Tarsus Group acquires AMB Group

July 6, 2015 — Fusion DigiNet

Tarsus Group plc has further strengthened its portfolio in South East Asia by acquiring 50% of the AMB Group for between $13 and $20 million. The acquisition is via a joint venture vehicle AMB Tarsus Exhibitions Sdn. Bhd. from Andrew Siow and Richard Yew .

Established in 1996, the AMB Group is a South-East Asian exhibition organiser with a major presence in Myanmar and Cambodia and a growing business in the region. It has built up a portfolio of market leading exhibitions and conferences in some of Tarsus’ key strategic sectors with the largest focused on building, infrastructure, automotive and food processing.

AMB Group has enjoyed strong growth in recent years, driven by the establishment of leading events in Myanmar and Cambodia – MyanFood and Cambuild respectively.

As part of its accelerated replication program Tarsus expects to be able to introduce a number of its leading brands into AMBT’s markets of Malaysia, Myanmar and Cambodia. Tarsus will also assist AMBT to access Indonesia by utilising the Group’s existing infrastructure in that market.

The acquisition of 50% of AMBT is for an estimated payment of $13 million (approx. £9 million) in cash of which $4.1 million (approx. £2.6 million) is payable on completion of the Acquisition with a further $4.1 million payable in January 2016 and deferred payments linked to the performance of the business up to the end of 2017. The total consideration for the initial 50% is capped at $20 million (approx. £12.8 million).

For the year ended 28 February 2015, AMB Group recorded unaudited profit before tax of approximately $2.2 million (approx. £1.4 million) and unaudited gross assets of $2.9 million (£1.8 million).

The consideration will be met from existing financial resources. To provide additional headroom the Group has increased its bank facilities to £75m (from £60m) and extended the term of the facilities out to July 2020. The other commercial terms of the bank facilities are unchanged.

There is a put and call option in respect of the Vendor’s remaining 50% stake in AMBT. The Vendors will be permitted to sell the Remaining Stake to Tarsus in the event of a sale of at least 50.1% of Tarsus ordinary shares of 5p each collectively held (either directly or beneficially) by both Neville Buch, Chairman and Douglas Emslie, Group Managing Director as at the date of completion. In this circumstance the Vendors may sell their Remaining Stake to Tarsus for a maximum consideration of $25m (approx. £16.1 million) in cash determined in reference to the profit of AMBT in the financial year (31 December) immediately preceding exercise of the option.

Douglas Emslie, Tarsus Group Managing Director said:

“AMBT is an excellent strategic acquisition and allows Tarsus to build scale in South East Asia with an entrepreneurial partner. Many of the ASEAN economies are growing strongly and the AMBT joint venture will offer us first-mover advantage in some key sectors in these exciting markets.

“I have known Andrew Siow for over 20 years and he and Richard have an excellent track record in launching and developing events in the region. Their expertise will add significant strength and depth to the Group’s operations in South East Asia. We expect there to be compelling opportunities to replicate Tarsus’ leading brands into AMBT’s geographic footprint.”

UK, London & Myanmar and Cambodia

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