Energy Assets Group acquires SA Gas Engineers

Energy Assets GroupEnergy Assets Group plc, a provider of I&C gas metering services in the UK, has acquired SA Gas Engineers Limited, an accredited meter asset manager and a UK expert in complex I&C gas engineering and specialist siteworks projects. 

sa_gas_logoEstablished in 1992 and based in Nottingham, SA Gas provides services both upstream and downstream of the customer’s meter. The company has a wealth of experience and expertise in all types of I&C gas related engineering projects.  In the year to 31 July 2014 SA Gas generated turnover of £2.9m.

The transaction consideration comprises an initial cash payment of £3.4m, 222,108 shares in Energy Assets Group plc, with a market value of £1m, which are subject to the sellers of SA Gas remaining with the Group during a restrictive period of two years, an earnout consideration of up to £0.5m contingent on the future profitability of SA Gas and an amount for the completion cash balance of SA Gas which will be determined on the basis of completion accounts.  The cash consideration is also subject to post-completion adjustment by reference to the actual completion working capital of SA Gas.  Cash consideration will be funded from a combination of cash reserves and existing loan facilities.  

Phil Bellamy-Lee, Chief Executive of Energy Assets, commented: “Energy Assets has built a strong relationship with SA Gas over a number of years, working together on several major projects, and I am delighted to now welcome them fully into the Group in an acquisition that represents another significant step in our growth strategy.  The strong SA Gas brand and reputation, along with the wealth of acquired expertise, will complement our existing business resulting in further improvements to the service offering and value delivered to our customers.”

UK, Livingston, West Lothian & Nottingham, Nottinghamshire

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ULS Technology acquires Legal Eye

legal-eye-logoULS Technology plc, a provider of online B2B platforms for the UK conveyancing and financial intermediary markets, has acquired Legal Eye Limited from Jaunita Gobby for an initial cash consideration of £1.1m, in addition to an agreed earn out, payable in cash, equal to two times EBITDA for the full years ending 31 March 2016 and 31 March 2017 respectively. ULS Technology expects the total consideration to be significantly below the maximum total consideration of £4.4m.

legal-eye-logoLegal Eye provides risk management and compliance consultancy services to the legal, financial and property sectors to ensure their clients comply with the regulatory framework in which they operate. 

Legal Eye Ltd was founded in May 2009 by Jaunita Gobby, who will maintain her day-to-day involvement in the business. LEL has been contracted by approximately 350 firms since May 2009 and has approximately 130 active clients, principally solicitors’, today.

The majority of LEL’s clients are on annual contracts, providing a high level of forward revenue visibility. For the 12 months ended 31 March 2014, LEL reported revenue growth of 54% to £563,729 and Profit Before Tax growth of 38% to £149,138 over the comparable period the previous year. As of 30 March 2014, Legal Eye had cash at bank of £317,776 and Net Assets of £238,108. There are no wholly owned premises or property leases.

Nigel Hoath, Chief Executive Officer, said, “As outlined at the time of its IPO, ULS has a clear strategy for growth in the UK, comprising both organic growth and acquisitions. The acquisition of Legal Eye is a very positive move for the Group and will help us accelerate our growth as Legal Eye has already earned a strong reputation in its sector. However, we believe there is a significant opportunity to accelerate its growth and we are excited about how we can help achieve this as part of the Group. ULS’ existing business will also benefit from the acquisition of Legal Eye by enabling us to place a stronger emphasis on quality and risk management as a central element of our eConveyancing value proposition.

UK, Thame, OX &

Internet Brands acquires Total Attorneys 

Internet BrandsInternet Brands has acquired Total Attorneys, a company founded in 2002 that generates online and phone leads, as well as appointment scheduling services, for small and medium sized law firm attorneys

Total Attorneys“As one of the oldest and largest legal marketing platforms, Total Attorneys helps thousands of attorneys attract and convert consumers into new clients,” said Chris Braun, General Manager of the Legal division at Internet Brands. “The company’s proven track record of helping attorneys grow their practices is an ideal fit within our Legal portfolio, which shares the same philosophy of innovation and superior customer service.”

The Total Attorneys brand will remain intact and the company will continue to operate from its Chicago headquarters.

USA, Los Angeles, CA & Chicago, IL

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Solucom acquires consulting firm Hudson & Yorke

solucom-logoSolucom, a French management and IT consulting firm, has acquired Hudson & Yorke, a consulting firm based in London. The deal will be financed entirely in cash. Further terms of the agreement were not disclosed.

Founded in 2006, Hudson & Yorke is a specialist management consultancy focused on strategic ICT advisory. Its offering includes support to clients conducting large-scale ICT sourcing programmes in the UK, Europe or globally.

The firm’s client portfolio comprises several international brands such as Barclays, BP and Zurich, as well as the Department of Energy & Climate Change.

For the current fiscal year (ending 31 March 2015), Hudson & Yorke is expecting turnover over £3.5m (roughly €4.7m) and a double-digit operating margin.

The acquisition of Hudson & Yorke offers Solucom the two-fold opportunity of gaining a foothold in a key consulting market and strengthening its client portfolio with the addition of blue chip multinationals. The merger will also enable Solucom to provide its French clients with better advice for their UK-based operations.

Commenting on the operation, Solucom Chairman, Pascal Imbert said: “The UK, and especially London, is a key market in the consulting industry. We were attracted both by the reach and standing of the Hudson & Yorke brand and the firm’s very high value-added positioning in this market. We are now eager to begin working with the Hudson & Yorke team; a collaboration which will enable us to seize some tremendous opportunities”.

Hudson & Yorke’s founding directors, Harry McDermott and Mike Newlove, will continue to lead the Hudson & Yorke business and will join the Executive Committee of Solucom.
France, Paris & UK, London

Sagentia Group acquires Oakland Innovation

Sagentia Group plc has acquired Oakland Innovation Limited, an R&D consultancy specialising in technology innovation and market intelligence for the global consumer and healthcare markets.

Founded in 1989 by Managing Director, Michael Zeitlyn, Cambridge-based Oakland employs 47 staff, of which approximately two-thirds are PhD qualified.  Michael Zeitlyn, and Jennifer Brown, Sales Director and shareholder, will remain with the business. Oakland will be integrated into Sagentia’s Technology Advisory Division.

In the year to 31 December 2014, Oakland generated revenue of approximately £3.9 million and profit before tax of approximately £0.7 million.  Net assets at completion were approximately £0.5 million including £0.7 million in cash.  These figures are all unaudited.  The total cash consideration of £5.0 million will be satisfied as to £3.6 million in cash on completion (payable out of Sagentia’s existing cash resources) and as to £1.4 million satisfied by the sale of Sagentia’s treasury shares, equivalent to 1,043,333 Sagentia shares at the average closing mid-market price of 130.7 pence on the five dealing days immediately prior to completion.  The Sagentia shares are subject to lock-in periods of between 18 months and three years.  There is no deferred consideration.

The total number of ordinary shares in issue (excluding treasury shares) following this announcement is 38,379,948.  Sagentia holds 3,682,087 shares in treasury. Following this announcement the directors of Sagentia Group plc have interests in the ordinary shares of the Company as follows:

No of shares owned

% Holding

Martyn Ratcliffe

12,512,906

32.60%

David Courtley

375,000

0.98%

UK, Cambridge

RPS Group acquires Klotz Associates for up to $24.1M

RPSlogoRPS Group plc has acquired Klotz Associates Inc. (“KAI”), a Texas based consultancy providing engineering, planning and environmental services, for a maximum consideration of US$24.1million (£15.9 million).

KlotzFounded in 1985, KAI has its headquarters in Houston and offices in Austin, San Antonio, Lufkin and Fort Worth. The company, which employs 116 staff, works primarily on projects associated with transport, water and land development, primarily to public sector clients in Texas.
Seventeen of the eighteen vendors of the business, including the founder Wayne Klotz, are remaining with RPS; the other vendor has recently retired.

In the year to 31 December 2014, KAI had revenues of US$26.2 million (£17.2 million), fee income of US$19.4 million (£12.8 million) and profit before tax of US$3.6 million (£2.4 million), after adjustment for non-recurring items. Net assets at 31 December 2014 were US$5.4 million (£3.6 million). Gross assets at 31 December 2014 were US$9.3 million (£6.1 million).
RPS is acquiring the entire share capital of KAI for a maximum total consideration of US$24.1 million (£15.9 million), all payable in cash. Consideration paid to the vendors at completion was US$16.9 million (£11.1 million). Subject to certain operational conditions being met, two further sums of US$4.8 million (£3.2 million) and US$2.4 million (£1.6 million) will be paid to the vendors on the first and second anniversaries of the transaction respectively.

Alan Hearne, Chief Executive of RPS, commented: “Klotz Associates has an excellent reputation and track record in Texas, as well as a strong management team. Its skills will complement the services RPS currently provides in the water sector.  It will also enable us to extend the range of capabilities of our business to include transport and infrastructure consulting.  We anticipate Wayne Klotz and his highly experienced team will make an important contribution to our BNE North America business, which remains a priority for investment for the RPS Board.”

UK, Abingdon, Oxfordshire & USA, Houston, TX

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Xchanging plc acquires spend analytics company Spikes Cavell

xchangingXchanging plc, a business process, procurement and technology services provider, is to acquire the spend analytics company Spikes Cavell Analytic Limited, for up to $11.5 million on a cash free, debt free basis. $6.75m will be paid on completion, and up to a further $4.75m will be payable over the next two years, subject to achieving operating performance targets.The Acquisition is expected to complete by the end of March 2015.

spikes cavellSCAL is a British company which provides spend analytics technology and services mainly to public sector institutions in the UK and higher education authorities in the USA, but also increasingly to the private sector.  Based in Newbury (UK) and Virginia (US) and with 35 employees, SCAL has around 60 lead customers, some of whom represent groups. SCAL had revenues of £1.8m for the year ended 31 March 2014.

Spend analytics is an important diagnostic tool for customer due diligence in determining spend savings and is frequently included within wider procurement engagements. Spend analytics also provides a way for measuring spend in order to manage supply chain risk and assist organisations in assessing their compliance with diversity programmes. SCAL is also pioneering analytics services that benchmark an organisation’s competitiveness against its peers.  

Ken Lever, Xchanging’s Chief Executive, commented: “Increasingly organisations are recognising the major savings that can be made by using technology to enhance their procurement strategies. Our procurement business went through a significant transformation in 2014, building on the impetus of the MM4 acquisition, made in late 2013, which brought a core technology platform. It also opened up the business to accelerated client acquisition by increasing the number of lower price point offerings. SCAL contributes to this strategy and further enhances our technology capabilities.”

UK, London & UK, Berkshire & USA, Virginia

Accenture to expand smart grid operations and energy trading and risk management services through acquisition of Structure

accenture1Accenture is to acquire Structure, a provider of consulting, system integration and customised solutions and services to energy and utilities clients. The terms of the transaction were not disclosed.

“Bringing together two very similar cultures with deep skills in the utilities and energy industries reinforces our ability to help our clients solve some of the most complex and critical challenges that lie at the heart of the digital transformation,” said Omar Abbosh, senior managing director, Accenture Resources operating group. “Structure’s capabilities in grid operations and power systems engineering, combined with Accenture’s global strengths in information technology (IT), will provide our clients with comprehensive end-to-end solutions and services to support the integration of operational technologies with IT systems, forging a path toward a smarter, more digital grid.

“This includes the deployment of advanced distribution management systems and automation solutions, as well as improved outage management and grid analytics. We also plan to combine Structure’s market operations and commodities trading services with Accenture’s capabilities in digital asset management to help our clients optimize their commercial positions.”

Founded in 1998, Structure is based in Houston. Its more than 190 employees will operate within Accenture’s Resources operating group.

The acquisition of Structure is the second for Accenture in the energy sector within a few months – in August last year it acquired Hytracc Consulting, an IT services company that provides IT consulting services to firms in the oil & gas sector. In December last year Accenture acquired Australia-based digital agency Reactive Media.

USA, Houston, TX

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Accenture Completes Acquisition of Acquity Group Posted on July 9, 2013

Communisis acquires Life Marketing Consultancy for up to £23.3M

communisisCommunication services business Communisis plc has acquired shopper marketing agency, Life Marketing Consultancy Limited.

Life’s adjusted EBITDA (on a normalised basis before non-recurring items) for the year ending 31 December 2014 is expected to be approximately £1.4 million. For the financial year ended 31 December 2013, Life generated adjusted EBITDA of £1 million on turnover of £7.0 million (£4.6 million net of recharged third-party costs). Gross assets of Life at that date were £3.6 million.

Communisis will acquire Life for an initial consideration of up to £14 million including its estimated free cash at completion of £0.7m. The initial consideration will be satisfied by the issue of a two-year, bank guaranteed promissory note of £9.3 million, £0.7 million in cash and the issue to the vendors of 7,988,015 new ordinary shares in Communisis. The new ordinary shares have a one-year restriction on sale.

Additional consideration of up to £9.3 million will be payable on the basis of Life’s future performance including its average adjusted EBITDA for the two financial years ending 31 December 2015 and 2016 and the contribution from defined synergies realised over Life’s three financial years ending 31 December 2017. The additional consideration will be satisfied in cash of up to £7.3 million and by the issue of new ordinary shares up to a value of £2.0 million.

The maximum consideration payable is £23.3 million.

Life is a research and insight-led shopper marketing agency. It’s clients are leading consumer goods groups especially in the food, drinks, technology and pharmaceutical sectors. Life has 63 permanent employees and operates from offices in Birmingham and London. The principal vendors, David Poole and Ian Humphris will join the Group in senior executive roles.

Shopper marketing focuses distinctly on understanding and influencing consumer behaviour within the shopping environment whilst also taking account of retailer strategies and requirements. It is an important component of the marketing budgets of large consumer goods brands.

Andy Blundell, Chief Executive, commented; “Life has an excellent reputation in shopper marketing. It brings new capability to Communisis, broadening our agency proposition and complementing the brand deployment services offered to our growing number of consumer goods clients. This acquisition will benefit our fastest growing and higher margin business segments.”

UK, London

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Moody’s completes acquisition of remaining stake in Copal Amba

moodysMoody’s Corporation has completed its acquisition of the remaining shares of Copal Amba and now owns 100% of the company. Moody’s announced on September 30 that it had agreed to acquire the remaining minority stake in Copal Amba.

Copal Amba“We are continuing to expand Copal Amba’s capacity and capabilities to meet the strong demand for high-quality outsourced financial research and analytics,” said Linda S. Huber, Executive Vice President and Chief Financial Officer of Moody’s. “Moody’s is committed to building on Copal Amba’s extensive expertise to advance our global efficiency while continuing to grow Moody’s overall business.”

Copal Amba’s offshore research and analytics services support a wide range of clients, from global financial institutions and Fortune 100 corporations to boutique investment banks and asset managers. It was formed through Moody’s acquisitions of Copal Partners in 2011 and Amba Investment Services in 2013. Copal Amba operates seven service delivery centers and has approximately 2,500 staff worldwide.

The acquisition of the remaining shares in Copal Amba is not expected to have an impact on Moody’s earnings per share (EPS) in 2014 and is expected to be approximately $0.04 to $0.05 accretive to Moody’s EPS in 2015. Moody’s funded the acquisition from international cash on hand. The terms of the transaction were not disclosed.

USA, New York, NY

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