WPP to acquire XMKT Group, a marketing services agency in China

wppWPP has agreed to acquire XMKT Group, a marketing services agency specialising in customer experience management.

Founded in 2010, XMKT Group has four main divisions: Events – providing strategy, concept and design as well as on-site execution and coordination of events for clients; Retail – specializing in marketing and promotional activities in entertainment facilities or retail shopping malls; Entertainment – offering consultancy on procurement and incorporation of entertainment properties; and Digital – providing digital marketing strategy.

XMKT Group is headquartered in Shanghai with offices in Beijing, Guangzhou and Chengdu, as well as onsite management capabilities across 67 Chinese cities. The Group employs approximately 253 people. Key clients include Diageo and Uniqlo.

For the year ending 31 December 2013, XMKT had unaudited revenues of RMB 126 million, with gross assets of RMB 138 million as at the same date.

UK, London & China, Shanghai

JWT to acquire Egift, a premium and gift specialist in China

wppWPP’s wholly owned operating company JWT has agreed to acquire Shanghai Egift Design and Production Co. Ltd., one of China’s leading premium and gift specialists.

Egift provides total integrated premium and loyalty program gift solutions to clients, ranging from strategy, design, sourcing, prototyping, production through to logistics and distribution. The company, which was established in 2002 by Zhu Cheng and is headquartered in Shanghai, serves a range of blue chip international clients in China, including Johnson & Johnson, Roche, Pechoin, Conde Naste and Novartis. Following the acquisition, Egift will continue to operate independently, as part of JWT’s activation, field and shopper marketing operations in China.

For the year ending 31 December 2013, Egift’s revenues were RMB 27 million, with gross assets of RMB 25 million, as at the same date.

UK, London & China, Shanghai

Tarsus completes the acquisition of SIUF in China

TarsusTarsus, the international business-to-business media group, has completed the acquisition of 50 per cent of the China (Shenzhen) International Brand Underwear Fair (“SIUF”).

See previous reporting on 8 January 2014.

UK, London & China, Shenzhen

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Informa plc – 2013 Full Year Results

Informa plc has announced full year results for the year ended 31 December 2013.

HIGHLIGHTS

Financial

  • Group organic revenue growth (continuing) of 1.5% to £1,132.4m (2012: £1,110.6m)
  • Adjusted operating profit (continuing) up 1.5% to £335.5m (2012: £330.5m)
  • Adjusted diluted EPS growth (continuing) of 5.0% to 40.1p (2012: 38.2p)
  • Statutory loss of £6.4m (2012: £90.7m profit), reflecting loss from discontinued operations of £109.5m
  • Strong cash flow – cash conversion (continuing) increased to 99% (2012: 94%)
  • Net debt/EBITDA ratio of 2.2 times (2012: 2.1 times)
  • Deferred income growth of 8% at constant currency
  • Final dividend maintained at 12.50p; total dividend up 2.2% to 18.90p (2012: 18.50p)

Operational

Stephen-Carter-HeadStephen Carter, Group Chief Executive, said: “I was delighted to take over as Group Chief Executive of Informa at the start of this year. As the reported figures highlight, the Group delivered a solid earnings and cash performance last year. This has led the Board to pay a total dividend for the year of 18.90p.

Succeeding such a long-standing Chief Executive is a privilege and comes with attendant responsibilities. The privilege lies in being given the opportunity to work with the people and the businesses that make Informa so unique, all of which operate in the Knowledge and Information Economy. The responsibilities are to transition the business, the culture and the operating model post such long-term leadership.”

He added, “For Informa, 2014 will be a year of measured change, operational focus and building a platform for the future growth of the Group.”

Divisional Highlights – continuing operations

2013 2012 Actual Organic
£m £m % %
Academic Publishing*
Revenue 367.1 340.3 7.9 5.3
Adjusted Operating Profit 130.9 126.1 3.8 3.1
Adjusted Operating Margin (%) 35.7 37.1
Business Intelligence*
Revenue 350.6 356.6 (1.7) (3.9)
Adjusted Operating Profit 109.1 120.7 (9.6) (12.8)
Adjusted Operating Margin (%) 31.1 33.8
Global Events*
Revenue 414.7 413.7 0.2 3.0
Adjusted Operating Profit 95.5 83.7 14.1 12.6
Adjusted Operating Margin (%) 23.0 20.2

* Following the disposal of the Corporate Training businesses, the three divisions have been renamed: Academic Information has been renamed Academic Publishing; Professional and Commercial Information has been renamed Business Intelligence; Events and Training has been renamed Global Events. Please note that in 2012 the results for Global Events include a contribution from Robbins Gioia which was sold in May 2012.

UK, London

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Moody’s Corporation makes conditional offer to increase stake in ICRA

moodysMoody’s Corporation has made a conditional open offer to acquire up to 2,650,000 equity shares of ICRA Limited, a leading provider of credit ratings and research in India. The offer is conditional upon acquiring at least 2,149,101 equity shares, which would increase Moody’s ownership stake from 28.5% to just over 50.0%. Full acceptance of the offer would increase Moody’s ownership stake in ICRA to approximately 55.0%.

The offer price, payable in cash, is INR 2,000 per share, which represents a 25.9% premium to ICRA’s closing price on the icraNational Stock Exchange of India Limited (NSE) on February 21, 2014, and a 28.7% and 42.5% premium to the one-month and six-month trailing average stock price, respectively. The offer price represents a 22.2% premium to ICRA’s all-time closing high on the NSE of INR 1,637 per share on December 31, 2013.

The tender period is expected to begin in April 2014, subject to completion of a review of the transaction by Indian regulatory authorities.

“This offer reaffirms Moody’s long-standing commitment to ICRA’s growth and to the value it delivers to its shareholders. We look forward to expanding and deepening our collaboration with ICRA as it provides research and ratings for the growing domestic debt market in India as well as other emerging markets in the region,” said Raymond McDaniel, President and Chief Executive Officer of Moody’s.

Moody’s will fund the offer from international cash on hand.

ICRA, established in 1991, is one of the leading credit rating agencies in India. Through its nine offices in India, ICRA’s staff of over 1,000 provides credit ratings and analysis as well as information and other professional services. Moody’s first purchased an ownership stake in ICRA in 1998.

USA, New York, NY & India, Mumbai

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Keywords Studios acquires Babel Media

Keywords Studios, the  technical services provider to the video games industry, has acquired Babel Media Ltd, a  provider of outsourced video games services with operations in the UK, Canada and India, from Quatrro Global Services Pvt. Ltd. and The D. E. Shaw Group.

Keywords Studios is paying the sellers and settling the financing obligations of Babel to a total of £5.369 million. £2,215 million is payable through  the issue of 1,516,944 new shares in Keywords Studios at a price of 145.994 pence per share and £3,154 million in cash to settle debts.

The unaudited management accounts for the 10 months to 31 January 2014 show Babel has achieved revenues of £6.4m and EBITDA of £0.4m; it has net assets of £1.44m after adjusting for the loans being repaid. Babel was founded in 1999.

Andrew Day, Chief Executive of Keywords Studios, commented, “The acquisition of Babel brings together two of the leading video games testing and localisation providers, firmly establishing Keywords as the market leader in its field, with operations across Dublin, Rome, Montreal, Seattle, Tokyo and now in New Delhi.”

UK, London & Ireland, Dublin & New Delhi, India & Montreal, Canada.

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Tarsus Group acquires HealthScienceMedia in the US and 60% of SADA Uzmanlik Fuarlari in Turkey

TarsusTarsus Group, the business-to-business media group, has acquired 100% of the assets of HealthScienceMedia in the US for approximately £8.5 million and 60% of SADA Uzmanlik Fuarlari A.S. in Turkey for up to £5.6 million.

HealthScienceMedia (HSM)cmhc_logo

The principal asset being acquired from HSM is the Cardiometabolic Health Congress, the largest US event focused on the cardiometabolic field. It is an annual congress which began in 2006 and is held over three days each October in Boston. CMHC’s 2012 delegates comprised approximately 1,500 practising clinicians.

The unaudited profits attributable to the assets being acquired in the twelve months to 31 December 2012 were $2 million on revenues of $3.5 million and the gross assets being acquired amount to approximately $0.5 million. HSM is owned by Alex Teperman, who will remain with the business on a consultancy basis.

Tarsus is acquiring the assets of HSM for $14 million of which $10 million is payable in cash on completion with the balance payable in two equal cash payments after the 2014 and 2015 Cardio events respectively.

SADA Uzmanlik Fuarlari A.S. (SADA)komatetec

Established in 1967 and based in Ankara, SADA organises a single event – Komatek – which was first held in 1991. This biennial (odd years) show is Turkey’s largest trade exhibition for construction equipment and related products. The last edition was held in May 2013 at the Ataturk Centre in Ankara with combined indoor and outdoor net space of 53,200m2. Over 400 exhibitor companies were present and visitor numbers, at approximately 35,000, were 9% higher than the 2011 event.

Komatek is the largest construction equipment exhibition in Turkey and one of the largest events in Europe. With $1 trillion worth of major construction and investment projects expected to be completed in Turkey between now and 2023, the Group expects strong growth in Turkey’s construction market over that timeframe.

Unaudited revenues at Komatek in 2013 were TL3.3 million (approximately £0.9 million). Tarsus will pay an initial TL5.0 million (approximately £1.4 million) on completion and two additional payments contingent on the profit performance of the 2015 and 2017 events. The total consideration for 60% of SADA is capped at TL20 million (approximately £5.6m). SADA’s management team will continue to run the business post-acquisition.

Douglas Emslie, Tarsus Group Managing Director, said, “The two acquisitions are further steps in the execution of our “Quickening the Pace” strategy. Both are exciting events in markets where we have established a strong presence and which we believe are likely to show further growth. Our focus will be on the effective integration of both businesses as cornerstones of our future organic growth. Cardio will bring greater access to the important US market for our wider medical division and Komatek delivers critical mass to our construction events in Turkey and Indonesia.”

UK, London & USA, Boston & Turkey, Ankara

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Ebiquity acquires China Media Consulting Group

ebiquityMedia and marketing analytics company Ebiquity has acquired China Media Consulting Group.  CMCG is being acquired for an initial cash payment of HK$20m (approximately £1.6m), with up to HK$85m (approximately £6.7m), payable in cash, depending on the performance of the CMCG business in the five financial years ending 30 April 2017.

CMCG is an independent media auditing and benchmarking company in China with offices in Shanghai and Beijing.  CMCG specialises in helping advertisers establish key media buying performance metrics enabling better media value delivery and continuous performance improvement.

CMCG was established in 2006 and was the first specialist media auditing company to launch in China.

CMCG is being acquired from its founder Alex Abplanalp.  Mr Abplanalp will remain as Chief Executive of CMCG and will be Chief Executive of Ebiquity’s China business.

CMCG’s unaudited revenue for the year ended 31 December 2012 was approximately RMB 13.5m (approximately £1.4m) and it generated an operating profit before highlighted items of approximately RMB 4.0m (approximately £0.4m).  CMCG had unaudited net assets of approximately RMB 6.8m (approximately £0.7m) at 31 December 2012 and employs approximately 22 people.

Michael Greenlees, Chief Executive Officer of Ebiquity, said, “I am delighted to welcome the CMCG team into the Ebiquity group.  Alex Abplanalp and his team have worked with Ebiquity for a number of years and this acquisition underlines our commitment to further strengthen our capabilities in this important market and to grow our business across the Asia Pacific region.”

UK, London & China, Shanghai and Beijing

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WPP agrees to acquire majority stake in Marketeers Vietnam

wppWPP has acquired a majority stake in the business of Marketeers Vietnam Co., Ltd., a full-service integrated marketing agency based in, Vietnam. Marketeers conducts promotional campaigns, activation and field marketing services. The terms of the deal were not disclosed.

Founded in 2002, Marketeers is headquartered in Ho Chi Minh City, with representative offices in Hanoi, Danang and Can Tho, in addition to marketing service teams throughout the country.

Marketeers employs more than 75 people, with more than 1,000 people in activation and field marketing services. Marketeers’ clients include Diageo, Microsoft, Procter & Gamble, Budweiser, Kirin Interfood, and Boehringer Ingelheim.

UK, London & Vietnam, Ho Chi Minh City

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YouGov acquires Hong Kong based market research company Decision Fuel

yougovYouGov plc, the online market research agency, has acquired Decision Fuel (“DF”). 

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 Decision-Fuelachieved 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.”

UK, London and Hong Kong