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FDN Database Reference: F231109-355
Acquirer: Tarsus Group plc
ACQ Web: http://www.tarsus-group.com
Location: UK, London
Description: Tarsus Group is an international media company with a portfolio of exhibitions, conferences, publications and online media that span across the Americas, Europe, Asia and the Middle East.
Category: B2B Media
Contact 1: Douglas Emslie, Group Managing Director
Contact 2: Ashley Milton, Group Finance Director
Vendor: Dr Robert Goldman is the Chairman of the American Academy of Anti-Ageing Medicine (“”A4M””) and (with Dr Ronald Klatz) the Founding President of the National Academy of Sports Medicine, USA. Dr Ronald Klatz is the President of A4M.
Region: North America
Description: MCI, founded by the Vendors in 2003, is an organiser of medical sector events in the fast growing anti-ageing and preventative medicine market. MCI organises three key sector events in the USA annually: in Orlando (April), Chicago (October) and Las Vegas (December).
Terms: The consideration of US$10.75 million (£6.6 million) will be satisfied by the issue to the Vendors, on or before 31 August 2010, of 5,820,878 Tarsus ordinary shares of 5 pence each (the “”Consideration Shares””), representing an issue price of 114 pence per Consideration Share, equating to 7.8% of the overall enlarged Tarsus Group issued share capital.
The Vendors have agreed a lock-in such that they will not sell any of the Consideration Shares unless and until either Neville Buch or Douglas Emslie sell any of their own ordinary shares in Tarsus, in which case the Vendors will be entitled to sell the same percentage of their Consideration Shares as the sale (by Mr Buch or Mr Emslie as the case may be) represents to their combined shareholdings in Tarsus. The Vendors are also permitted to dispose of their Consideration Shares in certain other limited circumstances, including if there is a change of control involving a change in the existing management of Tarsus.
Details: Tarsus Group, the international business-to-business media group, has entered into a conditional agreement with Dr Robert Goldman and Dr Ronald Klatz to acquire from them the remaining 20% interest in MCI not already owned by Tarsus Group for a consideration of US$ 10.75 million (£6.6 million). MCI, founded by the Vendors in 2003, is an organiser of medical sector events in the fast growing anti-ageing and preventative medicine market. MCI organises three key sector events in the USA annually: in Orlando (April), Chicago (October) and Las Vegas (December).
Following the MCI Acquisition, the Vendors will both remain with the business and their current consulting agreements with MCI will be revised and extended by 10 years to 2026. The terms of the deferred consideration/ revenue incentive payable under the terms of the 2006 MCII Acquisition agreement have been extended, but subject to more demanding financial thresholds, and aggregate deferred consideration payments remain subject to the existing cap of $10.0 million.
Link: The London Stock Exchange’s Regulatory News Service (RNS)
Background to the MCI Acquisition
On 16 November 2006 Tarsus Group announced that it had entered into an agreement with the Vendors to acquire from them 80 per cent. of the issued share capital of Medical Conferences International Inc (“”MCII””) for a total consideration of up to $46.0 million. This comprised $36.0 million payable in cash upon completion, up to $10.0 million payable as deferred consideration and $2.9 million consideration for the net assets of MCII.
Following the completion of this transaction the Vendors retained ownership of 20% of MCII, (now “”MCI””).
As at 31 December 2009, the gross assets of MCI were $19.4 million, and MCI generated profit before tax of $6.3 million for the year ended 31 December 2009.