Tarsus Group plc acquires South Beach Symposium

TarsusTarsus Group plc, the business-to-business media group, is to acquire 100% of the assets of the South Beach Symposium from SBS Medical Education LLC for $6.4 million. $5.5 million is payable on completion and deferred payments made to be made through to 2018 of US$0.9 million. For the year ended 31 December 2013, the SBS assets recorded unaudited profit before tax of approximately US$0.8 million.

SBS is an educational event for Dermatologists, Plastic Surgeons and other physicians. It takes place annually in Miami and the next edition will be held in February 2015. Founder Mark Nestor, M.D., Ph.D. will continue to lead SBS after its acquisition and is contracted through to the 2017 event.

The Acquisition also includes the purchase of SBS’s planned online education business “Dermatology Education Online” which will take both the existing medical education content of the event as well as new educational and promotional material and make it available to a wider audience online. Consideration for the online education business is payable in 2018 with reference to the profits of that business in 2017. The maximum consideration for the SBS online education business is set at US$20 million.

Earlier this year Tarsus acquired the Cardiometabolic Health Congress, a cardiovascular-focused event which takes place annually in Boston.

Douglas Emslie, Tarsus Group Managing Director, said: “The acquisition of SBS is another key step in the transitioning of the Group’s medical business and the implementation of the “Quickening the Pace” strategy. As we focus on taking preventative medicine into the mainstream medical market, the acquisition of SBS compliments the launch of MMI and the earlier acquisition of CMHC. These initiatives will accelerate our progress and provide a strong platform for growth”.

UK, London & USA, Miami, FL

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Euromoney to acquire a strategic shareholding in Dealogic: Sells Capital DATA and Capital NET

dealogic_logoEuromoney Institutional Investor PLC, the international online information and events group, is acquiring a 15.5% equity stake in a company (“New Dealogic”) incorporated by The Carlyle Group to acquire Dealogic Holdings plc alongside Carlyle and Dealogic’s founders. Dealogic’s long-serving CEO Tom Fleming will continue in his leadership role.

Dealogic is a data platform primarily used by global and regional investment banks worldwide to help optimise performance and improve competitiveness. Dealogic provides data and analytics, market intelligence and capital markets software solutions to investment banks to help them manage their workflows, assist with deal origination and execution, and optimise productivity across their equity capital markets, fixed income, investment banking and research, sales and trading businesses.

Euromoney is acquiring 15.5% of the equity of New Dealogic for $59.2 million. For the year to December 31, 2013, Dealogic achieved adjusted earnings before interest, depreciation and amortisation of $66.7 million on $152.3 million of revenues, and at that date had gross assets of $127.7 million. As part of the transaction, Euromoney will be entitled to a seat on the New Dealogic board and to 20% of the voting rights in respect of New Dealogic’s equity; it will be able to influence the strategic decision making of New Dealogic through a comprehensive set of minority rights. Carlyle will be the controlling shareholder in New Dealogic. The transaction will be structured as a leveraged buyout by New Dealogic.In addition, Euromoney will have the ability to invest pari passu with Carlyle in any acquisitions that New Dealogic may pursue over the coming years.

Euromoney’s investment will be funded through the sale of its interests in two businesses, Capital DATA and Capital NET, which Dealogic and Euromoney have jointly operated since the 1980s. The transaction values Euromoney’s participation in these two businesses at $85 million. In addition to the $59.2 million of ordinary shares in New Dealogic, Euromoney will receive $4.6 million in cash on completion and a further $21.2 million of zero-coupon preference shares issued by New Dealogic and redeemable within 13 months from completion. As part of the agreement, Euromoney will continue to receive and use (on a perpetual royalty-free basis) the league tables and data analytics products underpinning its GlobalCapital business. New Dealogic and Euromoney will explore further strategic and commercial opportunities, including sharing of content management systems and joint product development for specific customer groups.

For the year to September 30, 2013, Euromoney’s subscription revenues and adjusted operating profits included licence fees of £5.4 million from its investment in Capital DATA. For the same period, Euromoney recognised a profit after tax of £0.3m from its 48.4% equity interest in Capital NET. For the year to September 30, 2015, the transaction as a whole is expected to dilute Euromoney’s after tax earnings by approximately 2%. The transaction is subject to regulatory approval and expected to complete by the end of December 2014.

Under the terms of the transaction, Euromoney has agreed to cap the consideration it may receive on a possible future sale of its investment in Dealogic at 24.9% of its market capitalisation at the close of business immediately prior to this announcement.

“The financial technology and data analytics sectors are enjoying healthy growth rates. Dealogic is a market leader in this space. It has robust workflow solutions and a highly respected brand. As testament to these strengths, Dealogic has achieved strong revenue growth during the past three years despite the challenging markets the global investment banks have faced,” said Richard Ensor, chairman of Euromoney. “Our relationship with Dealogic and its founders goes back to the 1980s. We are pleased to cement this important partnership under a new corporate structure. Carlyle is one of the largest and most respected private equity managers worldwide. We believe that by combining our expertise, market access and resources the shareholders of Dealogic will be able to achieve substantial value creation over the coming years.”

UK, London

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UBM agrees to acquire Advanstar for $972M

UBM
UPDATE November 6, 2014: A copy of the prospectus dated 6 November 2014 relating to the Rights Issue associated with UBM’s proposed Acquisition of VSS-AHC Consolidated Holdings Corp. (Advanstar Communications) is available here. It can also be read at www.morningstar.co.uk/uk/NSM.

ORIGINAL ARTICLE October 3, 2014: UBM has agreed to buy Advanstar Communications for $972 million (£599 million) in cash.

Advanstar’s CEO, Joe Loggia, will continue to manage the Advanstar business within UBM and will report directly to UBM CEO Tim Cobbold for a transitional period.

UBM will launch a new financing package to pay for the deal comprising of a $914 million (£563 million) Rights Issue and a new US$100 million UBM bridge facility.

advanstar“This is a great acquisition for UBM and its shareholders.” Commented Tim Cobbold, Chief Executive Officer of UBM, “In addition to being financially attractive, it strengthens UBM’s core events business while balancing and complementing UBM’s strong events portfolio in emerging markets. UBM will become the largest events organiser in the US – the biggest events market in the world. Advanstar gives UBM a portfolio of high quality, large scale `must-attend’ events which serve growing markets, particularly the US fashion industry, a new vertical for UBM.”

The Wall Street Journalist is reporting that some analysts have speculated UBM will sell its news release business PR Newswire, which would turn UBM into a company almost fully focused on events.

Previous Fusion DigiNet reporting

UK, London & USA, Santa Monica, CA

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UBM in advanced talks to acquire Advanstar

UBMUBM is in advanced talks to acquire Advanstar. Reuters is reporting that UBM are paying around $900M for the privately held U.S. trade show organiser.

Advanstar generates roughly $95 million in earnings before interest, taxes, depreciation and amortisation. It has has a portfolio of 54 trade shows, 100 conferences, 30 publications, and almost 200 electronic products and Web sites, as well as educational and direct marketing products and services. Advanstar has approximately 600 employees and currently operates from multiple offices in North America and Europe.

A UBM statement confirming the talks said, “UBM plc notes recent market speculation concerning a potential acquisition of advanstarAdvanstar by UBM. UBM confirms that it is involved in discussions which may, or may not, lead to a transaction. A further announcement will be made in due course, if appropriate.”

This would be the first large acquisition for UBM under its new CEO Tim Cobbold, who started at the company earlier this year after leaving British banknote printer De La Rue.

UK, London & USA, Santa Monica, CA

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IHS acquires PCI Acrylonitrile, a U.K.-based chemical market advisory service

ihs_logo_mpIHS Inc. has acquired PCI Acrylonitrile, a provider of chemical market insight and consulting services for the global acrylonitrile and derivatives industry.

Based in the U.K., PCI Acrylonitrile publishes the Acrylonitrile Market Report, a monthly report focused on the global acrylonitrile industry and its derivatives. Led by Simon Garmston, founder of PCI Acrylonitrile, the company also provides annual market analysis as well as consulting services and hosts a key industry event focused on the acrylonitrile sector.

“The acquisition of PCI Acrylonitrile is a tremendous addition to our industry-leading chemical market advisory service covering the fibers and plastics businesses,” said Scott Key, IHS president and CEO. “The acrylonitrile analysis, combined with our IHS Chemical olefin, propylene market and special reports coverage, as well as the upstream market coverage we deliver at IHS, will provide unparalleled integrated analysis that is essential to our customers. We are excited to welcome Simon Garmston, who is recognized globally for his expertise in this highly specialized, but strategically important and growing chemical market.”

Acrylonitrile is an essential component for the production of fibers and polyacrylonitrile (PAN), a versatile, high-strength polymer (plastic) resin used to produce a variety of products in both civilian and military applications. PAN fibers are used to manufacture clothing and other ‘acrylic-based’ products. Additionally, PAN is used to produce high-quality carbon fibers, which are essential to high-tech communications infrastructure and production of aircraft, filtration systems, missiles, industrial and technology components, as well as numerous consumer goods.

USA, Englewood, CO & UK, London

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UBM acquires cruise and maritime media business Seatrade Communications

UBM plc Michael Duck Chris HaymanUBM has acquired Seatrade Communications Ltd.  Seatrade is a brand serving the international cruise and maritime community.  Its publications, events, management training, award schemes and websites cover all aspects of cruise and maritime activity. The terms of the deal were not disclosed.

Seatrade’s cruise sector events include Seatrade Latin America Cruise Convention and Seatrade Middle East Cruise Forum, supported by Seatrade Cruise Review and the online portal Seatrade Insider. General Maritime events include Sea Asia in Singapore and Seatrade Middle East Maritime in Dubai, supported by the online Seatrade Global portal and Seatrade Magazine. In the Offshore Marine space it organises Seatrade Offshore Marine and Workboats Middle East in Abu Dhabi.

UBM’s events in the sector include Cruise Shipping Miami, Marintec China and Sea Japan.

Seatrade has been led by its Executive Chairman and owner Chris Hayman since 2003. Hayman will remain with the business as Chairman, ensuring continuity of relationships, content and strategic guidance. The business will remain headquartered in Colchester, UK, with its offices in DubaiSingapore and China continuing to drive growth in these regions.

Michael Duck, UBM’s Global Maritime Director and Executive Vice President of UBM Asia said:

“We have enjoyed a successful partnership with Seatrade for many years, and are delighted to now bring UBM and Seatrade together as one business to better serve our community of customers, delegates and readers across the maritime world. The unified portfolio and management structure will create a simplified, coherent and stronger global offering for our clients. From both a company and personal perspective, I am delighted that Chris Hayman – who is widely known and respected throughout the maritime industry – will be staying with the business. We look forward to working with him and the world class teams at both UBM and Seatrade over the coming years.”

UK, London & Colchester, Essex

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UBM results for the six months ended 30 June 2014

Highlights

  • Reported revenue of £361.0m (H1 2013: £391.8m), down 7.9%; broadly flat at constant currency (0.3%), with underlying growth of 2.0%
  • Adjusted operating profit up 8.7% to £87.4m (H1 2013: £80.4m), margins up by 3.7%pts, driven largely by non-recurring gains of £11.0m
  • Events underlying revenue growth of 4.8%(2), led by Emerging Markets with operating margins up 0.4%pts to 28.8% (H1 2013: 28.4%)
  • Other Marketing Services adjusted operating profit up to £4.4m (H1 2013: £3.6m) on reduced revenue of £48.5m (H1 2013: £66.4m)
  • PR Newswire revenue up 2.6% (underlying) at £98.3m (H1 2013: £105.0m) at an operating margin of 22.8% (H1 2013: 22.4%)
  • Adjusted diluted EPS up 12.1% to 24.0p (H1 2013: 21.4p)
  • Interim dividend of 6.8p (H1 2013: 6.7p) up 1.5%, in line with policy
  • Net Debt up at £452.1m (2013: £443.4m); Net Debt/EBITDA steady at 2.2x (2013: 2.2x)

Tim Cobbold, Chief Executive Officer, commented:

“UBM has had a solid first half and remains on track to meet expectations for the full year. Although the reported performance was adversely impacted by currency headwinds, the Group performed well with good underlying revenue growth in both the Events and PR Newswire businesses and with higher operating margins in each of the three businesses.”

During my first three months as UBM’s CEO I completed the first stage of my review of the business. We will host a Capital Markets Day late in the year to present the plan for UBM’s future development.”

Read the full announcement here.

UK, London

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Euromoney acquires Investing in African Mining Indaba for £45.3M

investing in miningEuromoney has acquired the Mining Investment Events Division of US-based Summit Professional Networks for £45.3 million, funded from Euromoney’s existing committed borrowing facilities.

The acquisition is expected to be earnings enhancing for the financial year to September 30, 2015, the first year the event will be run under Euromoney’s ownership.   However, due to the timing of the conference, the acquisition is expected to reduce Euromoney’s adjusted operating profits for the year to September 30, 2014 by approximately £1 million. The business achieved an adjusted EBITDA (before allocation of Summit central costs) of £6.2 million for the year to June 30, 2014, and the gross assets were £1.7 million at June 30, 2014, according to the division’s pro-forma management accounts. The transaction gives the group access to an extended international customer base of upstream and downstream commodity providers, traders, asset managers, alternative investors and African government ministries.

Euromoney logoThe principal asset being acquired is the leading investment forum and trade event for African mining, the Investing in African Mining Indaba. Set up 20 years ago, Mining Indaba is an annual professional conference dedicated to the investment in, and development of, mining interests in Africa. It is the world’s largest mining investment forum and Africa’s largest mining event.  It takes place every February in Cape Town, South Africa, and attracts over 7000 of the most internationally-diversified and influential professionals in African mining. Senior Vice-President and Managing Director, Jonathan Moore, will join Euromoney and run the business from Euromoney’s New York office.

Euromoney already has a strong presence in the commodities markets and with investors, in particular through its Metal Bulletin and Institutional Investor brands. The acquisition provides Euromoney with an excellent opportunity to expand its position in these markets. The overlap with Euromoney’s existing portfolio of online publishing activities and investment conferences will allow Euromoney to develop and grow Mining Indaba as well as position it to capitalise on an upturn in the $1.2 trillion global metals and mining sector.

UK, London & USA, New York & South Africa, Cape Town

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Felix Dennis 1947 – 2014

Felix DennisFelix Dennis, the magazine publisher, poet, entrepreneur and philanthropist has died at his home in Dorsington, Warwickshire, aged 67. He was diagnosed with cancer in 2012.  The family announcement said he died peacefully surrounded by his loved ones on Sunday.

“We are deeply saddened to announce that Felix Dennis passed away yesterday surrounded by his loved ones. After a long and painful battle with cancer, Felix died peacefully at his home in Dorsington, aged 67.”

“Felix was a publishing legend, famed for his maverick and entrepreneurial style and, more lately, a successful and much loved poet. He will be greatly missed.”

“Thank you to the support and kindness of those who share our feelings for Felix, and we ask that you respect our privacy during our time of grief.”

Felix Dennis’s  company, Dennis Publishing, pioneered computer and hobbyist magazine publishing in the United Kingdom. Famously, he was co-editor of Oz, which led to him being one of the “Oz three” defendants eventually found not guilty following the 1971 Old Bailey obscenity trial about the title’s content. In 1987, he co-founded MicroWarehouse, with Peter Godfrey and Bob Bartner, a company that pioneered direct IT marketing via high quality catalogues.  It was sold to a private investment group in January 2000. This created the bulk of Dennis’ personal wealth.

UK, Warwickshire

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ITE acquires 50% of DUBM in Indonesia

ITEInternational trade exhibitions and conferences group ITE Group, is acquiring 50% of the shares in PT Debindo Unggul Buana Makmur (“DUBM”) from a group of three private individuals. The acquisition is subject to the approval of the Indonesian Investment Coordinating Board. This is anticipated to be received within two months.

The Sellers, who are the original founders of the business, will retain the remaining 50% of the shares and will continue to manage the business.

DUBM owns the Indobuildtech exhibitions which serve the building and construction industries in Indonesia and the surrounding region. The largest event is held in Jakarta in June each year and is the leading event of its kind in Indonesia. The 2013 exhibition was the 11th edition which sold approximately 12,000m2 net and was attended by over 33,000 professional visitors. The upcoming event opens in the Jakarta Convention Centre on 11th June 2014. In addition, satellite events are held in Surabaya, Bandung, Makassar and Bali.

Commenting on the acquisition, ITE’s Chief Executive Officer, Russell Taylor, said: “Indobuildtech is the leading building exhibition in Indonesia. The addition of this exhibition to ITE’s Build portfolio is consistent with our strategy of building market leading positions in core markets and sectors. The building industry is a growth sector in developing markets and with this complementary acquisition, ITE will leverage its international exhibition expertise to develop further its position and benefit from a strengthened portfolio within this sector.”

UK, London

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