Informa, the international B2B markets, knowledge services and business intelligence group has agreed to divest Pharma Intelligence, the largest business within its Informa Intelligence division, to Warburg Pincus for £1.9bn, while separately commencing a share buyback.
Pharma Intelligence is a provider of specialist intelligence and data for Clinical Trials, Drug Development and Regulatory Compliance. In 2020, this business accounted for approximately 40% of Informa Intelligence reported divisional revenues of £305m and c.50% of reported divisional adjusted operating profit of £103m.
The last reported Profit Before Tax of Pharma Intelligence was £55.3m for the year ended 31 December 2020 and the last statement of Gross Assets was £479.9m, as at 30 June 2021.
The agreement with Warburg Pincus, values Pharma Intelligence at £1.9bn, equating to an EV/EBITDA multiple based on 2020 reported figures or 2021 expected outcomes.
Under the agreement, 85% of equity value will be realised immediately, equating to c.£1.7bn in cash, pre-tax, with Informa retaining a c.15% shareholding in the business going forward. This c.15% equity interest ranks pari passu with Warburg Pincus’ equity and includes customary rights in the event of a sale of the business.
The sale is expected to complete by early June subject to relevant regulatory clearances.
Adarsh Sarma, Co-Head of Europe, Warburg Pincus LLC said:
“We are delighted to be the partner of choice for Informa and to have the opportunity to acquire Pharma Intelligence with its operating management team. Pharma Intelligence plays a critical role in supporting and maintaining the ecosystem that surrounds clinical trials, drug development and regulatory compliance, and we intend to invest and significantly grow the business and its product offerings. We are also pleased to be working again with Jay Nadler, who we worked with at MLM Information Services and Interactive Data Corp and he was previously CEO of Clarivate. He will also be joining the Board of the newly separated company.”
Stephen A. Carter, Group Chief Executive, Informa PLC, commented:
“We received significant interest in the Pharma Intelligence business. We are delighted to partner with Warburg Pincus and share their view on its future growth potential, hence, we welcomed an agreement that represented value today and growth and value tomorrow.”
Share Buyback Programme
The group has previously announced its intention to return a proportion of the proceeds from the divestment of Informa Intelligence to shareholders. Following the sale agreement for the Pharma Intelligence business, Informa has entered into an arrangement with its broker, Merrill Lynch International (BofA Securities), to purchase on its behalf and within certain pre-set parameters, ordinary shares of 0.1 pence each in the Company, with the intention to cancel those shares purchased.
The programme will commence with immediate effect and run through to the AGM in June, including through the Company’s close period (30 days from 13 February to 14 March 2022). The maximum amount allocated to the initial tranche of the buyback programme will be £100m. The share buyback programme will take place in accordance with the Company’s current approved buyback authorities and be effected in accordance with Chapter 12 of the FCA’s Listing Rules. The maximum number of ordinary shares that may be repurchased under those authorities is 150,311,000.
Informa will report its 2021 Full Year Results on 15 March 2022. Ahead of this, Group has reported that it expects to report trading in 2021 in line with guidance of £1.8bn± Group Revenue and £375m± of Adjusted Operating Profit. Free cash flow is expected to be ahead of previous guidance of £325m+.