creating a whole new scenerio in the marketplace. Suddenly, we are seeing affiliate compensation double, triple and quadruple in some markets, and for the first time in history, we're seeing five- and 10-year deals."

The magazine world likewise is seeing a resurgence of M&A deals.

"We have gone through a period of retrenchment and restructuring that has created a healthier environment for a lot of companies," Mr. Broadwater said. "In the magazine field, you have categories where you had four titles in a special-interest niche and now you only have one or two of them."

Business publications have also benefited. Earlier this year, Netherlands-based VNU bought BPI Communications for an estimated $220 million, or about 14 times the company's 1993 cash flow. Last week, VNU bought Bill Communications for about $125 million. Five years earlier, Boston Ventures beat out 34 bidders to buy Bill for $100 million.

Said John W. Hartman, the former CEO and controlling stockholder who put Bill on the block in 1988: "There isn't the same mania and ego today as there was in '80s, but there are a lot of other similarities. The dollar was relatively weak as it is now. There was a lot of attention on the information explosion."

James Dolan, a former investment banker with Jordan Edmiston Group, agreed.

"Nobody is being silly and overpaying yet, but media companies have been climbing back steadily," said Mr. Dolan, now the head of his own Minneapolis-based publishing company. "... Today they are suddenly looking a lot better once again in comparison with other industry sectors."

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