Nielsen Media Research to acquire Ebiquity’s AdIntel business for £26M

nielsenNielsen Media Research Limited is to acquire Ebiquity’s AdIntel business for £26 million.

The assets acquired have a total book value of £27.5 million. For the year ended 31 December 2017, the AdIntel business generated unaudited revenues of £21.9 million and operating profit of £4.4 million, before the allocation of central overheads

The Disposal is subject to approval from the Competition and Markets Authority. Completion is expected during the second quarter of 2018.

Michael Karg, CEO Ebiquity plc, commented: “This is a transformational moment for Ebiquity. Our Growth Acceleration Plan, which focusses on seizing market opportunities in our faster growing MVM and MPO segments, will be enhanced through our ability to invest in these services to seize and establish a leadership position. Nielsen is the logical home for our colleagues in MI (Market Intelligence) and we wish them every success for the future.”

USA, New York & UK, London & Bracknell

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Ebiquity

 

 

Euromoney to sell its Global Markets Intelligence Division (CEIC and EMIS)

Euromoney plcEuromoney Institutional Investor PLC is to sell its Global Markets Intelligence Division, consisting of CEIC and EMIS, to a consortium of CITIC Capital Partners Management Limited, the private equity arm of CITIC Capital Holdings Limited, and Caixin Global Limited, for an equity value of $180.5 million.  The proceeds, net of transaction costs and tax, are expected to be approximately $145 million. They will be paid in cash on completion.

For the year ended 30 September 2017, GMID reported an operating profit of £11.9 million ($15.1 million). GMID’s gross assets at 30 September 2017 were £45.3 million. The sale is expected to complete by the end of April 2018.

Headquartered in Hong Kong, GMID is a leading provider of macro-economic, company and industry intelligence on emerging markets with a strong customer presence in China, India, Brazil and Central and Eastern Europe, as well as in developed markets.

Andrew Rashbass, CEO of Euromoney, said: “This transaction is another example of Euromoney’s strategy in action: where a good business is not strategic, we will sell it and recycle capital towards our main investment themes like price discovery, asset management and telecoms.  CITIC Capital and Caixin will provide an excellent home for the business, which Aloisio Parente and the whole team have done a fantastic job developing as part of Euromoney.  I am confident that the business will thrive under its new owners.”

citiccapitallogoYichen Zhang, Chairman and CEO of CITIC Capital, said: “We are very excited to make this investment in CEIC and EMIS, which are world-class platforms for macro-economic and business information. Together with Caixin, we look forward to working with the management team to continue growing the business and developing its global customer base.”

As previously reported, last November Citic teamed up with the Asia arm of Baring Private Equity to purchase the Wall Street English educational unit from Pearson Plc for $300 million.

CaixinShuli Hu, Publisher of Caixin Media, Chairwoman of Caixin Global, said:  “We are optimistic about GMID’s business and future.  Caixin will further leverage the rising global influence of China’s economy, and combine state-of-the-art technology with its authoritative information service and data offerings.  We will join forces together with GMID to provide indispensable data and insight for overseas and domestic financial industry professionals and stakeholders.”

UK, London & Hong Kong

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Blackstone-led consortium agrees partnership with Thomson Reuters for financial & risk business

 

Thomson ReutersFollowing our earlier reporting on talks between Thomson Reuters and private equity firm Blackstone, the transaction has now been agreed on, with Thomson Reuters to sell a 55% majority stake in its F&R business to private equity funds managed by Blackstone. The transaction values the F&R business at approximately $20 billion. Thomson Reuters will receive approximately $17 billion in gross proceeds at closing (subject to purchase price adjustments) funded by $14 billion of debt and preferred equity to be incurred by the partnership and a $3 billion cash equity contribution by Blackstone. Thomson Reuters will retain a 45% interest in the F&R business. Thomson Reuters will also maintain full ownership of its Legal, Tax & Accounting and the Reuters News businesses. Canada Pension Plan Investment Board (CPPIB) and GIC will invest alongside Blackstone for the transaction.

The F&R business provides a broad range of offerings to financial market professionals. Its global content sets include fundamentals, estimates and primary and secondary research. F&R also provides customers with tools, platforms, venues and services to enable fast, intelligent decision-making. The businesses that will comprise the new F&R partnership had 2017 revenues of approximately $6 billion.

At the closing of the proposed transaction, F&R and Reuters News will sign a 30-year agreement for Reuters to supply news and editorial content to the new partnership. Under the agreement, F&R will pay Reuters a minimum of $325 million annually. For the duration of the news contract, Thomson Reuters will grant F&R a license to permit F&R to brand its information feeds and products/services with the “Reuters” mark, subject to applicable limitations and restrictions set forth in a trademark license agreement.

Jim Smith, president and chief executive officer of Thomson Reuters, said, “This deal strengthens F&R and should accelerate its growth and benefit its customers across the sell-side, buy-side and trading venues. Blackstone’s strong relationships in the financial services industry and long and successful history of corporate partnerships will help F&R provide new and innovative products and services, drive further efficiencies and navigate ongoing industry consolidation.”

Canada, Toronto, Ontario & USA, New York, NY

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Blackstone in advanced discussions to buy stake in key Thomson Reuters unit

Thomson ReutersPrivate equity firm Blackstone is in advanced discussions with Thomson Reuters to buy an approximate 55 percent stake in the Financial and Risk (F&R) business of Thomson Reuters Corp. for more than $17 billion. According to reporting by Reuters, Thomson Reuters would receive around $4 billion in cash and $13 billion financed by new debt taken on by the new F&R partnership. It would value the unit at about $20 billion.

The F&R business provides a broad range of offerings to financial markets professionals, with $6.1 billion in revenues in 2016. F&R delivers global content sets, including fundamentals, estimates and primary and secondary research alongside tools, platforms, venues and services to enable fast, intelligent decision-making and trading. F&R also provides regulatory and risk management solutions to help customers anticipate and manage risk and compliance.

In an announcement, Thomson Reuters said, “As part of any proposed partnership, Thomson Reuters would retain a significant interest in the F&R business and would retain full ownership of its Legal, Tax & Accounting and Reuters News businesses”.

Canada, Toronto, Ontario & USA, New York, NY

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RELX Group to acquire ThreatMetrix

RELXRELX Group is to acquire ThreatMetrix, a digital identity company that helps businesses prevent online fraud, for £580m in cash.

ThreatMetrix is headquartered in San Jose, California and founded in 2005. ThreatMetrix’s technology analyses connections among devices, locations, anonymised identity information and threat intelligence, and combines this data with behavioural analytics to identify high-risk digital behaviour and transactions in real time.

ThreatMetrix has client relationships across financial services, e-commerce, and media sectors and offers authentication solutions for account origination, payments, “card not present” transactions and account logins.

ThreatMetrix’s Digital Identity Network analyses over 100 million transactions per day across 35,000 websites from 5,000 customers. It is one of the largest repositories of online digital identities in the world, encompassing 1.4 billion unique online identities from 4.5 billion devices in 185 countries.

ThreatMetrix will become part of Risk & Business Analytics under the LexisNexis Risk Solutions brand. LexisNexis Risk Solutions already has an established commercial partnership with ThreatMetrix, including ThreatMetrix’s device intelligence solutions in its Risk Defense Platform.

Risk & Business Analytics CEO, Mark Kelsey, said: “ThreatMetrix is widely recognised as a leader in the digital identity space. Bringing that together with our own strengths in physical identity attributes will give our clients across all forms of commerce and geographies a more reliable, comprehensive approach to fraud and identity risk management while maintaining the privacy and security principles our customers have come to expect. The acquisition is in line with our organic growth driven strategy, supported by acquisitions of targeted data sets and analytics that are natural additions to our existing business.”

In 2017, RELX Group completed eight acquisitions for a total consideration of £123m, and disposed of 17 assets for a total of £87m.

USA, New York & UK, London & The Netherlands, Amsterdam & USA, San Jose, CA

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dmg events Middle East, Asia & Africa acquires exhibitions and publication from Hypenica

dmg MEAAdmg events Middle East, Asia & Africa has acquired five exhibitions, and an associated publication, focused on the construction and transport infrastructure sectors from South African media company Hypenica. The terms of the transaction were not disclosed.

The events, African Construction Expo, Cape Construction Expo and KZN Construction Expo are a natural fit within dmg events’ existing construction portfolio. African Ports Evolution Forum and African Ports Evolution Forum – West Africa add a complementary transport element to the company’s existing customer base across industries such as construction, mining, power and logistics. Finally, Concrete Trends and its digital platform http://www.concrete.tv gives dmg events an established channel through which to support the events as well as deliver content and up to date business information all year round.

Matt Denton, President of dmg events Middle East, Asia & Africa, said, “We know Africa is a key geography for the future growth of our business, as well as those of our exhibitors and visitors. Adding these five events and the accompanying respected trade media to our portfolio is an excellent way to expand our regional reach, enabling us to leverage our sector expertise in new markets”.

KZN Construction Expo will be the first event to take place under new ownership, with the exhibition set to kick off in Durban, South Africa, on February 7 2018, followed by the African Construction Expo in Johannesburg in May.

UAE, Dubai & South Africa, Cape Town

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UBM and Informa Possible Merger – Key Financial Terms

The Boards of Informa PLC and UBM plc have today announced the key financial terms of the proposed combination of Informa with UBM.

Announcement follows:

This statement, issued by the Board of Informa, expands on the earlier joint release to provide further detail on Informa’s rationale for the Proposed Combination.

The Board of Informa sees compelling commercial and strategic rationale for the Proposed Combination, bringing benefits to Customers and Colleagues, while creating significant value for Shareholders, supported by accelerated growth opportunities and significant synergies.

Commenting on today’s announcement, Chief Executive of Informa, Stephen A. Carter, said:

“It is clear that the B2B Market is moving to Operating Scale and Industry Specialisation. The Combined Group will have the reach and market capabilities to take full advantage of these trends.”

He added:

“We are today proposing the creation of a B2B Information Services Group, which will be ideally positioned to serve a market demanding ever greater Operating Scale and Industry Specialisation. The Combined Group will have the international reach, operational capabilities and cashflow to pursue the full growth opportunities this creates.”

Key Financial Terms

It is expected that the Proposed Combination would be implemented through a share and cash offer by Informa for the entire share capital of UBM. Under the terms of the Proposed Combination, UBM shareholders would receive:

            For each UBM Share:

1.083 Informa Shares; and

163 pence in cash

On these terms, based on (i) the 30-day volume-weighted average share prices as of 15 January 2018 of Informa and UBM and (ii) the closing share prices on 15 January 2018 of Informa and UBM, this represents in both cases a premium of around 30%.

It is expected that the Combined Group will be owned c.65.5% by Informa shareholders and c.34.5% by UBM shareholders. The proposed offer will also include a mix and match facility.

Compelling Strategic and Commercial Rationale

The Combined Group will be well-placed to benefit from the trend in the global B2B Information Services market towards increased Operating Scale and IndustrySpecialisation. The Combined Group will build on the respective strengths of Informa and UBM to meet growing customer demands for Brands and partners with international reach, specialist industry knowledge and an increasingly wide range of B2B services incorporating face-to-face platforms and events, data analytics, targeted marketing services and trusted, reliable intelligence and research.

The industrial logic of a combination of Informa and UBM is well understood. Given current portfolio complementarity, geographic focus and forward growth trajectory, now is the opportune moment to create a Combined Group with the scale and specialist capabilities able to capture the long-term growth potential of this market.

The timing is further supported by the positive benefits of the respective transformation programmes of both Groups, which have led to greater focus and operational efficiency.

The Proposed Combination

The Combined Group will be well-placed to build on the success of Informa’s 2014-2017 Growth Acceleration Plan and UBM’s Events First strategy. It will become the number one B2B Events Group globally and leading Exhibitions business in the key growth markets of China and the US, creating the scale and reach both Informa and UBM have been pursuing. The Combined Group will also own complementary subscription-based B2B Intelligence and specialist B2B Marketing Services businesses. It will also continue to own and operate a leading Scholarly Research business, Taylor & Francis, a core business that is expected to provide revenue growth, attractive margins and strong cashflow to the Combined Group.

Benefits of Operating Scale

·    Revenue growth…creates scale growth business within attractive growth markets; near-term incremental revenue opportunities through cross-marketing, internationalisation, digital platforms, sponsorship and supplier commissions and longer-term potential growth acceleration through increased Industry Specialisation;

·    Global reach…highly complementary geographic fit provides broader based growth and market opportunities with a significant proportion of revenue from faster growth economies, including leading positions in major markets of the United States, China, Middle East, South America and India;

·    Quality of earnings…increased scale and international breadth provides resilience and balance, as well as greater predictability with a high proportion of revenue from forward booked and recurring revenue streams;

·    Cashflow strength…both businesses benefit from attractive levels of profitability and cash conversion, leading to consistently strong Free Cash Flow. This provides flexibility and funds for maintaining balance sheet strength, continued investment in growth and progressive shareholder returns;

·    B2B Events leadership…scale and leadership in the major Events markets of the United States, China, Middle East, South America and India, and strength in verticals including Health & Nutrition, Life Sciences & Pharma, Real Estate & Construction and Technology;

·    Operational excellence…world class talent and extensive management experience focusing on best-in-class operational execution and performance across both the Informa and UBM portfolios;

·    Technology innovation…increased operating and financial scale facilitating greater levels of product and platform innovation;

·    Operating synergies…scale efficiencies and cost duplication, driving significant combined operating synergies.

Over time, the Proposed Combination will be the catalyst to capture the wider benefits of Specialisation in B2B Information Services, accelerating the shift to a more customer-led operating model built around the strengths of the Combined Group’s positions in key industry verticals and a broad set of powerful B2B capabilities.

Benefits of Industry Specialisation

·    Industry strength and depth…international reach and depth in 15 targeted industry verticals, providing subscription-based products, high quality branded confexes, scale exhibitions and trade shows, specialist lead generation and content, all serving targeted networks and communities;

·   Customer strength…deeper, more strategic customer relationships across multiple B2B channels and services;

·    Marketing Services…growth opportunity in specialist B2B Marketing Services providing targeted lead generation at scale, including specialist B2B data and insight;

·    Verticalisation…gradual shift to customer-led, vertically-oriented operating model, becoming a growth-enabler in key industries.

The 2014-2017 Growth Acceleration Plan (“GAP”)

Today’s announcement follows the completion of Informa’s 2014-2017 Growth Acceleration Plan. The plan involved a programme of operational change and investment to deliver sustainable growth and operational capabilities via five key objectives:

1.   Build and Buy a scale B2B Events business in the Global Exhibitions Division

2.   Repair and return to growth the Business Intelligence Division

3.   Simplify, focus and grow the Knowledge & Networking Content Division

4.   Build scale and management capability in the US market

5.   Invest to build the platforms and capabilities for future scale and growth

GAP was successfully completed in 2017.

In Global Exhibitions, revenue has grown from £160m in 2013 to more than £550m in 2017 through a combination of market-leading underlying growth and a programme of targeted vertical acquisitions, including in Health & Nutrition (Virgo, Penton), Construction & Real Estate (Hanley Wood, Dwell) and Beauty & Aesthetics (China Beauty, FACE).

People and Talent

·          Both Informa and UBM are proudly people businesses with the energy, ideas and contribution of colleagues across the world their single most important asset. The Combined Group will be able to draw on the best talent and experience from both companies to lead the business going forward.

·         The Combined Group would continue to be headquartered in London, although the international nature and complementary geographic fit of the businesses will mean it will also have major operational centres around the world.

·          It is intended on completion of the Proposed Combination that:

·          Derek Mapp, Chairman of Informa, would be Chairman of the Combined Group.

·         Stephen A. Carter, Chief Executive of Informa, would be Chief Executive of the Combined Group.

·         It is also envisaged that the Board of the Combined Group would be comprised of seven Non-Executive Directors from Informa and three from UBM.

Current Trading

·          Informa is scheduled to release its 2017 Full Year Results on 28 February.

·          Following the end of the financial year and completion of the 2014-2017 Growth Acceleration Plan (“GAP”), Informa can confirm in respect of the 2017 financial year it expects the Group will deliver more than 3% underlying revenue growth. This includes continued strong growth in Global Exhibitions and improved growth in Academic Publishing, Business Intelligence and Knowledge & Networking since the Ten Month Trading Update.

·          Informa remains confident about the opportunities in its key markets and believes, post-GAP, it is well placed to pursue them. In the 2018 financial year, this includes targeting underlying revenue growth for the Group of more than 3.5% and sustained underlying revenue growth in all four Divisions.

Further Details

·         Discussions between the parties remain ongoing regarding the other terms and conditions of the Proposed Combination, satisfactory completion of due diligence and final approval by the Boards of Informa and UBM. The parties reserve the right to waive any or all of these pre-conditions.

·          Subject to the ongoing discussions, the Boards of Informa and UBM expect to recommend the Proposed Combination to their respective shareholders.

·          It is proposed that UBM shareholders would be entitled to receive the final UBM dividend in respect of the year ended 31 December 2017 (the “Final UBM Dividend”). In addition, UBM shareholders would be entitled to receive the Informa final dividend for the financial year ended 31 December 2017 (the “Final Informa Dividend”) if completion of the Proposed Combination occurs prior to the record date for the Final Informa Dividend, or if completion is later, a special dividend equivalent to the amount of the Final Informa Dividend.

·          It is also proposed that UBM shareholders would be entitled to (a) receive any ordinary course interim dividend declared by UBM and (b) receive the equivalent amount of any further ordinary interim dividend announced, declared or paid by Informa with a record date falling prior to completion of the Proposed Combination, less the value of any further ordinary interim dividend paid by UBM.

·          Informa reserves the right to reduce the terms of the Proposed Combination to take account of the value of any dividend or other distribution which is announced, declared, made or paid by UBM which is in addition to the dividends UBM shareholders are entitled to receive as set out above.

·          This announcement does not amount to a firm intention to make an offer under Rule 2.7 of the Code. The full terms and conditions of any offer, if made, and a quantification of the synergies will be set out in a further announcement. There is no certainty that any transaction will occur, even if the pre-conditions are satisfied or waived.

·         Informa reserves the right, with the agreement or recommendation of the UBM Board, to (a) make an offer for UBM, at any time on less favourable terms than the Proposed Combination described above; and/or (b) vary the form and/or mix of consideration.

Chief Executive of Informa, Stephen A. Carter, concluded:

“This is the right moment to combine our strengths, enabling us to capture fully the long-term growth opportunities in this attractive market, bringing benefits for customers and colleagues, as well as generating significant value for shareholders.”