Aegis Group plc acquires Data2Decisions Limited

Aegis Group plc has acquired Data2Decisions Limited, a UK-based, independent marketing effectiveness analytics consultancy. D2D’s gross assets were £2.2 million as at 31 January 2012.

Since its establishment in 2001, D2D has grown to be one of the largest independent marketing effectiveness analytics consultancies in Europe. The business works with its clients to turn data into insight that informs marketing strategy. This includes assessment of pricing, promotions and the return on media investment. D2D’s technology solutions, which can sit on clients’ systems, enable actionable intelligence from the analytics to be used to optimise marketing decisions.

Nigel Morris, CEO, Aegis Media Americas & EMEA, said “Data is one of the key areas of competitive advantage in the convergent market. D2D has built an impressive, scaled business that complements and strengthens our existing data capabilities to drive even greater marketing insight and analysis.  We look forward to fully integrating D2D into our operating model to leverage their capability across all parts of our business for our clients.”

UK, London

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RPS acquires Australian consulting firm Manidis Roberts for up to A$30M

RPS Group plc has acquired Manidis Roberts Pty Ltd, an Australian consulting firm, for a maximum consideration of A$30 million (£19 million).

Founded in 1988, MR is an environmental and project management consultancy headquartered in Sydney.   It currently employs about 90 staff and has developed a significant profile based upon the successful delivery of complex infrastructure projects.  These often last several years, providing long term revenue streams.  MR has particular expertise in the water, transport and power supply sectors, all of which are expected to grow in coming years. MR will further expand the RPS presence in New South Wales, complementing the skills of our urban planners, water, environmental and cultural heritage specialists and surveyors based in Sydney and Newcastle.

In the year ended 30 June 2011 the audited accounts for MR show revenues of A$27.2 million (£18.0 million, at an exchange rate of A$1.51 to £1) and profit before tax of A$5.8 million (£3.8 million).  Based on unaudited management accounts up to 31 May 2012 and an estimate of performance in June 2012, the revenue up to 30 June 2012 was in the order of A$23.7 million (£15.7 million) and profit for that period (after adjusting for non-recurring costs) was approximately A$5.2 million (£3.4 million).  Gross and net assets at 30 June 2012 were approximately A$ 9.4 million (£6.3 million) and A$6.4 million (£4.2 million) respectively.

RPS has acquired the entire share capital of MR for a maximum total consideration of A$£30 million (£19.9 million), all payable in cash.  Consideration paid at completion was A$18 million (£11.4 million), funded from the Group’s existing resources.  Subject to certain operational conditions being met, two further sums of A$6 million (£4.0 million), will be paid on the first and second anniversaries of the transaction.  If these operational conditions are not met, the deferred payments will not be made for 10 years.  The deferred amounts include the payment of market rate interest.  The vendors of the business are directors, staff and former staff.  The director and staff vendors are remaining with RPS.

Alan Hearne, Chief Executive of RPS, commented, “Although parts of the Australian economy are still feeling the effects of the global financial crisis, the RPS board continues to see selective investment in our Australian business as an attractive part of our strategy.  MR has an impressive track record and profile in markets likely to expand in coming years, particularly the provision of water, transport and power supply infrastructure.  We also see significant opportunities to introduce their skills to the energy infrastructure markets on both the east coast and in Western Australia”.

UK, London & Australia, Sydney

PHSC plc to acquire QCS International

PHSC plc, the Aylesford-based provider of health, safety and environmental services to corporate and public sector clients, is to acquires QCS International Limited (QCS). The acquisition will complete on 31 July 2012.

QCS is a company incorporated in Scotland, and was established in 1987. The company specialises in quality, environmental, and health and safety management systems and assists organisations by providing practical support and training in systems such as ISO 9001, ISO 14001, OHSAS 18001 and ISO 13485.

QCS achieved adjusted operating profits of approximately £100,000 in the year to April 2011 according to unaudited management accounts that have been substantiated as part of the due diligence process. The consideration payable will be £160,000 in cash, together with the issue of 79,186 new ordinary shares in the capital of the Company at completion, £160,000 on the first anniversary and a final payment of between £40,000 and £80,000 two years after completion, subject to certain targets being achieved.

The cash and cash-equivalent net assets of QCS will be purchased £ for £ after the preparation of completion accounts. Application will be made to the London Stock Exchange for the 79,186 new ordinary shares to be admitted to trading on AIM, with admission expected to take place on 1 August 2012. Following admission of the new ordinary shares, PHSC will have a total of 10,461,159 ordinary shares in issue.

The acquisition of QCS will enable the Group to offer a number of new services. It will also help to expand the Scottish marketplace for the Group, in that QCS will be able to introduce all of the Company’s services to their existing clients.

One of the Company’s existing subsidiaries, Quality Leisure Management Limited, already has a strong client base in Scotland. While around 20 percent of QLM’s customers are in Scotland, clients are currently serviced from personnel based in England. The acquisition will enable QLM to run a satellite operation from QCS’ Scottish offices.

Rosalynne Shields, currently Commercial Director of QCS, is to become Managing Director upon completion and to remain with QCS for a minimum of two years. She will replace Mike Izon, who will resign from the board and leave the company. All other QCS personnel will stay in post, and the company will continue to operate from its leasehold premises in Cumbernauld.

UK, Aylesford & Cumberland

A Fusion Deal: Econsultancy sold to Centaur

Fusion Corporate Partners are pleased to announce our latest deal, the sale of Econsultancy.com Limited to business information and events group Centaur Media plc.

Econsultancy is a leading digital and events-led information provider to the global digital marketing and e-commerce community in the UK, with a growing presence in the USA, Middle East, Asia and Australia. Econsultancy’s revenues stem from subscriptions, events, training, professional qualifications and media. The company has approximately 110,000 registered users and approximately 5,000 subscribers.

Centaur are paying an initial consideration of £12m in cash, with deferred consideration of up to £38m due in 2016, based on EBITDA performance for the year ending December 2015.

Econsultancy was founded in 1999. In the financial year to 31 December 2011, Econsultancy reported revenues of £6.6m (representing an increase of 50 per cent. on the prior period) and adjusted EBITDA of £1.1m. Econsultancy’s CEO and key executives will remain with the business following the acquisition

The acquisition is a key part of the strategy to transform the Centaur Group into a predominantly digital and events-led business. The deal complements Centaur’s market-leading publications, events and digital services in the marketing, design and creative sectors.

Geoff Wilmot, Centaur Chief Executive, said, “The earnings enhancing acquisition of Econsultancy provides us with an exciting opportunity to acquire a leading information brand in a high growth sector with global potential which fits well with Centaur products including Marketing Week and New Media Age. Econsultancy is highly complementary with Centaur and gives us a prominent position in the rapidly growing digital marketing sector with the opportunity to scale internationally. We see considerable potential for collaborative growth through leveraging our existing position in marketing and the development of high value, paid-for information services.”

Paul Slight, Director at Fusion, said, “We were delighted to work with the team at Econsultancy. The company has become the leading source of independent advice and insight on digital marketing and ecommerce. It will be an excellent fit with Centaur products.”

UK, London

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OTHER FUSION DEALS:

Media and Information

Business Services
Events, Broadcast and Other deals

Hellman & Friedman takes controlling stake in Wood Mac

Private equity group Hellman & Friedman is to take a majority stake in energy analysis group Wood Mackenzie in a deal that values the company at £1.1 billion pounds ($1.7 billion). Wood Mac produces research on the oil, gas, metals and power markets

Vendor Charterhouse will retain a 13 percent interest. The sale means Charterhouse has seen its initial investment double in value, having repaid nearly £150m of the £420m debt it used to acquire Wood Mackenzie from Candover for £553m in 2009.

Hellman & Friedman will take a 63 percent stake in the business, while Wood Mackenzie’s management and staff will hold a 24 percent interest in the company.

Wood Mac’s management and staff led by Chief Executive Stephen Halliday will hold a 24 percent equity stake in the company, valued at 132 million pounds under the Hellman deal.

Wood Mac is projected to make EBITDA of 88 million pounds in 2012, rising to 100 million in 2013.

UK, Edinburgh, Scotland

 

Utilitywise to list on AIM

South Shields based energy consultancy, Utilitywise has began trading on AIM. It raised £6.86m gross through a placing of shares at 60p each with institutional investors, giving a market capitalisation of £36.9m.  The money will be used to finance further organic growth as well as growth through acquisitions.

In the 12 months ending 31 July 2011 the Company reported a profit before tax of £3.5 million on revenues of £11.7 million. Nominated advisor FinnCap is forecasting £4.1m pre-tax profit in the year to end July 2012, rising to £6.6m in 2012/13.

Utilitywise has enjoyed huge success since it was founded 6 years ago by father and son team Geoff and Adam Thompson. It specialises in business energy procurement and energy management. The Company negotiates rates with energy suppliers on behalf of commercial end-users and offers a range of products and services to help customers manage their energy consumption. Utilitywise clients stretch the length and breadth of the UK.

After the IPO  Geoff Thompson retains 56 per cent of the shares, Adam Thompson 16% and Andrew Richardson, FD, 8%.

The business has grown over the past few years, with over 100% growth in turnover in the last year. The Company’s growth has been achieved as a result of its focus on three key elements: its investment in IT infrastructure, its focus on business process management and the development of its energy services offering.

Utilitywise moved into new offices in Market Dock, South Shields in January this year which were officially opened by local MP David Milliband. It currently employs 230 people, making it one of the largest private sector employers in the region and, according to Chief Operating Officer Adam Thompson, its plans don’t stop there: “Tyneside has a real depth of talented individuals and we are delighted to be one of the largest employers in the area. We’ve recently moved to larger offices and dedicated further investment in training and human resources to give our staff the tools they need to succeed.“

UK, South Shields

Mood Media Corporation acquires BIS for €22.5M

Mood Media Corporation has acquired BIS Group, a provider of commercial audio-visual installation in the Benelux region, for a consideration of €22.5 million in cash. Mood Media is an in-store media specialist that helps its clients communicate with consumers with a view to driving incremental sales at the point-of-purchase.

In the year ended December 31, 2011, BIS recorded revenue of €46.1 M and Profit Before Tax of €2.6 M.

Lorne Abony, CEO & Chairman of Mood Media Corporation, commented, “We are excited about the BIS acquisition for a number of reasons.  Firstly, the acquisition’s merits on a stand-alone basis are compelling; Mood is acquiring a well-established business with a strong market position at an attractive value. Most critically, however, we believe that BIS’s sophisticated and comprehensive installation capabilities will enable Mood to better capitalize on its tremendous visual market opportunity and grow its visual recurring revenue base more efficiently.

The acquisition is in step with Mood’s growth strategy of driving organic sales growth by enabling the enlarged group to offer an expanded range of products and services.  The integration of BIS with Mood also offers further opportunities to centralise and realise scale economies from the combined organisation.

Canada, Toronto & The Netherlands, Ridderkerk

Schneider Electric acquires M&C Energy Group

Schneider Electric has signed an agreement to acquire M&C Energy Group, a fast-growing company specialised in energy procurement and sustainability services for both multinationals and small to medium sized enterprises.

Headquartered in the Fife, Scotland, M&C provides its customers with energy procurement, compliance and performance optimization services mostly on recurring subscription basis. The company has more than 500 employees including 300 energy specialists and an international presence with 21 offices across 15 countries, particularly in Europe and Asia-Pacific.  M&C expects to generate total sales of approximately £35 million for the current year ending June 2012 with an EBITA margin above the Schneider Electric average.

In March last year Schneider Electric bought Summit Energy for total purchase price for the company is $268 million (~ € 190 million). See Fusion DigiNet article here.

Schneider Electric say that the M&C acquisition will complement the offerings and geographic presence of Summit Energy. M&C brings:

  • A strong client base of about 4,000 customers comprised of large corporations as well as a big pool of small to medium sized enterprises
  • Complementary geographical footprint, including Australia, Asia and some European locations
  • Highly experienced team specialized in services like energy procurement and risk management, regulatory analysis and compliance, performance optimization and sustainability auditing.

Chris Curtis, Schneider Electric’s Executive Vice President, Buildings Business, commented: “M&C is a bolt-on acquisition that will strongly complement Summit’s offerings, significantly enhance the Group’s position in energy management services, and accelerate our growth in countries where our presence is limited. In addition, this acquisition is totally in line with the Group’s strategy to boost services growth. The combination will allow us to connect their supply side expertise with our lead in demand side solutions and generate significant synergies.”

Mark Dickinson, CEO, M&C Energy Group commented: “Bringing M&C Energy Group and Schneider Electric together creates a global force in the energy advisory sector, providing long-term benefits to both staff and clients flowing from the combined knowledge, expertise, geographic footprint and range of products and service available.”

The completion of the transaction is subject to regulatory approvals and customary closing conditions.  The closing is expected to occur in the second quarter 2012. This acquisition is expected to be accretive on earnings per share from year 1 and to meet Schneider Electric’s Return on Capital Employed criteria in year 3.

France, Rueil-Malmaison, UK, Scotland, Fife and USA, Kentucky

Hitachi Consulting acquires sustainability consultancy PRIZIM

Hitachi Consulting, a provider of IT consulting and management consulting solutions and services, has acquired PRIZIM Inc., a management consulting firm dedicated to sustainability audit, consulting, training and managed service solutions.

‘This acquisition is an important building block in our quest to strengthen our management consulting business with high value solutions and services,’ said Phil Parr, President and CEO of Hitachi Consulting. ‘PRIZIM’s industry-leading services and high level of sustainability expertise is a great complement to our existing Environmental Sustainability Solutions. As we combine these attributes with our deep industry knowledge and strong enterprise application technology capabilities, we can look forward to expanding and deepening our client engagements.’

Headquartered in Maryland, PRIZIM is a professional services firm specialising in sustainability with approximately 45 employees. The company helps organisations seeking superior sustainability performance with a wide range of services including environmental assessment and auditing; strategy, scientific, and technical consulting services; training and facilitation; and outsourced support. PRIZIM’s clients include companies in the private sector; federal, state, and local government agencies; hospitals and universities; nonprofit organizations; and foreign governments and businesses.

Japan, Tokyo & USA, Gaithersburg, MD

Inspired Energy acquires Direct Energy Purchasing Limited and raises £1M

Inspired Energy plc, a UK energy procurement consultant to UK corporates, has entered into a conditional agreement to acquire Direct Energy Purchasing Limited (“DEP”), an energy procurement adviser to predominantly multi-site corporates, for a consideration of up to £4.0 million.  Inspired Energy has also raised £1.0 million (before expenses) through a placing of new ordinary shares.

The total consideration for the Acquisition comprises initial consideration of £2.0 million to be satisfied by a cash payment of £1.25 million and the issue of 21,428,572 ordinary shares in the capital of Inspired plus two deferred payments of up to £1.0 million each based primarily upon the financial performance of DEP in the two financial years ending 31 March 2013 and 31 March 2014.

The principal terms of the Acquisition Agreement are described in more detail below.

Inspired has raised £1.0 million (before expenses) through an oversubscribed placing by Shore Capital Stockbrokers Limited of 28,571,429 new ordinary shares of 0.125p each at a price of 3.5p per Placing Share, which will provide additional financing for the Group.

The initial cash payment in respect of the Acquisition will be funded from the Group’s existing cash resources and the Placing. The deferred consideration of up to £2.0 million is expected to be funded from existing cash resources as at completion and future cash-flows generated by the enlarged group.

Overview of DEP and the Acquisition

DEP is an energy purchasing management and consultancy business focused on providing consultancy and bureau services to multi site corporates, with specialisms in the healthcare and specialty retail sectors

The acquisition brings access to new sector verticals and increases the average size of clients across the enlarged Group’s portfolio, complementing and building on Inspired’s growth strategy

In the year ended 31 March 2011, DEP achieved revenues of c. £1.2 million and profit before tax of c. £0.7 million.  As at 31 December 2011, the contracted order book stood at c.£1.7 million. DEP currently serves 68 clients, and manages the procurement and administration of in excess of 6,000 energy meters across the UK.

DEP’s strong retention rates underpin stable revenue progression

Based in Bolton, DEP employs 18 staff and has 68 customers across the UK

Commenting on the Acquisition, Janet Thornton, Managing Director of Inspired said: “We are delighted to conclude our first acquisition since our admission to AIM in November 2011.  The acquisition of DEP complements our growth strategy, providing access to new sector specialisms as well as increasing our average size of client and geographic reach. We believe that the acquisition of DEP will benefit both Inspired and DEP. The acquisition of DEP increases the breadth of our target customer base and brings operational benefits, including increasing our supplier diversification and providing a platform for increased real time reporting.  Similarly, we believe that by becoming part of the Group, DEP’s customers can benefit from our exclusive products, increased buying power and access to our highly innovative and respected risk management team.”

UK, Kirkham, Lancashire and Bolton, Lancashire