A Fusion Deal: Wilmington Group acquires NHiS

February 11, 2013 — Fusion DigiNet

nhis_logo_greyFusion Corporate Partners are pleased to announce the acquisition of NHiS Limited by Wilmington Group plc. Fusion acted exclusively for the shareholders of NHiS Limited. The Fusion team responsible for the transaction were led by Mark Eisenstadt.

Wilmington Group will pay an initial cash consideration of £5.6m and a further deferred consideration of up to £3.75m subject to the Business achieving targets for the growth in underlying profit. 

The deferred consideration will be satisfied by issuing of up to 1.5m new Wilmington Group plc shares in October 2016 dependent interwilmington-logo alia upon NHiS’s audited future earnings for the years ended 30th June 2015 and 30th June 2016. The Business was acquired with cash of £0.6m and the initial consideration will be financed out of the Group’s existing £65m debt facility.

The existing executive management team led by Nick Merryfield, the founding Managing Director, and Paul Midgley will remain with the business and they, along with five other individuals, comprise the vendors of the Business.

Nick Merryfield, talking about the process said, “I must thank Fusion for orchestrating the sale process professionally and with great skill. As a leading provider of business intelligence, data analysis, workflow tools and other services to pharmaceutical companies in the UK we wanted to work with an M&A house that understood our business and the marketplace. Mark was our point man and was key in engineering a successful outcome.”

 

NHiS has been in operation since 2007 and is a leading provider of business intelligence, data analysis, workflow tools and other services to pharmaceutical companies in the UK. Around 40% of its revenue is derived from subscriptions and the business has enjoyed high overall renewal rates as defined by customer spend in excess of 90%. Over 75% of NHiS revenue is delivered digitally.

The Business will form part of the Wilmington Healthcare Division and will work closely with the highly complementary Binley’s Healthcare Information business.

NHiS’s last annual results to March 2012, showed revenue of £1.8m, up 45% from the prior year and profits before tax and nonrecurring costs of £0.8m. The Business has seen a strong start to the year and turnover for the first nine months increased by 20%. Deferred income as 31st December 2012 was up 50% on 31st December 2011. Gross Assets at 31st March 2012 were £1.6m. 

Charlie Brady, Chief Executive of Wilmington Group, said;

“NHiS is an innovative business that has built up a major business intelligence and technology capability in a complementary area where our own Binleys Healthcare Information continues to see good growth potential. The Business will benefit from being part of a larger group with the infrastructure and resources of Binleys. We are particularly pleased that the existing highly experienced management team are joining the Wilmington Group and look forward to working with them as they continue to develop NHiS”. 

UK, London & Nottingham

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Vitesse Media plc – trading update

February 7, 2013 — Fusion DigiNet

vitessemedia

Vitesse Media Plc, the AIM-quoted media business, has issued a trading update ahead of the announcement of its full year audited results to 31 January 2013.

 

The announcement is as follows:

The Company’s performance in the second half of the year improved, with the trading loss in the second half reducing considerably, both against the first half of the financial year and the corresponding period of the previous financial year.

Turning points have been reached in some of our key product titles. GrowthBusiness.co.uk, which was re-launched early in 2012, delivered like-for-like revenue increases in the final quarter of 13 per cent., compared to the same period the previous year.  WhatInvestment.co.uk, which was re-launched just before Christmas 2012, saw traffic increase 40 per cent. in January 2013 compared to January 2012, assisted by the improving stock market conditions.  In the Events division, our technology venture capital event, Investor All Stars, saw attendances reach a ten-year high.  This week we expect to complete the final stages of our investment programme, with the re-launch of the SmallBusiness.co.uk and Information-Age.com web sites.

During the last two years, our databases have been reconfigured into Sales Force, all four of our major web sites have been completely overhauled, all our titles have been digitised and there has been an investment in social media to extend our marketing capabilities.  Niki Baker was appointed CEO in September 2012 and the business was reorganised into four teams: SME Business, Technology, Investment and Events.  This has led to a greater focus on driving results.

Bookings for the first quarter of the financial year 2013/4 have stabilised and the plans to launch two new digital subscription products and two new events during the first half are at an advanced stage.

Despite the difficult trading conditions, the directors believe that the changes implemented over the past two years mean that the company is now fully positioned to develop as a growing digital, events and research business and view the outlook as encouraging.

UK, London

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Liberty Global confirms acquisition of Virgin Media – Deal Terms

February 6, 2013 — Fusion DigiNet

Liberty Global have confirmed that they are to acquire Virgin Media in a cash & stock merger.

Deal Terms

  • Virgin Media 2012 results (unaudited)Virgin Media
  • Revenue $6.6 billion
  • OCF $2.7 billion
  • OCF margin 41%

Virgin Media shareholders will receive for each share:

  • $17.50 in cash
  • 0.2582 shares of Liberty Global Series A common stockLiberty-Global-logo
  • 0.1928 shares of Liberty Global Series C common stock

Valuation

  • $47.87 per Virgin Media share
  • 24% premium to closing price
  • Implied Virgin Media equity value of $16.0 billion & enterprise value of $23.3 billion
  • Represents 8.8x 2012 OCF multiple
  • Represents 7.0x 2013E OCF multiple, after adjusting for synergies & taxes
  • Accretive to Free Cash Flow

Ownership

  • Liberty Global shareholders expected to own 64%
  • Virgin Media shareholders expected to own 36%

Path to completion

The transaction is subject to majority LGI & Virgin Media shareholder votes, regulatory approvals & customary closing conditions. The deal is expected to close in Q2 2013.

For full details see the Virgin Media Investor Call Presentation here.

USa, Englewood, CO & UK, London

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Daily Mail & General Trust PLC – Interim Management Statement to 30/12/12

February 6, 2013 — Fusion DigiNet

DMGTDMGT has published its Interim Management Statement for the first quarter of their financial year, the three month period to 30th December, 2012.

It describes the Group’s financial position and performance during the period, updated to the latest practicable date.

Headlines

Trading in line with expectations; outlook for the year unchanged:

  • Revenue for the first quarter of £503 million, underlying# growth of 3% on last year
  • Continued good underlying# growth of 8% from the B2B businesses
  • Underlying# revenue decline of 4% at Associated Newspapers (now dmg media); improved profit margin driven by cost efficiencies
  • Further B2B bolt-on acquisitions
  • Disposal of Northcliffe Media effective 30th December, 2012
  • Commencement of share buy back programme
  • Outlook for the year unchanged

UBMDec12

Acquisitions

The principal acquisitions in the quarter were FirstSearch Environmental Information Network (FEIN), a £21 million bolt-on purchase by dmg information’s US propertyI nformation business, Environmental Data Resources (EDR) and the £5 million acquisition by Euromoney of an 87% stake in TTI/ Vanguard.

  • FEIN provides environmental professionals across the US with products that allow them to assess environmental contamination risks in respect of commercial real estate. The acquisition brings opportunities to upsell FEIN’s customers to EDR’s broader portfolio of products, improve EDR’s product offering and deliver cost synergies.
  • TTI/Vanguard is a private membership organisation for senior executives who lead technology innovation in global organisations. Enterprises subscribe to TTI/Vanguard’s conference series to explore the potential effects of emerging and potentially disruptive technologies. Euromoney has a successful record of acquiring events businesses and accelerating their growth globally and TTI/Vanguard is an expansion for Euromoney into the high-technology content sector.

Other acquisition payments in the quarter included £5 million for the remaining stake in RMS Japan; £2 million for Beat the GMAT, a bolt-on acquisition for Hobsons; £1 million for Renaissance, a bolt-on acquisition for Landmark, and earn-out payments in respect of historic acquisitions.

Disposals

Following dmg media’s November 2012 disposal of its central and eastern European digital consumer jobs and motors businesses, the remaining Hungarian print business, Lapcom, was sold in January 2013, completing dmg media’s exit from the region. In the year to September 2012, the disposed businesses contributed £4 million of profit before tax and £27 million of revenues. Disposal proceeds in the first quarter were £27 million and a further £62 million was received in January 2013 in respect of the disposals of Lapcom and Northcliffe Media.

Read the full announcement here

# See the full announcement for the definition of “underlying”

UK, London

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Electra Partners to acquire UBM’s Data Services businesses

February 5, 2013 — Fusion DigiNet

electraPrivate equity business Electra Partners has made a binding offer to acquire a portfolio of UBM’s Data Services (Delta) businesses for £160 million. Delta represents the bulk of UBM’s Data Services segment and includes its Health, Technology and IP, Trade & Transport, and Paper business units. Operating in 28 countries worldwide, the businesses provide data and information products which professionals use to support their decision-making and day-to-day business activities.

In 2012, the businesses generated revenue of £179.3m (£190.0m in 2011) and adjusted operating profit of £27.4m (£27.7m in 2011). As at 30 June 2012 the businesses had gross assets of £295.5m.

Electra Private Equity PLC and the Electra Partners Club 2007 LP will invest approximately £127 million jointly. That is, £114 million and £13 million respectively at completion.

UBM

Upon completion, the cash consideration of approximately £100m (net of working capital adjustments) will be used to repay bank debt. The vendor loan note, which will be held at amortised cost, will carry a 6% PIK coupon and has a final maturity of six years.

Commenting on the offer, Alex Fortescue, Chief Investment Partner at Electra Partners, said: “UBM’s Data Services businesses are a robust and diverse portfolio of businesses offering mission critical data products to users across five continents and five vertical segments. We are excited by the opportunities to develop these businesses and deliver value growth.”

UK, London

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UBM plc will issue its Full Year results on 1st March 2013 and host an Investor

Presentation, at the London Stock Exchange, at 11am that morning.

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Gannett Co. reports strong fourth quarter financial results

February 5, 2013 — Fusion DigiNet

gannettGannett Co., the international media and marketing solutions company, has reported strong fourth quarter financial results. With company revenue growth of 9% and non-GAAP earnings growth of 20 Percent. Worse then expected advertising results meant that shares in Gannett fell more than 5 per cent in midday trading on Monday.

Summary

Total operating revenues for the company were $1.52 billion in the fourth quarter, a 9.4 percent increase compared to the fourth quarter last year. A substantial increase in Broadcasting segment revenues, higher Publishing segment revenues as well as the extra week in the quarter drove the increase.

The increase in Broadcasting segment revenues reflects a record level of political spending in the quarter. Higher circulation revenue drove the increase in the Publishing segment.

Advertising revenues in the publishing segment totaled $657.5 million compared to $670.7 million in the fourth quarter a year ago, a 2.0 percent decline. Excluding the extra week, advertising revenues were 6.5 percent lower.

Total television revenues were 45.7 percent higher and totaled $280.2 million compared to $192.4 million in the fourth quarter last year. The revenue growth was driven by $91.2 million in politically related advertising during the fourth quarter of 2012. First quarter 2013 year-over-year comparisons will be unfavorably impacted by the absence of $5.1 million in political revenue and the move of the Super Bowl from NBC to CBS.

Digital segment operating revenues were $187.2 million compared to $181.5 million in the fourth quarter last year. Solid revenue growth at CareerBuilder drove the increase.

Gracia Martore, President and Chief Executive Officer, said, “We are proud of our strong operating results this quarter with growth in revenue and margin expansion driving strong cash flow. This caps an extremely productive year in which we successfully implemented our strategy to position Gannett for success in the digital era. For the year, we achieved our first year-over-year increase in company-wide revenue since 2006. During the fourth quarter and for the full year, our Broadcasting business delivered record revenue and profitability. Our television stations significantly increased market share this year reflecting the value of their content and format in gaining new viewers while retaining their loyal base. Not to be outdone, local domestic publishing circulation revenue also increased for the third straight quarter driven by the success of our all access content subscription model. We are meeting or exceeding the revenue and operating profit goals we had for the all access content subscription model. Total digital revenue across Gannett increased 29 percent and represented 25 percent of total revenue. Our strategy is gaining momentum, our investments are bearing fruit and we are achieving the results we expected. We enter 2013 with our businesses performing well and poised for even greater success going forward. We remain confident we are well positioned to achieve our goals and to continue delivering on our promise to return increased value to shareholders,” Martore said.

Read the full report here

USA, McLean, VA

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Thomson Reuters completes the acquisition of Practical Law Company

February 4, 2013 — Fusion DigiNet

Thomson Reuters LogoThomson Reuters has completed the acquisition of Practical Law Company, a provider of practical legal know-how and workflow tools. Practical Law Company has operations in New York and London.

Previous reporting on Fusion DigiNet.

Thomson Reuters announced on January 3 that it had reached a definitive agreement to acquire PLCPractical Law Company. The acquisition, which was subject to regulatory review in the U.S. and UK, has received Hart Scott Rodino clearance in the U.S. In the UK, where Thomson Reuters made a voluntary submission to the Office of Fair Trading (OFT), the review process is underway.

Mike Suchsland , president of the Legal business of Thomson Reuters, said, “The completion of the acquisition positions Thomson Reuters with a comprehensive portfolio of productivity solutions that combine the best legal information, expert know-how resources and software tools and are geared to help in-house lawyers and outside counsel work more efficiently and effectively. We look forward to building upon each company’s innovation, editorial legacy and expertise to create even more powerful tools to support and improve the practice of law.”

USA, New York, NY & UK, London

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Euromoney Institutional Investor PLC interim management statement for 4 months to January 30, 2013.

February 4, 2013 — Fusion DigiNet

Euromoney logoEuromoney Institutional Investor PLC , the international online information and events group, has issued its Interim Management Statement for the period from October 1, 2012 to January 30, 2013.

Announcement

Trading

Since reporting its 2012 results on November 15, 2012, trading has continued in line with the board’s expectations as set out in the preliminary results announcement.

As highlighted in this announcement, the challenging trading conditions experienced in the second half of financial year 2012 continued into the first quarter of financial year 2013.  Total revenues for the first quarter increased by 1% to £95.4 million, and by 2% at constant currency.

The group generates nearly two thirds of its revenues in US dollars and movements in the sterling-dollar rate can have a significant impact on reported revenues.  However, the average sterling-dollar rate for the first quarter was $1.61, against $1.58 last year, and the impact of exchange rates on revenues in the period was therefore not significant.

The following table summarises the year-on-year revenue changes for the first quarter at both headline rates and at constant currency:

Click on the table to enlarge it.

Euromoney results jan13d

The decline in subscription revenues was in line with the gradual decrease in growth rates experienced since the end of 2011.  The decline in advertising was consistent with the trend seen in the second half of financial year 2012, while the return to growth in sponsorship and delegate revenues largely arises from new events added to the portfolio.  The increase in other revenues partly reflects the settlement of content redistribution agreements in respect of previous years.  There was no significant change in the group’s adjusted operating margin during the quarter.

The performance of advertising, sponsorship and delegate revenues is closely aligned with the calendar budget cycle of most customers, which lags the group’s financial year by one quarter.  As the new calendar year starts, global financial institutions are continuing to take a cautious view of the outlook and managing their budgets for marketing, training and information buying accordingly.  The impact on the group’s revenues is difficult to determine so early in the calendar budget cycle, but recent sales trends suggest the outlook for advertising and delegate revenues will remain challenging, while the trends in subscription and sponsorship revenues are more stable.

Financial Position

Net debt at December 31, 2012 was £26.5 million, a decrease of £4.3 million since the year-end.  The first quarter is traditionally the one with the lowest operating cash flows because of the payment of annual profit shares and other incentives in December.  The only significant capital outflow in the period was the £5 million acquisition of TTI/Vanguard, the private membership forum for senior executives who lead technology innovation in global organisations (see RNS announcement on January 7, 2013).

The final dividend for financial year 2012, if approved by shareholders at today’s Annual General Meeting, is payable on February 14 2013 in the amount of £18.3 million.  This compares to a cash payment of just £4.8 million in February 2012 when a scrip dividend alternative was offered.

As reported at the time of the 2012 results, the first 50% of awards under the CAP, the group’s long-term incentive scheme, will vest on February 14 and be satisfied by the issue of approximately 1.75 million new ordinary shares and a cash payment of £7.5 million.

Outlook

Trading conditions have not changed significantly since the group announced its 2012 results.  The uncertainties over Europe and general concern in the financial services industry worldwide remain, while global financial institutions continue to cut costs, particularly people, and exit parts of their business in order to rebuild their balance sheets and satisfy tougher capital requirements imposed by regulators.

The board expects these challenging conditions to continue for the foreseeable future and will continue to manage the business tightly.  At the same time, the group will maintain its strategy of building a robust, tightly focused online information business with an emphasis on emerging markets, investing in new products and digital publishing to drive organic growth, and using its strong balance sheet and cash flows to fund further acquisitions.

The results for the six months to March 31 will be announced on May 16, 2013.  The company intends to issue a pre-close trading update on March 22.

UK, London

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Future plc interim management statement for the period from 1 October 2012 to date

February 4, 2013 — Fusion DigiNet

Future plc, the international media group and leading digital publisher, has announced its Interim Management Statement for the period from 1 October 2012 to date, incorporating the Group’s first quarter for the three months ended 31 December 2012.

futureplc

Announcement

Trading Performance (Normalised*)

·      Digital revenues up 24%

·      Group revenues down 3% (UK down 1%)

·      US continues on track for EBITDA** profitability in 2013

Normalised revenues in the first quarter were down 3%, driven mainly by the continuing managed decline of print activities in the US. The UK-based business performed solidly with normalised revenues down 1% year-on-year.

In the first quarter, digital revenues grew 24% year-on-year and now represent 23% of normalised revenues, compared with 18% for the first quarter of FY12. Digital advertising has grown to represent 54% of total advertising revenues, up from 45% a year ago. Normalised digital circulation revenues on iPads and other tablets have averaged quarterly growth of 16% over the last year, and we now have over 40 of our brands on Google Play’s new Magazine Shop, which launched in December.

In the US, digital advertising now represents 74% of total advertising revenues (from 64% a year ago), reflecting the faster acceleration from print to digital platforms. First quarter losses in the US were lower than in FY12, as planned, and we maintain our expectation of EBITDA profitability in the US business in FY13.

Active Portfolio Management

Our active portfolio management has continued with the closure of certain print brands (PSM3 and Xbox World in the UK, and Nintendo Power and PlayStation – The Official Magazine in the US), and the launch of new digital brands (Gathered by Mollie Makes, tech., Photography Week and Football Week) as well as a new print title, Simply Crochet, which was launched on 10 January 2013. We will continue to manage the portfolio as the transition from print to digital progresses.

Financial Position

Net debt at 31 December 2012 was £16.8m, a reduction of 6% year-on-year, as expected. We expect to announce a new credit facility within the first half of the current financial year.

Outlook

We expect trading for the full year to be in line with our expectations. Print revenues remain challenging but we expect digital revenues to maintain a steady growth rate.

Mark Wood, Future’s Chief Executive, said: “We are pleased to have achieved steady growth in our digital revenues in the first quarter. We will continue to focus on generating new revenues from our large, global online audience of 50 million unique users. We now sell digital editions on all the major tablet platforms and, through content partnerships, we are able to enter new markets, as most recently demonstrated by our move into English Premier League Football with Football Week.”

UK, London

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Twitter acquires Crashlytics

January 30, 2013 — Fusion DigiNet

Crashlytics_Twitter_AcquisitionTwitter has acquired Crashlytics according to a report by TechCrunch. Crashlytics is a crash reporting solution for mobile app producers. The apps currently using the service are Twitter, Vine, Yelp, Kayak, TaskRabbit, Walmart, Groupon and Waze. Terms of the deal were not disclosed.

Jeff Seibert and Wayne Chang, co-founders of Crashlytics, through the Crashlytics blog said:

With today’s announcement, much will remain the same. Development of Crashlytics will continue unabated and we remain dedicated to working with all of our customers – current and new, big and small – to deliver the key app performance insights they need.

Going forward, we’re thrilled to work with the incredible team at Twitter. We share a passion for innovating on mobile and building world-class applications. Joining forces will accelerate our build-out, allowing us to leverage Twitter’s infrastructure to deliver new features faster than ever.

On a more personal note, it’s an honor to work with the entire Crashlytics team – the best group we’ve ever been a part of – and we couldn’t be more excited to continue doing so.

USA, San Francisco

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