The Beatles and ATV fight for the control of Northern Songs

NORTHERN SONGS LIMITED

“We, Henry Ansbacher & Co. Limited, have been asked to make the following statement On behalf of The Beatles:

“We, The Beatles, would like to draw the attention of Northern Songs’ shareholders to the following reasons why the A.T.V. offer should be rejected and our offer accepted.

1. If our offer succeeds, the Board of Northern Songs will be reorganised. Mr. David Platz, an experienced music publisher, will be appointed to the Board and in addition invitations to become Directors will be issued to one of the Directors of our Merchant Bankers, Henry Ansbacher and Co. Limited, to an experienced Solicitor and to a Chartered Accountant with experience of the entertainment industry.

As A.T.V. is likely to be the largest shareholder other than ourselves, it would also be invited to appoint a representative to the Board.

None of us intends to join the Board, nor would we interfere with the management of the Company. We recognise that our talents lie chiefly in composing and entertaining, rather than in financial management. Mr. Allen Klein, who is working with us on other projects, would not become a Director of Northern Songs.

2. We have already undertaken, if but only if our offer succeeds, to enter into new contracts as composers with Northern Songs each for an additional period of two years on competitive commercial terms. We are also willing, subject to the provisions of the 1969 Finance Bill, to offer other of our entertainment interests to Northern Songs at an independent valuation. Any such interests offered would be proven high revenue earners and would not include any ventures which have proved unprofitable under our own personal management.

3. The position of minority shareholders in Northern Songs would be no different from that of minority shareholders in numerous other quoted companies in which members of the Boards and their families possess control.

4. Having made its offer without consulting us, the owners of some 30 per cent of the issued capital and the principal revenue earners of Northern Songs, A.T.V. originally stated that it intended to keep any shares which it acquired but has since suggested that it might be a “weak holder” of those shares. A.T.V. has apparently questioned the value of Northern Songs shares following a successful bid by us, despite having been willing to make an offer – originally valued at some 39s. 3d. but now worth only some 37s. per share – for control. In fact, were we working happily and independently, A.T.V. would be in a stronger position as a minority shareholder with a representative on the Board than it would be as a controlling shareholder with us unhappily serving out our existing contracts.

5. By accepting our offer, Northern Songs shareholders would obtain a substantially higher price for part or all of their holdings (dependent upon the degree of acceptance by other shareholders) than they could be accepting the A.T.V. offer. It must be emphasised that A.T.V. is offering only 4s. per share in cash plus 17s. in a non-convertible loan stock and half a non-voting share in A.T.V. the value of this package cannot be assessed with complete accuracy and, in any event, Northern Songs shareholders would be surrendering voting Ordinary shares in exchange for only a relatively small proportion of equity shares with no voting rights.”

Having profited by having a stake in The Beatles’ past compositions, if you want to ensure that they happily continue to earn further profits for Northern Songs, you should reject the A.T.V. offer and accept The Beatles’ Offer in respect of your entire shareholdings.

From They May Be Parted on Twitter: “@mccartneyproj That particular ad ran on page 4 of the April 30 Guardian” / Twitter

Beatles bid for control of Northern Songs

The Beatles are to go ahead with their attempts to get control of Northern Songs by bidding for 20 per cent of the equity at 42s 6d per share in cash. The offer made by Henry Ansbacher, on behalf of the Beatles and three private companies under the Beatles’ control, is expected to be posted to shareholders today.

The offer will be for not less than 983,501 shares (which is the absolute minimum the Beatles need to gain control) and not more than 1 million shares. If Beatles get 1 million shares they will be involved in a cash outlay of £2,125,000. Of this amount, Ansbachers are lending the Beatles £1.75 million. The rest will be found by the Beatles individually and the three companies involved, Apple Corps, Maclen (Music) and Subafilms.

A partial bid of this nature requires the prior approval of the Takeover Panel. Mr Ormrod, the director of Ansbacher, who is handling the bid, said yesterday that he had submitted a proof copy of the formal offer to the panel and that the Panel had approved it.

If the bid is successful John Lennon and Paul McCartney have guaranteed to extend their songwriting contracts with Northern Songs “on competitive commercial terms” for a further two years. The existing contracts expire in February 1973. Although guaranteeing only six compositions a year, Lennon and McCartney have actually produced more than a hundred in the past four years.

George Harrison and Ringo Starr have agreed to offer their composing services for two years on the same basis as their fellow Beatles. In their case, the contracts would take effect from the date of the offer going unconditional.

Mr Ormrod commented yesterday that the Beatles’ counterbid to ATV’s offer was not made purely on emotional grounds but on financial grounds as well He added that the Beatles were not happy about continuing their existing contracts if ATV should get control of Northern Songs and that they would certainly renew their existing contracts if the group came under the aegis of ATV.

A statement issued yesterday says that if the Beatles offer becomes unconditional “arrangements will be made to strengthen the board Of Northern Songs by coopting additional directors with proven financial experience and knowledge, as well as a director with proven expertise in the music publishing field. None of the Beatles intends to join the board, as all are fully aware of the necessity to employ financial expertise in the operation of their commercial affairs.”

Last night Mr Ormrod was not able to name any of the candidates for the revamped board. He did say, however, that he did not expect that Mr Allen Klein, who has also been advising the Beatles, would be one of them. In spite of the finance they have put up there are no plans at present for Ansbachers themselves to be represented on the board.

ATV has already announced its intention to go ahead with its offer in spite of the Beatles’ opposition. At present, it holds some 3 per cent of the Northern Songs equity, while the Beatles and their associates between them hold 30 per cent.

From The Guardian – April 25, 1969 – From One Sweet Dream Podcast on Twitter

Beatles Resist ATV Northern Songs Bid

LONDON — The Beatles are resisting ATV’s bid for Northern Songs, publishers of Lennon and McCartney material.

They have consulted a merchant banking firm, Henry Ansbacher, as the first move to thwart the take-over and are expected to make a counteroffer to Northern shareholders soon. The ATV bid was posted to shareholders April 11. It is worth £9,500,000 or 38 shillings per share. Northern share price rose to 39 shillings giving the company a value of £9,750,000. ATV, headed by Sir Lew Grade holds 35 per cent of the shares through a recent deal with Northern chairman Emanuel Silver and managing director Dick James. Sir Lew said that ATV will not relinquish this holding “for anything”, and John Lennon and Paul McCartney are equally adamant in retaining their 30 per cent.

Northern managing director Dick James is the obvious choice to head ATV’s establishment of a publishing arm if the company succeeds in its bid and from ATV’s point of view, the acquisition of Northern Songs with its Beatle moneyspinning standards like “Michelle,” “Yesterday”, “All My Loving” and “Fool on the Hill” plus the richly endowed Lawrence Wright catalog of standards will provide an excellent launching pad in this direction before the Lennon-McCartney contract with Northern expires in 1973.

There is thought to be a strong chance of them transferring their songwriting and publishing operations to Apple Music at that time. The new Beatle single is “Get Back” and “Don’t Let Me Down”, both recorded some time ago. Their last single “Hey Jude” was one of their most successful, topping four million sales. A new LP is expected about June.

From CashBox Magazine – April 26, 1969

Beatles Counter ATV’s Northern Bid

LONDON — The Beatles have countered Associated TeleVision’s bid for Northern Songs with one of their own.

It is worth £2,400,000 and represents an offer of 42 shillings and sixpence per two-shilling share. The ATV bid, comprising shares, loan stock and cash, is worth just under 37 shillings and eightpence.

The Beatle strategy is to acquire a minimum of 983,501 shares to add to their present holding of 1,516,000 with a maximum ceiling of 1 million. Their merchant banker, Henry Ansbacher, is contributing £1 1/4 million to their £2,400,000 bid.

In effect, The Beatles are offering to buy approximately four in every seven shares held in Northern Songs by uncommitted holders, with the remaining three to be retained by the holder.

Sir Lew’s Reaction

ATV chief Sir Lew Grade described the Beatle bid as “deceptive, ” and thought that “‘intelligent shareholders” will accept the ATV offer, which would give equity interest in”a first-class and growing organization with a proven management.”

The Beatles are open in their dislike of ATV’s plan to capture Northern Songs. They have intimated that if the ATV bid is successful. they will not be happy “to continue, let alone renew their existing contracts with Northern Songs” which are valid until 1973.

That is clear notice to ATV, at present controlling 35% of the company, that if it secures Northern Songs, it can expect only the required minimum of 24 songs from The Beatles over the next four years.

John Lennon and Paul McCartney are wooing shareholders by saying that if their counter bid succeeds, Northern Songs will get first refusal on their songwriting services for a further two years In addition, George Harrison, with 24 copyrights to his credit, would sign with the company, and so would Ringo Starr, who has just begun composing efforts.

A further carrot dangled is “the feasibility of offering to Northern Songs certain of their other entertainment interests.” If The Beatles triumph, they will strengthen the Northern Songs board with some financial specialists and “an expert in music publishing”.

This latter intention underlines the total rift now existing between The Beatles and Northern’s managing director Dick James, who has headed the company since its inception in 1962. James has a management agreement that expires like the Lennon and McCartney contracts in 1973.

If successful, the Beatle offer will give them a holding of just over 50% in Northern Songs. It may be questioned by the official takeover panel, which normally disapproves of partial
bids.

Triumph’s Role

5% of the Northern Songs equity is held by Triumph Investment Trust which controls 90% of Nemperor Holdings, the company founded by the late Brian Epstein. The atmosphere between Triumph and The Beatles is less than cordial following Triumph’s recent unsuccessful High Court move to establish that an estimated £1 million in Beatle royalties should be paid by EMI to Nemperor and not to The Beatles’ Apple company. EMI declared in court that it will not pay the royalties to any party until the dispute is resolved.

Triumph chief Tom Whyte described The Beatles’ intention to contest ATV’s offer for Northern Songs as “topsy turvy” and “illogical.” Initial stock market reaction to the counter bid was disappointment at its terms, and Northern’s share value dipped as speculators pulled out.

From CashBox Magazine – May 10, 1969

David Platz of Essex Music has emerged as the new big wheel at the Beatles’ Apple Corps and the general supervising their operation to win the takeover battle with Associated TeleVision for Northern Songs. He has disclosed that he will be active in putting “‘the Apple shop in order,” and if the Beatle bid for Northern is successful, he will be the “expert in
music publishing” who will join the reconstituted Northern board. In return for his services, Platz will receive 10% of the Northern and Apple annual turnover, estimated to be worth an additional €500,000 income for the Essex group. Platz is one of the most astute executives in international publishing and has been on the ground floor of every British pop trend on behalf of Essex over the past ten years. He handles the Rolling Stones’ publishing interests amongst other perennial moneyspinners. Platz has been conferring with the Beatles and other interested parties about the strategy for the Northern struggle and firming up the fortunes of the financially groggy but potentially prosperous Apple empire.

Beatle business manager Allen Klein revealed that he has pledged the 45,000 shares in Metro Goldwyn Mayer owned by his company ABCKO as collateral £1 1/2 million cash loan which Ansbacher, the Beatle merchant bankers, made to underwrite the bid for Northern. Slater Walker lnvestments, financial advisers to institutional shareholders in Northern stock like Hambros, Howard and Wyndham, EBOR and Invan Unit Trust, has urged them not to accept the ATV offer worth 37 shillings and sixpence per share which was due to close May 2nd. Slater Walker made no comment on the Beatle counter offer worth 42 shillings and sixpence per share. The institutions it advises hold about 14% of Northern’s voting capital, and could mount an effective blocking operation in the takeover tussle

From CashBox Magazine – May 17, 1969