Yahoo to acquire BrightRoll for $640M

YahooYahoo! Inc. is to acquire BrightRoll, a programmatic video advertising platform for approximately $640 million in cash. BrightRoll’s net revenues are expected to exceed $100 million this year. Yahoo expects the transaction to enhance its EBITDA. Acquiring BrightRoll will make Yahoo’s video advertising platform the largest in the US.

brightroll“Video, along with mobile, social, and native, is driving a surge in digital advertising. Here at Yahoo, video is one of the largest growth opportunities, and BrightRoll is a terrific, strategic and financially compelling fit for our video advertising business,” said Marissa Mayer, Yahoo CEO. “As with every acquisition, we have been extremely thoughtful about our approach to the video advertising space. This acquisition will accelerate the growth of both companies – we can help BrightRoll scale to even more advertisers globally and they can bring their tremendous platform offering to Yahoo’s advertisers. The combination builds positive momentum for Yahoo’s broader display advertising business in 2015.”

The acquisition is expected to complete in Q1 2015. BrightRoll will retain their team of approximately 400 employees.

USA, Sunnyvale, CA & San Francisco, CA

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BSkyB completes acquisition of Sky Italia and 89.71 % of Sky Deutschland

sky summer_logoBSkyB has completed its acquisition of Sky Italia S.r.l and takeover offer for Sky Deutschland AG.

Previous reporting.

The Company has acquired 89.71% of the share capital of Sky Deutschland, with 87.45% acquired through the offer process and the balance acquired subsequent to the close of the offer acceptance period on 3 November 2014.

The acquisition of Sky Italia was for a total consideration of £2.45 billion, £2.07 billion paid in cash and the balance through the transfer to 21st Century Fox of BSkyB’s 21% stake in National Geographic Channel International.

The acquisition of 87.45% of Sky Deutschland through the offer process was for a total consideration of €5.50 billion (representing €6.75 per share), with a further 2.26% being acquired at an average price of €6.20 per share, amounting to €5.63 billion in aggregate.

The enlarged group will serve 20 million customers across five countries: Italy, Germany, Austria, the UK and Ireland. It will also be one of the largest employers in the sector with 31,000 staff across 30 main sites.

Group Chief Executive, Jeremy Darroch will oversee the enlarged group as well as continuing to lead the UK and Ireland business while Andrew Griffith will be Group Chief Financial Officer. Andrea Zappia will continue to lead the business in Italy as Chief Executive of Sky Italia and Brian Sullivan remains Chief Executive of Sky Deutschland AG.

UK, London & Italy, Milan & Germany, Unterföhring, Bavaria

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Tarsus Group plc acquires South Beach Symposium

TarsusTarsus Group plc, the business-to-business media group, is to acquire 100% of the assets of the South Beach Symposium from SBS Medical Education LLC for $6.4 million. $5.5 million is payable on completion and deferred payments made to be made through to 2018 of US$0.9 million. For the year ended 31 December 2013, the SBS assets recorded unaudited profit before tax of approximately US$0.8 million.

SBS is an educational event for Dermatologists, Plastic Surgeons and other physicians. It takes place annually in Miami and the next edition will be held in February 2015. Founder Mark Nestor, M.D., Ph.D. will continue to lead SBS after its acquisition and is contracted through to the 2017 event.

The Acquisition also includes the purchase of SBS’s planned online education business “Dermatology Education Online” which will take both the existing medical education content of the event as well as new educational and promotional material and make it available to a wider audience online. Consideration for the online education business is payable in 2018 with reference to the profits of that business in 2017. The maximum consideration for the SBS online education business is set at US$20 million.

Earlier this year Tarsus acquired the Cardiometabolic Health Congress, a cardiovascular-focused event which takes place annually in Boston.

Douglas Emslie, Tarsus Group Managing Director, said: “The acquisition of SBS is another key step in the transitioning of the Group’s medical business and the implementation of the “Quickening the Pace” strategy. As we focus on taking preventative medicine into the mainstream medical market, the acquisition of SBS compliments the launch of MMI and the earlier acquisition of CMHC. These initiatives will accelerate our progress and provide a strong platform for growth”.

UK, London & USA, Miami, FL

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Porta Communications acquires PPS Group

porta-logoPorta Communications PLC, the AIM listed marketing and communications group, has acquired PPS Group Limited for £6,161,270.  PPS is an independent consultancy specialising in reputation management, community engagement and political consensus building, advising on projects such as complex property, infrastructure and energy developments.

The business will operate as Newgate PPS and will become Porta’s public affairs arm, managed by Stephen Byfield. The Group’s existing, smaller public affairs division within Newgate Communications will be integrated into Newgate PPS.

PPS employs 45 staff operating from offices in London, Manchester, Bristol, Edinburgh, Aberdeen and Cardiff.  In the year ended 30 April 2014, PPS’s fee income was £4,647,299 with profits before tax of £706,277; the balance sheet showed current assets of £2.67m and net current assets of £1.6m.  PPS has cash at bank on completion of £1.6m.

The total consideration comprises £2,930,635 in cash and £850,000 in loan notes with the balance of £2,380,635 satisfied by the issue of 23,806,350 ordinary £0.10 Porta shares at 10p each.  The loan notes totaling £0.85m nominal value carry a coupon of 6 per cent and are redeemable 12 months from date of issue for cash.  The consideration shares are subject to a lock-in agreement which provides for a 24 months lock-in period with a further 12 months orderly market period. 

Commenting on the acquisition, Porta Chief Executive David Wright, said: “This acquisition is in line with Porta’s strategy of building critical mass across the marketing communications mix.  PPS is a very successful, professionally run company that will bring a new area of expertise to the Group and is complementary to our existing specialist public affairs offering.  PPS’s strength in the regions and Scotland will also enable the Group to capitalise fully on the opportunities created by the devolution of powers to those areas.”

UK, London

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The Mission Marketing Group acquires Raymond Loewy International

MissionThe Mission Marketing Group plc, a marketing communications and advertising group, has acquired Raymond Loewy International Limited (“Speed Communications”) and its concurrent merger with Bray Leino PR (the specialist PR division of Bray Leino) to create a separate standalone PR business with revenues in excess of £5m, to be known as Speed Communications.

Speed Communications is a London-based PR Agency, employing 25 staff. Clients include The Economist, The FT, adidas, GSK and Lucozade Sport.

Bray Leino PR, employing 40 staff, has offices in Bristol and London. Clients include Virgin Media, Remington, Samsung, Wincanton and RAC.

The two PR businesses will merge to create a new PR offering specialising in the Sport, Media, Technology, Consumer & Lifestyle, and Business & Corporate sectors.

Executive Chairman of the mission, David Morgan, said: “The acquisition of Speed Communications and the merger with Bray Leino PR gives us the opportunity to create an exciting new force in PR, offering a wide range of multi-channel and multi-sector capabilities. We are delighted to welcome Kate Bosomworth and her team into the mission family and have no doubt that by joining forces with Bray Leino PR the potential for growth is significant.”

The Acquisition of Speed Communications is not a substantial acquisition as defined by the AIM Rules for Companies. As part of the initial consideration for the Acquisition, the mission will issue 600,000 new ordinary shares of 10 pence each. Further consideration may be payable, subject to Speed Communications’ future performance.

UK, London & Bristol

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Euromoney to acquire a strategic shareholding in Dealogic: Sells Capital DATA and Capital NET

dealogic_logoEuromoney Institutional Investor PLC, the international online information and events group, is acquiring a 15.5% equity stake in a company (“New Dealogic”) incorporated by The Carlyle Group to acquire Dealogic Holdings plc alongside Carlyle and Dealogic’s founders. Dealogic’s long-serving CEO Tom Fleming will continue in his leadership role.

Dealogic is a data platform primarily used by global and regional investment banks worldwide to help optimise performance and improve competitiveness. Dealogic provides data and analytics, market intelligence and capital markets software solutions to investment banks to help them manage their workflows, assist with deal origination and execution, and optimise productivity across their equity capital markets, fixed income, investment banking and research, sales and trading businesses.

Euromoney is acquiring 15.5% of the equity of New Dealogic for $59.2 million. For the year to December 31, 2013, Dealogic achieved adjusted earnings before interest, depreciation and amortisation of $66.7 million on $152.3 million of revenues, and at that date had gross assets of $127.7 million. As part of the transaction, Euromoney will be entitled to a seat on the New Dealogic board and to 20% of the voting rights in respect of New Dealogic’s equity; it will be able to influence the strategic decision making of New Dealogic through a comprehensive set of minority rights. Carlyle will be the controlling shareholder in New Dealogic. The transaction will be structured as a leveraged buyout by New Dealogic.In addition, Euromoney will have the ability to invest pari passu with Carlyle in any acquisitions that New Dealogic may pursue over the coming years.

Euromoney’s investment will be funded through the sale of its interests in two businesses, Capital DATA and Capital NET, which Dealogic and Euromoney have jointly operated since the 1980s. The transaction values Euromoney’s participation in these two businesses at $85 million. In addition to the $59.2 million of ordinary shares in New Dealogic, Euromoney will receive $4.6 million in cash on completion and a further $21.2 million of zero-coupon preference shares issued by New Dealogic and redeemable within 13 months from completion. As part of the agreement, Euromoney will continue to receive and use (on a perpetual royalty-free basis) the league tables and data analytics products underpinning its GlobalCapital business. New Dealogic and Euromoney will explore further strategic and commercial opportunities, including sharing of content management systems and joint product development for specific customer groups.

For the year to September 30, 2013, Euromoney’s subscription revenues and adjusted operating profits included licence fees of £5.4 million from its investment in Capital DATA. For the same period, Euromoney recognised a profit after tax of £0.3m from its 48.4% equity interest in Capital NET. For the year to September 30, 2015, the transaction as a whole is expected to dilute Euromoney’s after tax earnings by approximately 2%. The transaction is subject to regulatory approval and expected to complete by the end of December 2014.

Under the terms of the transaction, Euromoney has agreed to cap the consideration it may receive on a possible future sale of its investment in Dealogic at 24.9% of its market capitalisation at the close of business immediately prior to this announcement.

“The financial technology and data analytics sectors are enjoying healthy growth rates. Dealogic is a market leader in this space. It has robust workflow solutions and a highly respected brand. As testament to these strengths, Dealogic has achieved strong revenue growth during the past three years despite the challenging markets the global investment banks have faced,” said Richard Ensor, chairman of Euromoney. “Our relationship with Dealogic and its founders goes back to the 1980s. We are pleased to cement this important partnership under a new corporate structure. Carlyle is one of the largest and most respected private equity managers worldwide. We believe that by combining our expertise, market access and resources the shareholders of Dealogic will be able to achieve substantial value creation over the coming years.”

UK, London

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Ogilvy & Mather acquires Gloo Digital Design in South Africa

ogilvyWPP’s wholly-owned marketing communications network, Ogilvy & Mather, has acquired Gloo Digital Design, a South African digital design agency, specialising in creative campaign solutions for all sectors across the digital media space.

Founded in 2005, with offices in Cape Town and Johannesburg, Gloo is one of South Africa’s most awarded digital agencies and has been named Digital Agency of the Year, every year for the past seven years, by Financial Mail’s AdFocus Awards. Gloo’s audited revenues for the financial year ended June 2014 were ZAR 70.5 million with gross assets as at the same date of ZAR 27.5 million.

UK, London & South Africa, Cape Town

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