Wiley (NYSE: WLY) acquires Emerald Publishing in $452M cash transaction
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
John Wiley & Sons has completed the all-cash acquisition of Emerald Publishing for GBP £337 million (about $452 million), funded from cash on hand. Emerald adds nearly 500 journal brands, 8,000 books, and 3,000 business cases, expanding Wiley’s journal portfolio to roughly 2,500 titles and reinforcing its position in economics, business, finance, and the social sciences.
Emerald is projected to generate over $85 million of revenue in its fiscal year ending December 31, 2026, with mid-single-digit growth, 92% recurring subscription revenue, and a 37–38% Adjusted EBITDA margin before synergies. Wiley targets about $30 million of annual run-rate cost synergies by year three, expects the deal to be accretive to Adjusted EPS in year one and free cash flow in year two, and projects post-synergy Emerald Adjusted EBITDA margins above 60% while keeping net debt to Adjusted EBITDA within a 1.5–2.5x leverage range.
Positive
- Accretive, high-margin acquisition: Emerald is expected to generate over $85M of FY26 revenue with 37–38% Adjusted EBITDA margin, ~92% recurring subscription revenue, and to be accretive to Wiley’s Adjusted EPS in year one and free cash flow in year two.
- Meaningful synergies and capital returns: Wiley targets about $30M in annual run-rate cost synergies by year three, projects post-synergy Emerald Adjusted EBITDA margins above 60%, and expects Emerald’s ROIC to exceed its weighted average cost of capital by year two while keeping leverage within a 1.5–2.5x net debt/Adjusted EBITDA range.
Negative
- None.
Insights
Wiley is making a sizable, EPS-accretive bet to scale research publishing and AI-ready content.
The acquisition of Emerald for $452M adds a focused social-sciences portfolio and lifts Wiley’s journals to about 2,500 titles. Emerald’s projected $85M FY26 revenue with a 37–38% Adjusted EBITDA margin and 92% recurring revenue fits Wiley’s research-centric, subscription model.
Management targets about $30M in annual run-rate cost synergies by year three, mainly from platform integration and removing duplicate costs, with one-time integration spending of $18M. They expect accretion to Adjusted EPS in year one, free cash flow accretion in year two, and Emerald ROIC above weighted average cost of capital by year two.
Leverage is projected to remain within a 1.5–2.5x net debt to Adjusted EBITDA range, preserving some balance sheet flexibility. Actual value realization will depend on delivering the integration plan and achieving the synergy and growth targets outlined for the periods through 2026 and beyond.
8-K Event Classification
4 items: 1.01, 2.01, 7.01, 9.01
4 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.01
Completion of Acquisition or Disposition of Assets
Financial
The company completed a significant acquisition or sale of business assets.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Purchase price: GBP £337M / $452M cash
Emerald FY26P revenue: Over $85M
Emerald FY26P EBITDA margin: 37–38% Adjusted EBITDA
+5 more
8 metrics
Purchase price
GBP £337M / $452M cash
All-cash consideration for Emerald Publishing
Emerald FY26P revenue
Over $85M
Projected revenue for fiscal year ending December 31, 2026
Emerald FY26P EBITDA margin
37–38% Adjusted EBITDA
Pre-synergy margin projection
Cost synergies
$30M annual run-rate
Targeted by year three post-closing
Integration costs
$18M total
$9M in year one and $9M in year two
Recurring revenue mix
92% recurring subscription revenue
Emerald’s projected FY26 revenue composition
Customer retention
99.6%
Emerald customer retention rate
Leverage range
1.5–2.5x net debt/Adjusted EBITDA
Wiley’s stated target leverage range around the deal
Key Terms
Equity Purchase Agreement, Adjusted EBITDA, run-rate cost synergies, recurring subscription revenue, +2 more
6 terms
Equity Purchase Agreement financial
"entered into an Equity Purchase Agreement (the "Purchase Agreement") with CIG Emerald Midco LLC"
An equity purchase agreement is a legal contract that sets the terms for buying ownership shares in a company, including the number of shares, price, and any conditions that must be met before the sale closes. For investors it matters because it determines how much ownership and control they gain, how the company’s value and share count change, and what protections or obligations each side has—think of it as the detailed bill of sale and ground rules for a stock purchase.
Adjusted EBITDA financial
"All-cash transaction valued at ~7x Adjusted EBITDA (including targeted cost synergies)"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
run-rate cost synergies financial
"Wiley expects to realize approximately USD 30 million of annual run-rate cost synergies by year three"
Run-rate cost synergies are the ongoing, annualized savings a company expects to achieve after combining operations with another business, once integration actions (like consolidating offices or cutting overlapping staff) are fully in place. For investors, they matter because they show how a deal is expected to improve future profitability and cash flow — like projecting the yearly savings from merging two households so you can judge whether the combination was worth the price paid.
recurring subscription revenue financial
"Emerald is expected to generate over USD 85 million of revenue with ... 92% recurring subscription revenue"
Revenue that a company receives on a regular, ongoing basis from customers who pay repeatedly for access to products or services, such as monthly or annual fees. Like rent from tenants, it creates predictable cash flow and makes future sales easier to forecast; investors value it because steady, repeatable income usually signals lower risk, higher customer loyalty, and clearer visibility into a company’s growth and long-term profitability.
ROIC financial
"Expected to achieve ROIC above our weighted average cost of capital by Year 2"
Return on invested capital (ROIC) measures how well a company turns the money it uses to run and grow the business into profit, expressed as a percentage. Think of it like how much fruit a tree yields for each seed and watering dollar invested: higher ROIC means management is extracting more value from each dollar put into the company. Investors use it to compare how efficiently different companies deploy capital and whether returns justify the risk of holding the stock.
non-GAAP financial measures financial
"Wiley provides non-GAAP financial measures and performance results such as: Adjusted Revenue; Adjusted Earnings Per Share"
Non-GAAP financial measures are numbers companies use to show their financial performance that exclude certain expenses or income. They help investors see how the company might perform without one-time costs or other unusual items, giving a different perspective from official reports. However, since they can be adjusted, they don’t always tell the full story and should be looked at alongside standard financial figures.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
(Date of Report)
(Date of earliest event reported)
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
| (Commission File Number) | (IRS Employer Identification No.) | |||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||
| Registrant’s telephone number, including area code: | ( | |||||||||||||
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 1.01 Entry into a Material Definitive Agreement.
On June 1, 2026, John Wiley & Sons Ltd. (the “Buyer”), a private limited company incorporated in England and Wales and an indirect wholly-owned subsidiary of John Wiley & Sons, Inc. (the "Company"), entered into an Equity Purchase Agreement (the "Purchase Agreement") with CIG Emerald Midco LLC, a Delaware limited liability company (the "Seller"), and CIG Emerald Holding LLC, a Delaware limited liability company ("Emerald Holding"), pursuant to which Buyer acquired from the Seller all of the issued and outstanding equity securities of Emerald Holding (the "Transaction") in exchange for GBP £337.5 million (approximately $452 million) based on the exchange rate on June 1, 2026), subject to customary purchase price adjustments. Emerald Holding, through its subsidiaries, operates Emerald Publishing, a research publisher headquartered in Leeds, England, with a portfolio of over 480 peer-reviewed journals, 8,000 books, and 3,000 business cases across disciplines with particular emphasis on economics, business, finance, engineering, and the social sciences. The purchase price was funded from the Company's cash on hand.
The Purchase Agreement contains customary representations and warranties of Emerald Holding with respect to Emerald Holding and its subsidiaries, and of the Seller and Buyer each with respect to itself, and customary covenants of the parties. The representations and warranties of the parties do not survive the closing of the Transaction. The Seller has agreed to indemnify Buyer for certain tax matters, subject to customary limitations. In connection with the closing, Cambridge Information Group IV LLC, a Delaware limited liability company and an affiliate of the Seller, delivered a restrictive covenant agreement in favor of Buyer.
The Purchase Agreement and the above description of the Purchase Agreement have been included to provide investors and security holders with information regarding the terms of the Purchase Agreement. They are not intended to provide any other factual information about the Company, Buyer, Emerald Holding or their respective subsidiaries. The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of the Purchase Agreement and as of specific dates, were solely for the benefit of the parties to the Purchase Agreement, and may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made by each contracting party to the other for the purposes of allocating contractual risk between them that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of the Company, Buyer, Emerald Holding or any of their respective subsidiaries. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures by the Company. The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On June 2, 2026, the Company issued a press release announcing the completion of the Transaction and made available a supplemental investor presentation relating to the Transaction. Copies of the press release and the supplemental investor presentation are attached as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K and are furnished herewith.
The information furnished pursuant to this Item 7.01, including Exhibits 99.1 and 99.2, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(a)Financial Statements of Business Acquired.
The Company intends to file any financial statements required by Item 9.01(a) of Form 8-K by amendment to this Current Report on Form 8-K no later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.
(b) Pro Forma Financial Information.
The Company intends to file any pro forma financial information required by Item 9.01(b) of Form 8-K by amendment to this Current Report on Form 8-K no later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.
(d) Exhibits
Exhibit No. Description
2.1*† - Equity Purchase Agreement, dated as of June 1, 2026, by and among John Wiley & Sons Ltd., CIG Emerald Holding LLC and CIG Emerald Midco LLC.
99.1 - Press Release of John Wiley & Sons, Inc. dated June 2, 2026.
99.2 - Equity Purchase Agreement, dated as of June 1, 2026, by and among John Wiley & Sons Ltd., CIG Emerald Holding LLC and CIG Emerald Midco LLC.
104 - Cover Page Interactive Data File (embedded within the Inline XBRL document).
* Certain schedules and other similar attachments to this exhibit have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. The Company will provide a copy of such omitted documents to the Securities and Exchange Commission upon request.
† Certain confidential information, identified by bracketed asterisks “[*****]”, has been omitted from this exhibit pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish an unredacted copy of this exhibit supplementally to the Securities and Exchange Commission upon request.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| JOHN WILEY & SONS, INC. | ||||||||||||||
| (Registrant) | ||||||||||||||
| By | /s/ Matthew S. Kissner | |||||||||||||
| Matthew S. Kissner | ||||||||||||||
| President and Chief Executive Officer | ||||||||||||||
| Dated: June 2, 2026 | ||||||||||||||
Wiley Acquires Emerald, Expanding Research Scale and Deepening Proprietary Content Across the AI-Driven Knowledge Economy
Meaningfully expands Wiley’s journal portfolio to ~2,500 titles and establishes category leadership across economics, business, finance, and the social sciences
All-cash transaction valued at ~7x Adjusted EBITDA (including targeted cost synergies); expected to be accretive to Adjusted EPS in year one
Hoboken, NJ, June 2, 2026 – Wiley (NYSE: WLY), a global leader in authoritative content and research intelligence, today announced it has acquired Emerald Publishing Limited (“Emerald”) from Cambridge Information Group (CIG) in an all-cash transaction valued at £337 million, or USD 452 million. The acquisition expands Wiley’s journal portfolio to approximately 2,500 titles and establishes it as a leader in the social sciences — particularly economics, business, and finance.
In addition to strengthening Wiley's scale advantage in Research, the acquisition deepens Wiley’s proprietary content position for use in AI and data analytics, at a moment when demand for trusted peer-reviewed research content is accelerating rapidly as corporations build out AI models and applications.
"Emerald represents an outstanding strategic fit for Wiley – a complementary portfolio, a compatible culture, and decades of specialized content that will meaningfully expand our scale and portfolio depth in both research publishing and research intelligence," said Matthew Kissner, Wiley President and CEO. "This transaction reflects our conviction that research and AI are mutually reinforcing: our proprietary content and data fuels AI, and AI accelerates the pace of publishing. Emerald materially strengthens both — expanding our peer-reviewed content base and adding a high-margin, recurring revenue stream that we expect to drive meaningful shareholder value."
Founded in 1967 and headquartered in the UK, Emerald is a highly regarded scholarly publisher globally with nearly 500 journal brands, 8,000 book titles, and an extensive archive of case studies and backfile content. The addition of its portfolio strengthens Wiley’s position across multiple disciplines, notably economics, business, finance, accounting, management, strategy, education, engineering, information and knowledge management, operations, public policy and environmental management.
“Wiley is the ideal home for Emerald and the global communities we serve,” said Vicky Williams, CEO of Emerald. “For almost 60 years, we have been dedicated to publishing the highest-quality peer-reviewed research that bridges the gap between academic discovery and practical application, as well as developing an internal and external-facing culture that promotes inclusion and belonging. Joining Wiley gives us the best-in-class platform, an extended global footprint, and further reach into academic and corporate markets to drive real-world impact, which aligns with our founding mission. We are excited to join Wiley and build on their exceptional foundation for growth, innovation, and integrity.”
"Emerald has built an exceptional reputation in academic publishing through its commitment to quality, innovation, and global impact. We are incredibly proud of the business the Emerald team has built and the value created over the years," said Andy Snyder, CEO, Cambridge Information Group. "Wiley is the ideal partner for Emerald’s next chapter, with the scale, capabilities, and strategic vision to further expand its reach and influence across the global research community."
Financial Highlights
In its fiscal year ending December 31, 2026, Emerald is expected to generate over USD 85 million of revenue with mid-single-digit revenue growth, 92% recurring subscription revenue, and 85% of revenue generated outside North America. Wiley expects to realize approximately USD 30 million of annual run-rate cost synergies by year three, with meaningful cost synergy realization by year two. The acquisition unlocks a meaningful growth opportunity in the U.S. and creates multiple avenues for cross selling across academic and corporate audiences.
Additional Information
Supplementary Presentation: For more information, please see a detailed presentation at Events and Presentations (or at Investors.Wiley.com) and in the 8-K filing with the SEC.
Advisors
Centerview Partners LLC served as financial advisor and Arnold & Porter Kaye Scholer LLP served as legal advisor to Wiley. Evercore served as financial advisor and Fried, Frank, Harris, Shriver & Jacobson LLP served as legal advisor to Emerald.
About Wiley
Wiley (NYSE: WLY) is a global leader in authoritative content and research intelligence for the advancement of scientific discovery, innovation, and learning. With more than 200 years at the center of the scholarly ecosystem, Wiley combines trusted publishing heritage with AI-powered platforms to transform how knowledge is discovered, accessed, and applied. From individual researchers and students to Fortune 500 R&D teams, Wiley enables the transformation of scientific breakthroughs into real-world impact. From knowledge to impact—Wiley is redefining what's possible in science and learning. Visit us at Wiley.com and Investors.Wiley.com. Follow us on Facebook, X, LinkedIn and Instagram.
About Emerald
Founded by management scholars in 1967, Emerald provides a range of publications and publishing services to help researchers tell their stories in a meaningful and timely way, providing innovative tools and services to build confidence and capability in impactful research. As a proud signatory of DORA, Emerald is committed to establishing new pathways to impact, making research more accessible, and helping communities make decisions that change their world for the better. For almost 60 years Emerald's core purpose has been to champion fresh thinkers and help them make a difference so that little by little those in academia or in practice can unite to bring positive change in the real world. Emerald is proud to be a Times Top 50 Employer for Gender Equality 2025, one of the Top 50 Inspiring Workplaces in the UK and Ireland, and one of the Top 100 Global Inspiring Workplaces in 2025.
About Cambridge Information Group (CIG)
Founded in 1971, CIG is a family-owned investment firm based in New York City. CIG has a long history of building and investing in businesses and real estate through patient capital, continuous reinvestment and close partnership with management teams. The firm’s focus is on long-term value creation and enduring success. For more information, please visit https://www.cig.com.
CATEGORY – CORPORATE NEWS
Andrea Sherman Media 203.536.7564 asherman@wiley.com | Brian Campbell Investor Relations 201.748.6874 brian.campbell@wiley.com | ||||
Acquisition of Emerald Publishing Supplemental Investor Presentation JUNE 2, 2026
SAFE HARBOR STATEMENT This presentation contains certain forward-looking statements concerning the Company's operations, performance, and financial condition. Reliance should not be placed on forward-looking statements, as actual results may differ materially from those in any forward-looking statements. Any such forward- looking statements are based upon a number of assumptions and estimates that are inherently subject to uncertainties and contingencies, many of which are beyond the control of the Company and are subject to change based on many important factors. Such factors include, but are not limited to: (i) the level of investment in new technologies and products; (ii) subscriber renewal rates for the Company's journals; (iii) the financial stability and liquidity of journal subscription agents; (iv) the consolidation of book wholesalers and retail accounts; (v) the market position and financial stability of key online retailers; (vi) the seasonal nature of the Company's educational business and the impact of the used book market; (vii) worldwide economic and political conditions; (viii) the Company's ability to protect its copyrights and other intellectual property worldwide (ix) the ability of the Company to successfully integrate acquired operations and realize expected opportunities; (x) the ability to realize operating savings over time and in fiscal year 2026 in connection with our multiyear Global Restructuring Program and completed dispositions; (xi) cyber risk and the failure to maintain the integrity of our operational or security systems or infrastructure, or those of third parties with which we do business; (xii) as a result of acquisitions, we have and may record a significant amount of goodwill and other identifiable intangible assets and we may never realize the full carrying value of these assets; (xiii) our ability to leverage artificial intelligence technologies in our products and services, including generative artificial intelligence, large language models, machine learning, and other artificial intelligence tools; and (xiv) other factors detailed from time to time in our filings with the SEC. The Company undertakes no obligation to update or revise any such forward-looking statements to reflect subsequent events or circumstances. NON-GAAP FINANCIAL MEASURES Wiley provides non-GAAP financial measures and performance results such as: ▪ Adjusted Revenue ▪ Adjusted Earnings Per Share (“Adjusted EPS”); ▪ Free Cash Flow; ▪ Adjusted Operating Income and margin; ▪ Adjusted Income Before Taxes ▪ Adjusted Income Tax Provision ▪ Adjusted Effective Tax Rate ▪ EBITDA (earnings before interest, taxes, depreciation and amortization), Adjusted EBITDA and margin; and ▪ Results on a constant currency (“CC”) basis. Management believes non-GAAP financial measures, which exclude the impact of restructuring charges and credits and certain other items, and the impact of divestitures and acquisitions provide a useful comparable basis to analyze operating results and earnings. See the reconciliations of non-GAAP financial measures and explanations of the uses of non-GAAP measures in the supplementary information. We have not provided our 2026 outlook, pro forma results or other projections for the most directly comparable U.S. GAAP financial measures, as they are not available without unreasonable effort due to the high variability, complexity, and low visibility with respect to certain items, including restructuring charges and credits, gains and losses on foreign currency, and other gains and losses. These items are uncertain, depend on various factors, and could be material to our consolidated results, pro forma results or other projections computed in accordance with U.S. GAAP. 2PROPRIETARY & CONFIDENTIAL |
fuels REINFORCING GROWTH ENGINES Research Foundational growth engine Leveraging our scale, long-standing moat, and relationships to publish the world's leading academic research Content and Data Rich, curated datasets from world- class research across scientific, technical, and medical disciplines accelerates feeds ▪ Publishing feeds content and data ▪ Data fuels AI and analytics ▪ AI and data analytics powers intelligence ▪ Intelligence accelerates publishing Wiley Research and AI Growth Flywheel AI Intelligence Strengthens publishing and accelerates volume, insights, workflows, and discovery powers AI and Data Analytics Emerging growth engine Leveraging our trusted content, data, and intelligence to transform corporate R&D and innovation
Durable growth across economic cycles and through continuous technological and societal change Research Publishing in the AI Knowledge Economy Top 3 Wiley Market Position Leader Key Categories* ~2,500 Journals 10,000+ Institutions 600+ Society Partners Healthcare and Life Sciences, Chemistry, Materials Science, Engineering, Food and Agriculture Science, and now Economics, Business, and Finance Peer-review publishers set the global standard for scientific excellence, with longstanding journal brands and peer review networks forming an enduring moat Peer-reviewed research is must-have content for institutions and, increasingly, corporations — and essential for researcher career advancement and funding ROI Demand is rising for verified research content underpinning high-value scientific, financial, legal, and policy workflows Research output keeps growing with global R&D spend and is set to accelerate with AI, which depends on recent, always evolving knowledge. IP fuels agentic AI; published research is fully protected under IP copyright law
Research Publishing: Scale and Depth Advantages The structural advantages of Research accrue disproportionately to top publishers with scale, breadth, and the ability to invest in evolving infrastructure • Scale and portfolio breadth drive institutional stickiness. Larger, higher-quality journal portfolios command stronger renewal terms and more resilient recurring revenue. • Scale underwrites competitive capabilities. The technology, editorial, and go-to-market investment needed for AI-driven discovery is only sustainable at scale, creating a barrier for smaller players. • Data assets compound with scale. Research content, citation networks, and author relationships are only meaningful in aggregate and accrue to publishers with portfolio breadth and depth. • AI amplifies scale advantages. Publishers with larger repositories and AI-native workflows are best positioned to capture value in research discovery, dissemination, and intelligence. Wiley is built for this moment. Our scale, portfolio depth, and data assets are precisely the advantages that matter most
Emerald Transaction Rationale Expands Research scale and deepens proprietary content across the AI-driven knowledge economy HIGHLIGHTS STRATEGIC RATIONALE 1 Strengthens scale advantage and deepens proprietary content in Research Publishing, establishing or expanding leadership in social sciences, specifically Economics, Business, Finance, and Engineering 2 Extends our value in AI and data analytics through proprietary content and data fueling AI-driven intelligence and accelerated publishing 3 Delivers high-margin, highly recurring revenue stream with strong cash flow characteristics 4 Compelling value creation including ~$30M of run rate cost synergies and revenue growth opportunities from US whitespace opportunity, cross-selling, and AI licensing Acquired Emerald for £337M, or $452M Valued at single-digit EBITDA multiple on a synergized basis (7x Adjusted EBITDA) Expected to be accretive to Adjusted EPS in Year 1 and Free Cash Flow in Year 2 6 Expected to achieve ROIC above our weighted average cost of capital by Year 2
Emerald at a Glance 485 Journals 8,000 Books 3,000 Cases 500,000 Backfile Assets 28% Submissions Growth 90% Digital % of Revenue • Founded in 1967; based in UK with 350 employees • Leading independent research publisher in social sciences addressing key societal challenges - economics, business, finance, and engineering • Decades of specialized content with strong recurring revenue mix • Broad and loyal customer base in growing and durable markets • Diversified global business, with 85% of revenue generated outside North America; largest markets include Asia (~33%) and Europe (~27%) • Performance-driven culture recognized for integrity and quality $85M* FY26P Revenue 37-38%* FY26P Adj. EBITDA Margin 92% Recurring Revenue 99.6% Customer Retention Robust Proprietary Content 7 *Projected for Emerald’s fiscal year 2026 ending December; before synergies. Wiley anticipates ~$30M of run rate synergies, resulting in a valuation of approximately 7x synergistic Adjusted EBITDA
Wiley Value Drivers Emerald Accelerators Accelerate Research Core Growth ✓ Strategically expands Wiley’s portfolio to ~2,500 journals with leading positions across all key publishing areas ✓ Complementary journal portfolio growing revenue at mid-single digits worldwide ✓ Further strengthens our scale and moat for continued market share gains and compounding revenue growth Scale AI and Data Analytics ✓ Expands Wiley’s content and data advantage in social sciences, notably business, finance, and economics, on top of our strong position in life sciences, physical sciences, and engineering Drive Multi-Year Margin Expansion ✓ Substantially accretive to Wiley’s overall margin and Research Publishing margin ✓ Significant cost synergies expected ✓ Adds highly recurring revenue stream with strong customer loyalty Drive a Disciplined Portfolio and Capital Allocation ✓ Strengthens high value in-demand portfolio and financial profile; expected to achieve ROIC above weighted average cost of capital by Year 2 ✓ FCF accretive in Year 2 of integration Emerald Accelerates All of Wiley’s Value Drivers 8
AI and Data Analytics: Extending Our Value and Reach Emerald’s portfolio strengthens Wiley’s AI leadership and opens new opportunities for Wiley AI ML NLP extract enrich link Emerald sources Omni-source data science Journals Books Datasets Proceedings Articles Figures Decision-ready insights Banking: advanced risk management and governance Financial Services: economic scenario modeling and stress-testing Industrial Manufacturing: engineering reliability and simulation analysis in Food and Agriculture: enhanced food safety and supply-chain intelligence Multiple Industry Verticals: expand the Wiley research intelligence platform by incorporating content and data in Finance, Food and Ag, and Engineering synthesize
Balance Street Strength Pro Forma Leverage Ratio 1.8X 2.1X 2.5X 1.5X Q4 2025 Pro Forma Leverage Ratio at June 1 Close Q4 2026 Projected* 1.4X Net Debt to Adjusted EBITDA *Wiley reports in mid-June for the period ending April 30 LT Target Range Comfortable leverage preserves capacity to invest and return cash to shareholders
Transaction Summary & Synergy Bridge Transaction Summary Synergy Highlights Purchase Price £337M, or $452M Valuation Multiple ~7x Adj. EBITDA including expected cost synergies Structure All cash, no equity or earnouts Financing Revolving credit facility; $300M accordion feature exercised for total borrowing capacity of $1.6B Advisors Centerview Partners (Wiley), Evercore (Emerald) • Anticipated run rate cost synergies: ~$30M through the integration of Emerald journals into Wiley’s online platform and publishing operations, as well as the elimination of duplicative costs • Phasing: Meaningful savings impact in Year 2 and Year 3; full realization by Year 3 • One-time integration costs to achieve synergies: $18M in total, with $9M in Year 1 and $9M in Year 2 • Adjusted EBITDA margin of Emerald post- synergies is >60% • Revenue synergies: Overlapping customers with expansion potential; whitespace opportunity in US, cross-selling, and AI licensing opportunities
Emerald Key Takeaways 12 1 Strengthens our scale and portfolio depth in Research 2 Expands and deepens our proprietary content position for AI and data analytics 4 Expected to deliver strong financial benefits with high margin, highly recurring revenue stream3 Compelling value creation with post-synergy EBITDA margins above 60%, strong cash flow characteristics, and incremental revenue opportunities from US expansion, cross selling, and licensing 5 Leverage remains comfortably in the 1.5–2.5x target range, maintaining strong capacity and flexibility for continued investment and returning cash to shareholders
Q4 earnings call scheduled for June 16, 2026 For more information: investors.wiley.com
FAQ
What company did John Wiley & Sons (WLY) acquire in this 8-K?
John Wiley & Sons acquired Emerald Publishing Limited, whose parent is CIG Emerald Holding LLC, in an all-cash transaction. Emerald is a global scholarly publisher with nearly 500 journal brands, 8,000 book titles, and 3,000 business cases across multiple academic and professional disciplines.
How much did Wiley (WLY) pay to acquire Emerald Publishing?
Wiley paid GBP £337 million, or approximately $452 million, in cash for Emerald. The price equates to about 7x Emerald’s Adjusted EBITDA including targeted cost synergies, and the company funded the transaction entirely from its existing cash on hand without issuing equity.
What are Emerald Publishing’s key financial metrics highlighted by Wiley (WLY)?
Emerald is projected to generate over $85 million of revenue in its fiscal year ending December 31, 2026. Management highlights mid-single-digit revenue growth, 92% recurring subscription revenue, a 37–38% Adjusted EBITDA margin before synergies, and 99.6% customer retention across its global base.
What synergies and accretion does Wiley (WLY) expect from the Emerald deal?
Wiley expects about $30 million of annual run-rate cost synergies by year three, with meaningful savings by year two. The acquisition is projected to be accretive to Adjusted EPS in year one and to free cash flow in year two, with Emerald’s post-synergy Adjusted EBITDA margin exceeding 60%.
How does the Emerald acquisition affect Wiley’s leverage and returns?
Wiley projects net debt to Adjusted EBITDA of about 2.1x at the June 1 closing, within its 1.5–2.5x target range. Management expects Emerald’s return on invested capital to exceed Wiley’s weighted average cost of capital by year two, supporting the company’s disciplined capital allocation framework.
How does acquiring Emerald change Wiley (WLY)’s research publishing portfolio?
The acquisition expands Wiley’s journal portfolio to roughly 2,500 titles and strengthens its position in social sciences. It deepens coverage in economics, business, finance, accounting, management, education, engineering, and related fields, enhancing Wiley’s proprietary content base for AI and data analytics applications.