DF is a market research and technology company whose objective is to provide fast, high-quality research to the Asian market using online and especially, mobile-based, technology to reach consumers across the region.
YouGov will pay 6 times the EBITDA achieved by DF for the financial year ended 31 July 2016 and 2 times the EBITDA achieved for the financial year ended 31 July 2017. The EBITDA base to be used for FY 2017 is subject to a cap in that it may not exceed 150% of the FY 2016 EBITDA. An initial payment of $ 1 million will be paid on completion to a group of minority shareholders who are not involved in the management of the business. This will be deducted from any future earn-out payments. The earn-out payments may be satisfied at YouGov’s option by cash or the issue of YouGov shares or a combination of the two. Based on YouGov’s business plans for DF, it currently expects the total consideration to be approximately £5 million. A maximum cap for contractual purposes has been set at £18 million.
In the year ended March 2013, DF made a loss of £460,000 before interest, depreciation and amortisation and had gross assets of £300,000 as at 31 March 2013.
DF has offices in Hong Kong, Shanghai and Singapore and its own proprietary platform for mobile-based research. DF was set-up in 2011 by two buyers of research in the Asian region: Patrick Corr, formerly a senior executive with Star TV, the Asian TV network and strategy firm Monitor, and Colin Marson, a former senior executive with Cerebos (part of Suntory) and strategy firm, Monitor. They will both continue to lead the business after it becomes part of the YouGov group. DF’s non-executive chairman is Adrian Chedore, the founder and former CEO of Synovate. Further funding since the company’s launch has been provided by a group of angel investors from the region.
DF’s business operates across Asia, conducting single and multi-country projects primarily in China and South-East Asia. It has already built a consumer panel of 60,000 across five countries where it offers an Omnibus style service. Clients to date include global brands and media agencies. DF currently has 14 staff most of whom are based in its Hong Kong base with business development teams located in Singapore and Shanghai. DF is licensed to operate in China through a WOFE (“wholly owned foreign enterprise “)
Following completion, DF will immediately adopt the YouGov brand and its integration will be overseen by YouGov’s Middle East management team, based in Dubai, which is managing the Group’s expansion to emerging markets.
Commenting on the acquisition, Stephan Shakespeare, CEO of YouGov, said:
“This acquisition meets our strategic objectives to increase further YouGov’s presence in high-growth markets. Decision Fuel will help us to expand our Group’s business rapidly in the vital China and SE Asia markets that our clients are already asking us to serve. Decision Fuel’s mobile technology will also allow us to develop our mobile offering. We are very pleased to add Decision Fuel to our growing global network.”
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