Wilmington acquire Health Service Journal from Ascential for £19M

hsjWilmington plc has acquired the Health Service Journal, a health information, insight and networking business, from Ascential plc for £19m with an adjustment for working capital, payable on completion.

The acquisition is expected to complete on 31 January 2017. HSJ will sit within Wilmington’s Insight division, aligned with Wilmington Healthcare.

HSJ revenue for the 12 months ended 31 December 2016 was £10m with pro-forma contribution before Group overheads of £4.4m. Recurring revenue from subscriptions and annual events represents around 70% of total revenue. HSJ’s gross assets at 30 June 2016 were £12.8m including intangible assets. 

The management team, led by Andy Baker and Alastair McLellan, will remain with the business and are included within the circa 60 employees transferring across to Wilmington. 

HSJ’s key products are:

  • HSJ.co.uk: A UK source of proprietary content, insight, comment and analysis on the UK healthcare sector. HSJ Online has approximately 17,000 users and is sold on an individual and corporate subscription basis. 
  • HSJ Intelligence: a digital data subscription product with approximately 20,000 data points, which was launched in 2014. It has 115 enterprise customers from across the healthcare industry.  
  • HSJ Events: 11 annual networking events including awards, large scale conferences and summits and the Health Service Journal Awards event. 
  • HSJ Marketing Services: targeted marketing solutions for the healthcare industry and a legacy digital recruitment offering.

Commenting on the acquisition Pedro Ros, Chief Executive of Wilmington plc, said: 

“I am pleased to be announcing this acquisition of Health Service Journal, which represents an exciting opportunity for Wilmington to acquire a brand of exceptional status in the UK Healthcare market, a primary source of critical information and insight to senior management and decision-makers in the NHS and wider healthcare sector.

UK, London

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Pageant Media acquires Hedge Fund Intelligence from Euromoney

pageant-mediaPageant Media, the business information specialist has acquired Hedge Fund Intelligence from Euromoney Institutional Investor. The terms of the deal were not disclosed. Hedge Fund Intelligence provides a series of business information, data and workflow products – including EuroHedge and AsiaHedge – and global events, which provide a 360-degree view of the hedge fund world.

Pageant Media is one of the financial sector’s fastest growing providers of intelligence and insight. The company, founded in 1998, provides membership services offering senior professionals – across a range of industries, including hedge funds, mutual funds and real estate – exposure to market leading news and analysis, data and events.

This acquisition provides Pageant Media with a series of synergies and brand extension opportunities for its existing market-leading hedge fund brand, HFM, and will increase the company’s scale and reach in the global hedge fund space.

Commenting on today’s announcement, Charlie Kerr, Chief Executive of Pageant Media, said: “This latest deal will enable to Pageant Media significantly to enhance its business information offering to the hedge fund industry. As with the recent acquisition of II Searches, we look forward to integrating these brands into our business and evolving their digital offering. These products will also benefit from Pageant’s belief in strong content, user engagement and creating a membership model that delivers real value.”

Staff from both the UK and US will join Pageant Media’s London and New York offices.

UK, London & USA, New York

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A FUSION DEAL: Imbibe Media Limited sold to Reed Exhibitions

img_3849Imbibe Media Limited, the organisation behind Imbibe Live, the Imbibe media platforms, and the successful annual Sommelier Wine Awards, has been sold to Reed Exhibitions, part of RELX Group. The Fusion team was led by Paul Kelly, Director at Fusion. The terms of the deals were not disclosed.

Following the hugely successful launch of Imbibe magazine in 2007,  Imbibe Live was launched in 2010 and quickly established itself as the UK’s leading B2B exhibition focused on the complete range of on-trade drinks – from spirits, wines, beers and ciders, to cocktails, tea, coffee, waters and other associated products. The 2016 edition was held on 4-5 July and played host to more than 250 exhibiting companies from across the on-trade industry, attracting almost 12,000 industry attendees from across the UK. The event will complement Reed Exhibitions’ German on-trade drinks event, Bar Convent Berlin (BCB).

Richard Mortimore, Chief Executive Officer, Reed Exhibitions UK, said: “Imbibe Live, together with its media platforms, has established itself as the UK’s leading event and voice for the on-trade with an unparalleled reputation for delivering quality and innovation to the £10.6bn on-trade industry. We are delighted to be welcoming the Imbibe team to Reed Exhibitions and looking forward to taking its events and media to even greater heights.”

Simon White, Co-founder of Imbibe Media, commented: “The UK hospitality industry is the most creative and exciting in the world. Through all its events and media, Imbibe is at the centre of this dynamic industry. We are thrilled that Reed Exhibitions shares our passion for the sector and our vision for the future. Joining the world’s leading event company will enable Imbibe to develop faster and thus reach, educate and inspire a greater number of on-trade professionals. It will also give way more oxygen to the wonderful brands and services that help make this constantly evolving sector what it is. These are exciting times for both Imbibe and the on-trade – let’s face it, who gets bored of being asked out to a great restaurant or bar?”

Darren Johnson, B2B Divisional Director, Reed Exhibitions UK will oversee the new events. The next edition of Imbibe Live will take place at Olympia, London, on 3-4 July 2017.

The Fusion Team has completed over 100 UK and cross border for its private, corporate and private equity clients, Fusion Corporate Partners is a sector specialist corporate finance advisory firm specialising in the sale of middle-market companies with transactional values ranging from £5 million to over £100 million.

UK, London

Recent Fusion transactions include:

Exhibitions & Conferences

Media & Business Information

Business Support Services and Energy & Environmental Services

Healthcare

Broadcast

Time Out Group acquires YPlan

Time Out Group plc has acquired Leanworks Limited (YPlan). London-based YPlan is the “mobile-first” events discovery and booking platform. It offers a mix of event tickets on its app and website allowing people to discover and book things to do in the city. Combined with Time Out’s curated content, this addition will enable the Company’s monthly global audience of 137 million to discover, book and share what the world’s cities have to offer.

Since its foundation in 2012, YPlan has invested heavily in the development of an award-winning e-commerce platform and associated software for the events industry as well as in customer acquisition marketing. As a result, in the year to 31 December 2015, being its last full financial year, YPlan generated a pre-tax loss of £6.2m. Subsequent reductions in its cost base have materially reduced losses in the current year.  Consequently, the transaction is expected to be mildly dilutive to Time Out’s earnings in the current financial year and broadly neutral in 2017.

Julio Bruno, CEO of Time Out Group plc, commented: “Developing e-commerce and monetising our audience is an important element of our ambitious growth strategy. We acquired YPlan because its advanced technology will significantly accelerate this strategy. It will enable us to offer our large audience more online booking opportunities, whilst improving the user experience.”

The consideration will be payable in Time Out ordinary shares. 1,166,644 shares will be issued and payable on completion with a value of £1.6 million based on a share price of £1.393. A deferred issue of ordinary shares with a value of up to £0.8 million is also payable 12 months after completion subject to no warranty claims being made.

UK, London

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Ascentual acquires One Click Retail

ascentialAscential plc, the  business-to-business media company has acquired US-based e-commerce analytics provider Oneclickretail.com LLC for an initial cash consideration of $44 million plus future earn outs.  

Future earn outs, based on multiples of adjusted EBITDA, are payable in the four years 2016 to 2019  in cash or, for certain elements, shares at Ascential’s option.  A portion of the earn-out payments is also subject to founders remaining in employment with the company.  The total aggregate consideration, including initial consideration and earn out payments, is capped at $225 million in the event that stretching profit targets are reached. The transaction is expected to complete on 31 August 2016.

one-clickOne Click Retail provides data analytics to help brands optimise their eCommerce activities.  Customers include Procter & Gamble, HP, Unilever, Hamilton Beach, Nestle and Panasonic.  Revenue is generated predominantly through recurring annual subscriptions to the company’s Dashboard product which provides insights to help customers drive sales through Amazon and other eCommerce retailers.  The insights focus on product market share, its drivers, and the actions that can be taken to increase sales.

 One Click Retail had revenue of $4.9 million and Adjusted EBITDA of $3.4 million for the twelve month period ending December 2015, with a year-on-year growth of 59% and 78% respectively.  Gross assets at December 2015 amounted to $0.8 million.  Annualised subscription contract value stood at $10.1 million as of July 2016.

Duncan Painter, Chief Executive Officer of Accentual said, “We are delighted to welcome One Click Retail and Spencer and his team to Ascential.  It is a quality business that we have been tracking for some time in an exciting part of the retail vertical.  As a high-growth, globally scalable subscription information service product, One Click Retail fits with Ascential’s strategy of owning scalable, global market-leading products and we look forward to helping its talented management team to accelerate its growth.”

The company was founded in 2013 by former Amazon and Walmart executive Spencer Millerberg, and is based in Salt Lake City, Utah, USA.

UK, London & USA, Salt Lake City, UT

Informa acquires Penton, the US- based Exhibitions and Information Services group, for £1.2bn.

Informa, the Business Intelligence, Exhibitions, Events and Academic Publishing Group, is to acquire Penton, the independent US- based Exhibitions and Professional Information Services group, from MidOcean Partners and Wasserstein & Co for £1.18bn.

The Acquisition will be funded through a combination of new debt and equity, including a fully underwritten rights issue of one Rights Issue Shares at 441 pence each for every four Existing Informa Shares to raise £715m. The Sellers will receive £1,105m consideration in cash and £76m in new Informa equity with a holding period of up to one year. Within this, £6m is to be paid to the management of Penton who own shares in the New York-based Group.

Based on Penton’s results for the 12 months ended 30 June 20161, the Board consider that these results imply a trailing acquisition multiple of approximately 11x adjusted EBITDA.

The acquisition will create one of the world’s largest owner/operators of Exhibitions, Events and Conferences. On completion, Informa’s US business will account for 47% of annual pro-forma revenues. It will also mean that less than 10pc of Informa’s revenue will be earned in the UK.

Penton’s portfolio of around 30 Exhibitions includes brands in Natural Products & Food (Natural Products Expo), Agriculture (Farm Progress), TMT (IWCE), Infrastructure (WasteExpo) and Transportation (MRO Event Portfolio).

Additionally, Penton has more than 20 digital subscription data Brands in verticals including Infrastructure (Equipment Watch), Transportation (Aviation Week Intelligence Network) and Design & Manufacturing (SourceESB), and a portfolio of 100+ print and digital B2B insight products .

informa-carterStephen A. Carter, Group Chief Executive, said: “Today we are announcing continued progress on our Growth Acceleration Plan with the proposed addition of Penton Information Services. This combination will further strengthen our capabilities in Global Exhibitions and Business Intelligence and extend our US presence.”

ACQUISITION TIMETABLE

The acquisition is expected to complete by early November.

15 September 2016

Announcement date

15 September 2016

Posting of Circular to shareholders and Prospectus published

10 October 2016

General Meeting for Shareholders

11 October 2016

Admission of Rights Issue Shares and dealings in Nil Paid Rights on the London Stock Exchange

26 October 2016

Results of Rights Issue announced

26 October 2016

Dealings in Rights Issue Shares, fully paid, commence on the London Stock Exchange

November 2016

Expected date of completion

Future plc to acquire Imagine Publishing for£14.2M

FutureFuture plc is to acquire Miura (Holdings) Ltd, the parent company of Imagine Publishing Limited in an all share deal deal valuing the company at £14.2 million.

Imagine’s portfolio includes 19 magazines, around 300 annual bookazines and a complementary web presence. The company publish in four key markets – technology, photography, video games and science. Titles include include All About History, Digital Photographer, World of Animals, GamesTM, Retro Gamer, Nowgamer.com, X-ONE, Play, For Beginners and SciFiNow.

The company was formed with private funds in 2005 by Damian Butt, Steven Boyd and Mark Kendrick. All were former directors of publishing companies.

Imagine Publishing2Imagine is expected to report revenue of £16.4m for year to 31 March 2016, with EBITA of £3.1m, margin of 19% and cash generated from operations of £3.4m

Upon completion of the Acquisition, the vendors of Imagine will own, in aggregate, c.32.8% of Future’s enlarged issued share capital

Zillah Byng-Thorne, Future plc Chief Executive said, “This is a unique opportunity to acquire a market leading knowledge, science and technology content business which will complement and expand our capabilities.

Future’s share price jumped eight per cent to 8.5p after the deal was announced.

UK, Bath & Bournemouth

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Microsoft to acquire LinkedIn for $26.2 billion

LinkedIn acquisitionMicrosoft Corp. is to acquire LinkedIn for $196 per share in an all-cash transaction valued at $26.2 billion, inclusive of LinkedIn’s net cash. A large premium over the company’s recent public valuation.

In their announcement, Microsoft said LinkedIn will retain its distinct brand, culture and independence.

Jeff Weiner will remain CEO of LinkedIn, reporting to Satya Nadella, CEO of Microsoft. Reid Hoffman, chairman of the board, co-founder and controlling shareholder of LinkedIn, and Weiner both fully support this transaction. The transaction is expected to close this calendar year.

USA, Redmond, WA & Mountain View, CA

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UBM divests electronics media portfolio

UBMUBM plc has sold its electronics media portfolio to the distributor Arrow Electronics Inc. for $23.5 million in cash.

The portfolio comprises the US and Asian versions of EE Times, EDN, ESM, Embedded, EBN, TechOnline and Datasheets.com.  In 2015 these assets generated revenues of $19 million. $16 million from online and $3 million from print.  The sale is subject to customary closing conditions and regulatory clearance in China.

Tim Cobbold, CEO of UBM plc, said: “In line with our ‘Events First’ strategy this transaction further improves the alignment between our portfolio of Events and Other Marketing Services.”

UK, London & USA, New York, NY

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Sovrn acquires UK advertising technology OnScroll

sovrnSovrn Holdings, Inc.has acquired UK-based online advertising technology company OnScroll. The terms of the deal were not disclosed.

The acquisition brings to Sovrn OnScroll’s in-view ad technology as well as international expansion with an experienced London based team.

onscrollPublishers using OnScroll are able to provide advertising inventory that is viewable while the reader is actively engaged. They are also able to measure and respond to user engagement time. Buyers can utilise their specific viewability requirements.

The OnScroll team has a substantial base of professional publishers in the UK and will instantly provide Sovrn a large European market. OnScroll co-founder Andy Evans will lead Sovrn’s team in the UK and Europe as Managing Director. Co-founder Babac Vafaey will assume the role of Vice-President of Business Operations for the UK and Europe.

“With this deal, Sovrn gains an incredibly smart and dedicated group of people committed to helping publishers capture more value from the attention they create,” said Walter Knapp, CEO of Sovrn. “Andy, Babac, and the entire OnScroll team have created a fantastic product and perhaps even more importantly they are 100% culturally aligned to our mission of helping professional publishers succeed.”

Sovrn will integrate the OnScroll technology into the its Meridian platform so all publishers can access OnScroll technology for display, video and mobile advertising inventory as well as reporting on active reader engagement.

USA, Boulder, CO & UK, London