DMGT sells Wowcher

wowcherDMGT has sold Wowcher, dmg media’s daily deals business, to a newly formed company which will be controlled by Exponent Private Equity but in which DMGT has a 30 per cent stake.

DMGT’s net proceeds from the disposal of Wowcher and the investment in the new company are £29 million.

The company is also acquiring the UK and Ireland operations of LivingSocial, a complementary business that is approximately half the size of Wowcher, and expects to realise synergies from the combined operations and databases.

In the year to 30 September 2015, Wowcher generated £30 million of revenues and achieved its first full year of operating profits.

UK, London

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Inspired Energy acquires STC Energy and Carbon Holdings

inspired-logo1Energy procurement company Inspired Energy PLC has acquired STC Energy and Carbon Holdings Limited, an energy bureau, billing and management service provider to large multi-site organisations for an initial consideration of approximately £9 million in cash and shares.

stc-logoThe consideration comprises an initial payment of £5 million in cash and the issue of 32,786,885 new ordinary shares in the capital of Inspired Energy.  The Shares are being issued to the founders of STC, Simon Clayton and Steven Rae, who will remain with the enlarged group and will be subject to a 12 month lock-in and orderly market provisions for a further 12 months from the date of admission.  Simon Clayton will hold 26,229,508 ordinary shares, which will represent 5.56 per cent. of the enlarged group’s issued share capital on admission of the new Shares.

A further contingent consideration of up to £3 million may be payable, in cash and shares in a ratio of 50:50, if certain targets are hit for the period ending 30 September 2017.

In the audited financial year ended 31 March 2015, STC’s principal and only trading subsidiary, STC Energy Management Limited delivered revenues of £3.8 million, EBITDA of £1.7 million, pre-tax profits of £1.4 million and generated operating cash of £1.6 million.

Kent based STC provides a complete range of energy services to help organisations manage their utilities more effectively. In particular, STC has developed a range of energy bureau products and services  aimed at larger UK corporates or organisations with extensive property portfolios or complex billing environments. In addition, STC’s other services include: utility procurement; carbon compliance services; site works and metering; and general energy management consultancy.

STC’s clients range from large multi-site retailers to county councils and housing associations, with property portfolios ranging between 25 and 4,000 individual sites.

STC’s revenue model is predominantly led by fees charged directly to clients in respect of bureau and billing services.  The company has a retention rate on clients of in excess of 90 per cent.  STC also has a commission based revenue stream for energy procurement services, paid directly by suppliers.

Janet Thornton, CEO of Inspired Energy said, “We are delighted to conclude the acquisition of STC, which increases the breadth of our target customer base, enhances our sector specialism including the Public Sector and larger multi-site clients and expands our service offering for our corporate customers and provides geographical diversification.”

In order to fund the cash component of the initial consideration and to provide additional financial flexibility for the Group, Inspired has entered into a new facility agreement with Santander UK plc for a £10 million term loan. The Facility replaces the Group’s previous £5 million term loan facility and £0.6 million of drawn RCF facilities, thus increasing the Group’s indebtedness by £5 million when drawn down.

In addition, the Group has also entered into a revolving credit facility, also with Santander, for the sum of £1.5 million, of which £0.6 million is drawn, to be used for the purposes of satisfying future working capital requirements  and an acquisition facility of up to £3.5m to fund future Group acquisitions.

UK, Kirkham, Lancashire & Bromley, Kent

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9 new WPP acquisitions: Aug 27, 2015 to November 16, 2015

wppAugust 27, 2015 – Webling Interactive: WPP’s wholly owned subsidiary J. Walter Thompson Australia has acquired a majority stake in Webling Interactive, an independent digital agency based in Sydney.

Webling offers an end-to-end service covering strategy, ideation, design and development across web, mobile, social, digital OOH and experiential channels. The agency has delivered milestone projects winning major awards including IABs, AIMIA and the Festival of Media.

Founded in 2004 by Deniz Nalbantoglu and Darren Clark, the agency’s clients include Acer, Amex, Coca-Cola, Coles, CommSec, Fuji Xerox, Google, Mirvac, QIC Shopping Centres, and Australian gardening supplies company, Yates.

For the year ending 30 June 2015, Webling’s revenues were A$4.4 million, with gross assets of A$1.3 million, as at the same date.

August 28, 2015 – Rapid Media Services Pty Ltd: WPP’s MediaCom, part of its global media investment management arm GroupM, has acquired a minority stake in Rapid Media Services Pty Ltd, a media communications agency in Australia with offices in Melbourne, Brisbane and the Gold Coast.

Founded in 2001 as part of full service advertising and communications agency, Rapid Media, Rapid Media Services specialises in media planning, strategy and buying across all traditional, digital and emerging channels.

Rapid Media Services has been affiliated with MediaCom in Australia since 2001. The company will continue to operate as an independent and stand-alone business led by Managing Director Vaughan O’Connor.

September 1, 2015 – nudeJEH: WPP’s wholly owned operating company Grey Group, the global communications network, has agreed to acquire nudeJEH, an advertising and digital agency in Thailand. Following the acquisition, nudeJEH will join Grey Group Thailand and be known as GREYnJ United.

Founded in 2011 through the merger of Nude Communication and JEH United, nudeJEH provides creative, branding, strategy consultation, web design and production services. The company also owns digital agency Nine Dotz.

Combined revenues for nudeJEH and Nine Dotz for the year ending 31 December 2014 were THB 239 million with gross assets of THB 123 million, as at the same date. nudeJEH employs more than 60 people.

Key clients include Ananda Development, Bangkok Airways, Bangkok Dusit Medical Services, Bio Consumer, Tesco Lotus and Puriku.

September 10, 2015 – Ideal Group: WPP has acquired a majority stake in Ideal Group, a digital branded content creator and public relations and public affairs firm comprising Agência Ideal Comunicação Ltda. and Concept Agência de Comunicação Ltda. in Brazil.

Ideal Group collectively employs 200 people and is based in São Paulo with an office in Rio de Janeiro. It was founded in 2007.

Ideal’s clients include Facebook, GE, Nike, Monsanto, Diageo, Dell, Goodyear, Spotify, AstraZeneca, 3M, Rio2016 and Whirlpool. Ideal will merge with H+K Strategies, WPP’s wholly-owned international communications consultancy, in Brazil. The new company will be known as Ideal H+K Strategies.

ConceptPR’s clients include top Brazilian and global brands such as Mondelez, Oakley, Itaú, JBS, Ultragaz and Metrô São Paulo. Following the investment, ConceptPR will merge with Ogilvy Public Relations, WPP’s wholly-owned operating company, in Brazil. The merged entity will operate as Ogilvy PR in the market.

September 14, 2015 – Jüssi Intention Marketing Ltda.: WPP’s wholly-owned operating company Ogilvy, the global marketing communications agency, has acquired a majority stake of Jüssi Intention Marketing Ltda., an online performance, programmatic and conversion marketing agency in Brazil.

Jüssi’s clients include Allianz Global Assistance & Corporate, Amazon, Decathlon, FNAC, Google, LinkedIn and Terra. Founded in 2010, the company employs 120 people and is based in São Paulo. Jüssi will be part of the Ogilvy Group in Brazil (Ogilvy & Mather, David Agency, Nine, Etco and Foster) and will continue to operate under the Jüssi name.

September 29, 2015: WPP’s wholly owned operating company Cohn & Wolfe, a brand communications agency, has agreed to acquire a majority stake in Six Degrees PR, a full-service public relations agency, and its content and integrated marketing subsidiary Alphabet Consulting.

Founded in 2009 and with offices in Delhi, Mumbai and Bangalore, Six Degrees has extensive public relations, public affairs, crisis management and digital media experience. The agency also delivers content and integrated marketing campaigns through Alphabet Consulting. Clients include regional and multinational companies such as Amadeus, Cushman & Wakefield, Dalmia Bharat Group, Hughes, Ingersoll Rand and Nokia.

November 4, 2015 – Essence Digital Limited: WPP has agreed to acquire a majority stake in Essence Digital Limited, the global digital agency and the world’s largest independent buyer of digital media.

Essence blends data science, objective media and captivating experiences to build valuable connections between brands and consumers. Clients include Financial Times, Google, HP, Viber and Tesco Mobile. Essence will continue to operate as an independent brand within WPP and GroupM, WPP’s global media investment management division.

Founded in 2005 in London, with offices in New York, San Francisco, Seattle, Singapore and Tokyo, Essence employs 500 people and deploys campaigns in more than 70 markets, managing media spend of over US$700 million.

November 11, 2015 – Yonder Media: WPP’s GroupM, the media investment management group, has acquired a majority stake in mobile marketing agency Yonder Media in South Africa.

Established in 2005, Yonder Media is a mobile-first digital and social media agency. Yonder Media’s proprietary technology framework supports a broad range of services covering mobile and social media strategy, media planning, buying and management and application development. Based in Johannesburg, the agency employs around 30 people.

Yonder Media’s unaudited consolidated revenues for the year ended 28 February 2015 were approximately ZAR 20 million, with gross assets at the same date of approximately ZAR 18 million.

November 16, 2015 – Helder Marketing & Communicatie B.V.: Maxus, WPP’s media investment management agency that is part of GroupM, WPP’s global media investment management division, has agreed to acquire Helder Marketing & Communicatie B.V., a media buying agency based in Amsterdam, the Netherlands.

Founded in 2006, Helder is a value-added media agency with a focus on direct response and ROI evaluation services. Helder specialises in DRTV but also offers marketing consultancy, creative services and print management services to its clients in the Benelux. Helder’s revenues for the year ended 31 December 2014 were approximately €1.13 million with gross assets of approximately €1.14 million as at the same date.

From 1 January 2016 Maxus will legally merge with Helder to create Maxus + Helder. Current clients will continue to work with their familiar teams but will benefit from a broader base and a substantial expansion of in-house knowledge and services.


UK, London & Australia, Sydney & Australia, Melbourne & Thailand & Brazil, São Paulo & India, Delhi, Mumbai and Bangalore & South Africa, Johannesburg & The Netherlands, Amsterdam

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World Fuel Services acquires Bergen Energi

WFSWorld Fuel Services Europe, Ltd., a wholly owned subsidiary of World Fuel Services Corporation (WFS), has acquired Bergen Energi, a European energy management services company based in Norway. The terms of the deal were not disclosed.

WFS has a well-established energy services business in North America. The acquisition of Bergen Energi will facilitate an expansion of these services to customers across Europe.

BergenBased in Bergen, Norway, Bergen Energi offers energy procurement, energy risk management, energy data management and energy consultancy services. The company was founded in 1991 when Norway became the first country in Europe to liberalise its electricity market.

WFS is headquartered in Miami, Florida. The company is a global fuel logistics and transaction processing company, principally engaged in the distribution of energy products and services in aviation, marine and land at more than 8,000 locations worldwide.

Bergen Energi will continue to operate under the same name. The main shareholder and former CEO Bill Schjelderup has been replaced by WFS’s Terry Cogan as new CEO.

USA, Miami, FL & Norway, Bergen

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RPS Group acquires Iris Environmental in California for up to £8.8M and Everything Infrastructure Group in Sydney for up to £15.2M

1. Iris Environmental

RPS Group plc has completed the acquisition of Iris Environmental, a Californian based consultancy providing environmental services in the US market, for a maximum consideration of US$13.5 million (£8.8 million).

Founded in 1999, Iris has its headquarters in Oakland (San Francisco), with a further office in Irvine (Los Angeles). The company employs about 35 staff.  It undertakes projects associated with managing environmental risk primarily for private sector clients in California, particularly technology companies in Silicon Valley. 

In the year to 31 December 2014, Iris had revenues of US$10.1 million (£6.6 million) and profit before tax of US$2.3 million (£1.5 million), after adjustment for non-recurring items. Net assets at 31 December 2014 were US$2.5 million (£1.6 million).

RPS has acquired the entire share capital of Iris for a maximum total consideration of US$13.5 million (£8.8 million), all payable in cash. Consideration paid to the vendors at completion was US$8.1 million (£5.3 million). Subject to certain operational conditions being met, two further sums of US$2.7 million (£1.8 million) each will be paid to the vendors on the first and second anniversaries of the transaction.

2. Everything Infrastructure Group

RPS Group plc has also completed the acquisition of Everything Infrastructure Group Pty Ltd (“EIG”), for a maximum consideration of A$32.4 million (£15.2 million).  Founded in 2006, EIG is headquartered in Sydney, with offices in Melbourne and Brisbane.  Its 60 staff provide strategic advice in respect of infrastructure development, delivery and management.  They have extensive experience in all the major sectors of investment, including roads, heavy and light rail, power and water.  EIG enhances the project management capability the Group has developed in Australia in recent years, most recently with the acquisition of Point in 2014.

In the year ended 30 June 2015 EIG had revenue of A$29.8 million (£14.0 million) and profit before tax of A$5.8 million (£2.7 million), after adjustment for non-recurring items.  Net assets at 30 June 2015 were A$1.2 million (£0.6 million).

RPS has acquired the entire share capital of EIG for a maximum total consideration of A$32.4 million (£15.2 million), all payable in cash.  Consideration paid to the vendors at completion was A$19.4 million (£9.1 million).  Subject to certain operational conditions being met two further sums of A$6.5 million (£3.0 million) each will be paid to the vendors on the first and second anniversaries of the transaction.

Alan Hearne, Chief Executive of RPS, commented:

“The acquisition of Iris and EIG further develops Group activities in markets with good prospects both in the immediate future and longer term.  Iris extends our capability in the US environmental risk/due diligence market which was established with the acquisition of GaiaTech, in 2014.  EIG further develops our penetration of the infrastructure market in Australia and supports our diversification away from the resources sector in that country.

“As we are close to the year end we do not expect a material contribution from either business in 2015.  However, they should make a good contribution in 2016, diluting further the continuing effect of the downturn in the oil and gas sector on our Energy business.” 

UK, Abingdon, Oxfordshire & USA, San Francisco, CA & Australia, Sydney

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McGraw-Hill Financial completes the $2.225Bn acquisition of SNL Financial

McGrawHillFinancialMcGraw-Hill Financial has completed the acquisition of SNL Financial. The deal was first announced in July.

McGraw Hill Financial is paying approximately $2.225 billion in cash for SNL Financial.  The economic impact to McGraw Hill Financial will be partially offset by tax benefits with an estimated present value of approximately $550 million resulting from the transaction. SNL is privately held by an affiliate of private equity business New Mountain Capital LLC and current and former members of SNL management.

SNL“We are enthusiastic about SNL because it is a fast-growing, highly complementary subscription-based business that will enable us to accelerate our strategy to be the leading provider of transparent and independent benchmarks, analytics, data and research across the global capital, commodity and corporate markets,” said Douglas L. Peterson, President and CEO of McGraw Hill Financial.

Excluding amortization, the transaction is expected to be accretive to adjusted diluted EPS in 2016, and, on a GAAP basis, in 2018.  The Company has also identified approximately $70 million in synergies which are expected to be fully realized by 2019 largely from operational efficiencies and McGraw Hill Financial’s ability to accelerate SNL’s international growth through its global footprint.

Headquartered in Charlottesville, VA, SNL has approximately 3,000 employees based in 10 countries. SNL, founded in 1987, has more than 5,000 customers with relationships across banks, insurance companies, corporations, asset managers, power companies and other users. Mike Chinn, President and CEO of SNL Financial will remain with the business and report to Douglas L. Peterson, President and CEO of McGraw Hill Financial.

USA, New York, NY & Charlottesville, VA

Trinity Mirror plc acquisition of Local World Holdings Limited (and on-sale)

Local WorldTrinity Mirror plc is acquiring all of the shares in UK regional news publisher Local World Holdings Limited not already owned by the Company. Trinity Mirror currently holds 20% of the shares. 38.7% of the shares are being sold by DMGT. The transaction values Local World on a debt-free cash-free basis at £220 million.

The purchase price for the 80.02 per cent. shareholding not already owned by Trinity Mirror is £154.4 million. Trinity Mirror will also assume debt, working capital and debt-like items of circa £27 million and will incur some £6 million of transaction costs at completion which together with the equity consideration represents total consideration of £187.4 million.

Commenting on the Acquisition, Simon Fox, Chief Executive, Trinity Mirror plc, said: “This is a good day for local media. Local World is a business we know and respect and by combining it with Trinity Mirror we will create an organisation of scale, with the talent and financial capacity to invest and adapt to the rapidly changing media landscape. It is a vote of confidence in local press and its future.”

Local World is one of the largest regional news publishers in the UK and was established at the end of 2012 through the acquisition of the regional publishing assets of Northcliffe Media Limited and Iliffe News & Media Limited. Local World’s print portfolio comprises 83 print publications: 16 daily print titles, 2 Metro franchises, 36 paid weekly titles and 29 free weekly titles. Local World generated revenue and Adjusted Operating Profit of £221 million and £39 million in 2014.

On completion, with the exception of Simon Fox and Vijay Vaghela, all Executive and Non Executive directors will resign as directors of Local World. David Montgomery, Group CEO, Local World and Lisa Gordon, Corporate Development Director, will also leave the business shortly after completion. Rachel Addison, the Chief Operating Officer of Local World, will be promoted to the role of Managing Director, Local World, reporting to Simon Fox.

Proposed On-Sale

Trinity Mirror has signed Heads of Terms with Edward Richard Iliffe to sell the businesses and assets of certain Local World newspaper titles located around Cambridge and Hertfordshire for a cash consideration of £15.8 million. These titles contributed £3.1 million to the Adjusted EBITDA of Local World in 2014. In the event that the Proposed On-Sale is not completed, Trinity Mirror has agreed, in certain circumstances, to pay, or procure the payment of, a break fee of £2 million to Iliffe Print Cambridge Limited (an Iliffe family company). The break fee will not be payable if the Acquisition is not completed.

UK, London

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Trinity Mirror



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