Experian acquires Passport Health Communications for $850M

November 6, 2013 — Fusion DigiNet

Experian, the global information services company, is acquiring Passport Health Communications, a  provider of data, analytics and software in the US healthcare payments market. The purchase price is $850 million. 

Founded in 1996, Passport Health is a data and software provider, with sales to over 2,500 hospitals in the US and more than 9,000 other healthcare providers. Its products are used by healthcare providers to manage payments between patients, commercial payers (such as insurance companies) and government programmes.

Passport Health’s revenues  are largely subscription based. The business has renewal rates of c. 95% and average contract duration of 3 to 5 years. In the year ending 31 December 2013, Passport Health is expected to generate revenue of US$121m, representing organic growth of 23%, and EBIT of US$30m. In the year ending 31 December 2014, Experian expects Passport Health revenue to reach approximately US$145m (of which 84% is already booked and contracted), with EBIT margins in the high twenties.

Don Robert, Chief Executive Officer of Experian, said, “Since entering the US healthcare payments market five years ago, we have steadily expanded our position through both organic investment and acquisition, and our business is growing strongly. We are now taking the next step and the acquisition of Passport Health will make us a clear leader in this high growth and attractive market. With our newly combined product range, we will offer our clients in the US healthcare industry a competitive one-stop-shop to manage risk and to satisfy their payments requirements. We are excited about the growth opportunities created by this combination and we greatly look forward to welcoming our new Passport Health colleagues to Experian once the transaction completes.”

Experian entered the healthcare payments market in 2008, with the acquisition of SearchAmerica, which focused on helping hospitals to manage their billings and cash flows. Experian further consolidated its position in 2011 with the acquisition of Medical Present Value, which extended its client footprint into physician practices and clinics and added new capabilities in insurance claims. Subsequently, Experian merged the two businesses to create Experian Healthcare, which in the year ending 31 March 2014 is expected to generate revenue of US$75m, with organic revenue growth in the mid-teens.

UK, Nottingham & USA, Franklin, TN

Posted in B2B Services, Consultancy, Content Media, Information Management, Market Data & Information, ~Europe, ~North America. Leave a Comment »

Utilitywise – audited results for the year: Utilitywise – acquisition analysis

October 30, 2013 — Fusion DigiNet

utilitywiseUtilitywise, a utility cost management consultancy, has announced final audited results for the year ended 31 July 2013. These include certain amendments to the Company’s Income Statement from that presented with the Company’s preliminary results issued on 15 October 2013. This has led to additional revenue of £430,595 being recognised within the audited consolidated financial statements for the year ended 31 July 2013 with a consequential increase in profitability, There is no impact on the Company’s cash flows. For full details go the the London Stock Exchange announcement here.

The revenue and EBITDA adjustments to the 2013 income statement of the Company are as follows:

Revenue £24.83M prelims: £25.25M (audited)
EBITDA £7.39M prelims: £7.82M (audited)

Highlights

  • Like for like revenue growth up 61%.
  • Acquisitions of Clouds Environmental Consultancy Ltd, Aqua Veritas Consulting Ltd and Energy Information Centre Ltd.
  • 15,333 customers and 44,361 meters at 31 July (30 September 2012: 11,400 and 32,972 respectively) with additional 550 customers and 23,000 meters added through EIC.
  • £16.6 million of secured contracts waiting to go live as at 31 July ( 31 July 2012: £7.1 million – 30 September 2013 (post period) £18.2 million).
  • Proposed final dividend payment of 1.8p, making total dividend for the year of 2.6p.

Geoff Thompson, Chief Executive of Utilitywise, commented

“Our first full year as a plc has proved a very successful one. As well as delivering very strong organic growth we have been able to invest and build for the future. Integration of the three businesses that we acquired is progressing well and we have entered the new financial year with an improved suite of products and services to satisfy the wider energy needs of all businesses, regardless of size.

“The market in which we operate remains highly fragmented and we have still attracted only a very small percentage of our addressable market. Through our strong relationships with energy supply companies and our ability to identify customers and deliver the optimum solutions, we remain confident in the continued success of the Company.”

Read the full announcement here

Utilitywise Acquisition Analysis

1. Acquisition of Clouds Environmental Consultancy Limited

Utilitywise Plc acquired the entire share capital of Clouds Environmental Consultancy Limited on 1 October 2012 for £1,040,821 in order to enhance the service offering provided by the Group.

Consideration consisted of both cash payments and the issue of shares, an element of which is contingent on the performance of Clouds Environmental Consultancy Limited to 31 July 2013. Contingent consideration has been included as a best estimate of amounts payable.

Goodwill on consolidation has been calculated as follows:

  £
Amount of consideration 1,040,821
     
Fair value of net assets acquired:  
Property, plant and equipment   15,260
Receivables   122,289
Cash   159,152
Payables     (251,788)
Net assets   44,913
     
Goodwill   995,908
     

 

Consideration:  
Cash   355,821
Shares issued   300,000
Contingent consideration    

385,000
Total  consideration   1,040,821

The goodwill reflects expected synergies from combining the two businesses and is not tax deductible.

The total value of the contingent consideration is based on a multiple of expected EBITDA capped at £385,000. This is split equally between cash and shares.  All of the contingent consideration is included in trade and other payables as it meets the definition of a financial liability.

Since the date of acquisition Clouds Environmental Consultancy Limited has generated revenue of £916,913 and a profit before tax of £203,999 which is included in the consolidated statement of comprehensive income.

Assuming Clouds Environmental Consultancy Limited was acquired at the beginning of the annual reporting period, group revenue would be £24,966,494 and profit before tax £6,053,067. 

The Group estimate costs incurred in relation to the transactions to be £49,403. These costs are included within exceptional items in the consolidated statement of total comprehensive income.

2. Acquisition of Aqua Veritas Consulting Limited

Utilitywise Plc acquired the entire share capital of Aqua Veritas Consulting Limited on 16 April 2013 for £2,161,677 in order to enhance the service offering provided by the Group.

Consideration consisted of both cash payments and the issue of shares, an element of which is contingent on the performance of Aqua Veritas Consulting Limited to 30 April 2014. Contingent consideration has been included as a best estimate of amounts payable.

Goodwill on consolidation has been calculated as follows:

  £
Amount of consideration 2,161,677
     
Fair value of net assets acquired:  
Customer related intangible assets    

443,000
Technology based intangible assets    

241,000
Property, plant and equipment   12,158
Receivables   349,011
Cash   15,361
Payables   (566,494)
Deferred tax liability   (136,800)
Net assets   357,236
     
Goodwill   1,804,441
     

 

Consideration:  
Cash   70,385
Liabilities settled   91,292
Contingent consideration    

2,000,000
Total consideration   2,161,677

 

Customer related intangible assets relate to customer relationships in place at the date of acquisition.

Technology related intangible assets relate to hardware design intellectual property.

The goodwill reflects the value of the workforce and expected synergies from combining the two businesses and is not tax deductible.

The total value of the contingent consideration is based on a multiple of expected EBITDA, capped at £4,000,000. This is split equally between cash and shares. All of the contingent consideration is included in trade and other payables as it meets the definition of a financial liability.

Since the date of acquisition Aqua Veritas Consulting Limited has generated revenue of £276,886 and a profit before tax of £168,198 which is included in the consolidated statement of comprehensive income.

Assuming Aqua Veritas Consulting Limited was acquired at the beginning of the annual reporting period, group revenue would be £24,940,096 and profit before tax £5,844,453.

The Group estimate costs incurred in relation to the transactions to be £70,892. These costs are included within exceptional items in the consolidated statement of total comprehensive income.

3. Acquisition of Energy Information Centre Limited

Utilitywise Plc acquired the entire share capital of Energy Information Centre Limited on 3 July 2013 for £18,201,154 in order to enhance the service offering provided by the Group.

Consideration consisted of both cash payments and the issue of shares.

Goodwill on consolidation has been calculated as follows:

  £
Amount of consideration 18,201,154
     
Fair value of net assets acquired:  
Customer related intangible assets    

6,239,000
Intangible fixed assets   108,025
Property, plant and equipment   3,845,911
Investments   200
Receivables   1,094,239
Cash   3,008,473
Payables   (3,386,677)
Deferred tax liability   (1,247,800)
Net assets   9,661,371
     
Goodwill   8,539,783
     

 

Consideration:  
Cash   11,662,500
Shares issued   5,390,125
Deferred cash   1,148,529
Total consideration   18,201,154

Customer related intangible assets relate to customer relationships in place at the date of acquisition.

The goodwill reflects the value of the workforce and expected synergies from combining the two businesses and is not tax deductible.

Since the date of acquisition Energy Information Centre Limited has generated revenue of £531,444 and a profit before tax of £145,867 which is included in the consolidated statement of comprehensive income.

Assuming Energy Information Centre Limited was acquired at the beginning of the annual reporting period, group revenue would be £31,108,691 and profit before tax £7,901,001.

The Group estimate costs incurred in relation to the transactions to be £786,131. Of this amount £317,833 relate to the issue of new shares to fund the acquisition and have subsequently been taken to the share premium reserve. The remaining costs are included within exceptional items in the consolidated statement of total comprehensive income.

UK, South Shields

Related articles:

Energy Management Transactions from Fusion

Posted in B2B Services, Company Results, Consultancy, Energy & Environmental Services, ~Europe. Tags: , . Leave a Comment »

Utilitywise announces preliminary results for the year ended 31 July 2013

October 15, 2013 — Fusion DigiNet

Utilitywise, a  utility cost management consultancy, has announced its unaudited preliminary results for the year ended 31 July 2013.

Financial Highlights

  •  Revenue: £24.83 million (£14.38 million in 2012) – plus 73%
  • Gross margin: 47.2% (43.1% in 2012)
  • EBITDA: £7.39 million (£3.86 million 2012) – plus 79%
  • Profit Before Tax: £6.98 million (£3.86 million in 2012) – plus 81%
  • Diluted EPS: 7.9p (5.4p in 2012) plus 46%
  • Proposed final dividend payment of 1.8p, making total dividend for the year of 2.6p

Further financial detail can be found on the company’s website http://www.utilitywise.com.

Acquisition activity

 

Operational Highlights

  • 15,333 customers and 44,361 meters at 31 July ( 30 September 2012: 11,400 and 32,972 respectively) with additional 550 customers and 23,000 meters added through EIC
  • £16.6 million of secured contracts waiting to go live as at 31 July ( 31 July 2012: £7.1 million)
  • Post Period –  £18.2 million of secured contracts waiting to go live as at 30 September 2013

·     Board of Directors strengthened with non-executive appointments of Jeremy Middleton and Jon Kempster

Geoff Thompson, Chief Executive of Utilitywise, commented, “Our first full year as a plc has proved a very successful one. As well as delivering very strong organic growth we have been able to invest and build for the future. Integration of the three businesses that we acquired is progressing well and we have entered the new financial year with an improved suite of products and services to satisfy the wider energy needs of all businesses, regardless of size.

“The market in which we operate remains highly fragmented and we have still attracted only a very small percentage of our addressable market. Through our strong relationships with energy supply companies and our ability to identify customers and deliver the optimum solutions, we remain confident in the continued success of the Company.”

Utilitywise has also a appointed to he Board of Jeremy Middleton, CBE and Jonathan ‘Jon’ Kempster as non-executive Directors, effective immediately.

Jeremy Middleton is an entrepreneur best known for having co-founded Homeserve PLC, the FTSE 250 international home emergency business where he remains on the executive committee.

Jon Kempster has held a number of PLC finance roles, most recently as Group Finance Director of Wincanton plc, the UK and Ireland logistics and distribution group.

UK, South Shields

Related articles:

Energy Management Transactions from Fusion

Posted in B2B Services, Consultancy, Energy & Environmental Services, Procurement, ~Europe. Tags: , , . Leave a Comment »

Nielsen completes the acquisition of Arbitron

October 1, 2013 — Fusion DigiNet

nielsenNielsen Holdings N.V., a provider of information and insights into what consumers watch and buy, has completed its acquisition of Arbitron Inc., an international media and marketing research firm.

“This is a great day for Nielsen and a natural step in our evolution,” said Nielsen Chief Executive Officer David Calhoun. “Arbitron will allow us to analyze and understand an additional two hours of the U.S. consumer’s day while bringing us another opportunity to provide advertisers with metrics on the effectiveness of the mediums that they advertise on.”

Arbitron is being rebranded Nielsen Audio and will be integrated into Nielsen’s U.S. Watch business segment, which provides information and insights primarily to the media and advertising industries across television, online, mobile and radio. With Arbitron, Nielsen now measures eight hours a day per person of dynamic media consumption.

“Our combined capabilities offer opportunities to measure unmeasured areas that are important to the industries and clients we serve, like streaming audio, out-of-home measurements for television consumption and deeper measurement of multicultural audiences in the U.S.,” said Calhoun. “Globally, this is an opportunity to expand our measurement of consumer behavior and introduce audio measurement capabilities in new markets.”

As previously reported on Fusion DigiNet, Nielsen entered into an agreement on December 17, 2012 to acquire all of the outstanding common stock of Arbitron for $48 per share or a total of $1.3 billion purchase price, funded by cash on hand and recent debt financing. Nielsen expects $0.26 of accretion to adjusted net income per share during the first full year of operations, and $0.32 of accretion to adjusted net income per share during the second year, reflecting an incremental $0.06 in year two.

USA, New York. NY

Related articles:
Posted in B2B Services, Consultancy, Content Media, Internet Media, Market Data & Information, Marketing/Advertising, Publishers, ~North America. Tags: , , . Leave a Comment »

Experian acquires The 41st Parameter, Inc

October 1, 2013 — Fusion DigiNet

experianExperian, a global information services company, is to acquire The 41st Parameter, Inc, a  provider of fraud detection services, based in the US. The aggregate purchase price for all outstanding stock, stock options and warrants of 41st Parameter is US$324m, of which US$14m is subject to limited, two-year earn-out provisions, and will be funded from Experian’s existing cash resources.  The transaction is subject to customary closing conditions.

41stFor the year ending 31 December 2013, Experian expects 41st Parameter to deliver approximately US$26m of revenue, of which over 95% is booked and contracted. Revenues are licence-based and are recognised over the life of the contract, which is typically 2-3 years in duration. Client renewal rates exceed 95%.

Since incorporation, 41st Parameter has experienced strong growth, with compound annual growth in revenue over the past two years of over 40%. The contracted nature of the business model provides good forward visibility, and Experian expects to sustain growth in line with historic rates over the next twelve months. The acquisition is expected to be broadly EPS neutral in the year ending 31 March 2014.

Incorporated in 2004, 41st Parameter products use device identification to prevent fraud. Clients use 41st Parameter’s products to enable consumers to complete transactions on the web quickly and securely, reducing fraud losses while simultaneously authenticating consumers with minimal intrusion. Clients also use 41st Parameter products to enhance internal operational efficiency by reducing the number of false detections of potential fraud.  Its clients include financial institutions, travel web sites, eCommerce merchants and customers in the digital media segment.

Ireland, Dublin & USA, San Jose, CA

Related articles:

Posted in B2B Services, Consultancy, Content Media, Internet Media, Market Data & Information, ~Europe, ~North America. Tags: . Leave a Comment »

RPS acquires geological consultancy and training company Ichron

September 26, 2013 — Fusion DigiNet

RPSlogoRPS has acquired Ichron Limited, a UK based consultancy providing geological and training services to the international oil and gas sector, for a total consideration of £12.5 million.

Founded in 1995, Ichron has its offices and a geological sample preparation and analysis laboratory in Cheshire, UK. The company, comprising 46 permanent staff and additional part time specialist associates, works primarily on projects in Europe, Africa and the Middle East. Its specialist services include reservoir geology, biostratigraphy and chemical stratigraphy.

ichron-logo@2x.jpgIchron provides RPS with further capability in the Group’s established and growing oil and gas consultancy markets.  The services provided by Ichron are complementary with existing RPS international capabilities.

The four vendors of the business, together with all employees, are remaining with RPS.

In the year ended 31 December 2012, Ichron had revenues of £6.3 million and profit before tax of £2.1 million, after adjustment for non-recurring items.  Net assets at 31 December 2012 were £1.1 million. Gross assets at 31 December 2012 were £2.2 million.

RPS is acquiring the entire share capital of Ichron for a maximum total consideration of £12.5 million, all payable in cash. Consideration paid to the vendors at completion was £6.6 million. Subject to certain operational conditions being met, two further sums of £2.6 million, will be paid to the vendors on the first and second anniversaries of the transaction. Following completion and on finalisation of the closing balance sheet, a further sum, estimated at £0.7 million, will also be payable to the vendors.

Alan Hearne, Chief Executive of RPS, said, “Ichron has an excellent reputation and track record. Its skills will add to our existing capabilities in growing specialist areas and provide us with a platform for further growth.

UK, Abingdon, Oxfordshire & Northwich, Cheshire

Related articles:

Posted in B2B Services, Consultancy, Energy & Environmental Services, Training/Education, ~Europe. Leave a Comment »

September 20, 2013 — Fusion DigiNet

nielsenNielsen Holdings N.V. , the global provider of information and insights into what consumers watch and buy, has reached an agreement with the US Federal Trade Commission (FTC) to gain clearance for its proposed acquisition of Arbitron Inc. (NYSE: ARB) which is now, subject to customary closing conditions, expected to close on September 30, 2013. The FTC has issued a Decision and Order dated September 20, 2013 that embodies the agreement.

As previously reported on Fusion Diginet, Nielsen entered into an agreement on December 17, 2012 to acquire all of the outstanding common stock of Arbitron for $48 per share or a total of $1.3 billion purchase price, funded by cash on hand and minor debt financing. Nielsen expects $0.26 of accretion to adjusted net income per share in the first full year of operations, and $0.32 of accretion to adjusted net income per share after the second year, reflecting an incremental $0.06 in year two.

“We are pleased to have the regulatory process behind us and are excited to be closing the Arbitron acquisition,” said David Calhoun, CEO, Nielsen. “We are looking forward to providing all of the benefits of the combined company to our new clients in the radio industry and their advertisers, driving incremental value for them as well as our shareholders.”

Nielsen’s agreement with the FTC is intended to preserve the competitive landscape in place before its announced intent to acquire Arbitron. It does not affect the strategic rationale of the acquisition or the anticipated benefits to Nielsen from the transaction. No Nielsen assets are affected by the FTC’s order. The FTC’s order effectively enables the continuation of a cross-platform project measuring TV, radio, PC, mobile and tablet engagement which was announced by Arbitron in concert with ESPN and comScore, Inc. in September 2012. In the event that an FTC-approved third-party elects to agree to licensing terms and other requirements, Nielsen would make available for license Arbitron PPM and related data as well as software and technology currently being used in the ESPN project for the sole purpose of cross-platform measurement1 for up to eight years.

A summary of Nielsen’s agreement with the FTC is available at http://nielsen.com/investors.

USA, New York, NY

Related articles:
Posted in B2B Services, Consultancy, Content Media, Internet Media, Market Data & Information, Publishers, ~North America. Tags: , . Leave a Comment »

E.On to acquire UK energy management and efficiency firm Matrix

September 7, 2013 — Fusion DigiNet

German utility E.On has agreed to acquire UK energy management and efficiency firm Matrix. the terms of the deal were not disclosed. The transaction needs the go-ahead from Austrian competition watchdogs and is expected to close next month.

Founded in 2003, Matrix helps businesses reduce their electricity consumption in offices and other commercial buildings by up to 40 per cent by using data stored in its energy management centre.

The energy management centre, which is located in Glasgow, creates a virtual image of the company based on this information which is then analysed to pre-empt any wastage, and currently has 31,000 data connections to customer sites in 22 countries globally.

Matrix employs around 340 staff throughout nine sites in the UK, including its headquarters in Bury.

Herve Touati, chief executive of E.On Connecting Energies which is making the acquisition on behalf of its parent, observed that in addition to expanding its presence in the energy efficiency market, the acquisition bolsters its existing portfolio of services.

He went on to say: “We see tremendous opportunities from the combination of Matrix’s deep data-led building energy expertise with our capital-led energy efficiency and on-site generation capabilities. This will allow us to provide our customers in the UK and continental Europe much greater control of their energy cost.”

In May last year there were media reports that Matrix investor Lloyds Development Capital (LDC) was looking at selling its stake in the company valued somewhere between GBP 60.00 million and GBP 80.00 million. At the time, the Bury-based business had earnings before interest, taxes, depreciation and amortisation of around GBP 8.00 million, according to sources.

LDC, the private equity arm of Lloyds Banking Group, bought a stake in Matrix for GBP 10.00 million in 2010 when the firm was known as Green Sky Energy.

Germany, Düsseldorf & UK, Bury

Posted in B2B Services, Consultancy, Energy & Environmental Services, ~Europe. Tags: , . Leave a Comment »

WGSN acquires Mindset Communicaco e Marketing Ltda in Brasil

September 4, 2013 — Fusion DigiNet

wgsnWGSN, the global trend forecasting service, has acquired Mindset Communicaco e Marketing Ltda, its marketing partner in the Latin American market.

Mindset is an advisory agency dedicated to research and analysis of future and current consumer behavior. It works with many leading companies in Brazil and brings a loyal subscriber base and great relationships with major retailers, merchandisers and designers across the region. Mindset has been a reseller of WGSN’s trend service subscription for nine years.

This agreement will provide Mindset access to WGSN’s infrastructure, wider global markets and their expertise in technology, content, operations and customer excellence. It will enable WGSN to be even closer to its customers in Latin America and create local content direct for that market. It will also enable other Top Right Group businesses to benefit from Mindset’s expertise in Brazil and across the LATAM region.

Julie Harris, CEO of WGSN and Planet Retail commented: “We are delighted to announce this acquisition, which not only further strengthens WGSNs position in the Latin American market, but is also part of a wider strategic objective to expand our trend, retail and intelligence services in new and developing markets.”

This is the group’s second acquisition this year following the purchase of certain online assets of Mudpie, a provider of fashion trend forecasting with more than 200 customers worldwide.

Top Right Group Latin America is headquartered in Sao Paulo and will shortly move to a new office near Faria Lima.

UK, London & Sao Paulo

Posted in B2B Services, Conference/Exhibitions/Events, Consultancy, Content Media, e-Commerce, Internet Media, Publishers, ~Europe, ~Latin America and Caribbean. Tags: , , . Leave a Comment »

Accenture Completes Acquisition of Acquity Group

July 9, 2013 — Fusion DigiNet

accenture1Accenture has completed its acquisition of Acquity Group Ltd., the second-largest independent digital marketing company in the United States, which provides strategy, digital marketing and technical services to help companies enhance their brand experiences and eCommerce performance.

The acquisition strengthens and expands the broad range of digital marketing services that Accenture provides clients through acquityAccenture Interactive. Accenture paid $13.00 per outstanding American Depositary Share, each of which represents two ordinary shares, or a total of approximately $316 million in cash for Acquity Group.

“Acquity Group’s skills and capabilities in eCommerce and leading digital platforms such as Adobe and hybris will complement Accenture’s strengths in strategy, analytics, technology enablement and marketing operations,” said Brian Whipple, global managing director of Accenture Interactive. “Together, we are better positioned to blend the creative process with technology at scale and deliver transformational solutions that provide innovative and engaging customer experiences across channels.”

USA, New York, NY & Chicago, IL

Posted in B2B Services, Consultancy, Marketing/Advertising, ~North America. Tags: , . Leave a Comment »
« Older posts
Newer posts »