Elsevier acquires Amirsys, provider of healthcare information solutions

elsevierElsevier has acquired Amirsys. The financial terms of the transaction were not disclosed.

Focused on visually oriented medical disciplines like radiology, pathology and anatomy, Amirsys provides healthcare providers with expert information and clinical decision support tools.

amirsys“This acquisition bolsters Elsevier’s comprehensive set of point-of-decision solutions, providing our customers around the world with a greater ability to improve the quality of care and patient outcomes,” said Jay Katzen, President, Elsevier Clinical Solutions. “In addition, because radiology, pathology, anatomy and their associated content and data-rich images are foundational elements of other disciplines, we believe Amirsys will improve our ability to better inform diagnostic and treatment decisions across a broad scope of other specialties.”

Amirsys also created sophisticated technology tools to develop and maintain current imaging content, and Elsevier expects to be able to adapt those tools to serve other visually rich specialties. Amirsys products include STATdx, RADPrimer, ImmunoQuery, AnatomyOne and Amirsys Imaging, Pathology, and Anatomy Reference Centers.

Amirsys will be integrated with the Elsevier Clinical Solutions suite, which includes clinical workflow and decision support, clinical reference and patient engagement, including ClinicalKey, CPM CarePoints, ExitCare, and InOrder by Elsevier.

USA, Philadelphia, PA &  Salt Lake City, UT.

 

 

Wasserstein & Co. to by back ALM Media from Apax at a discount

ALM2Private equity and investment firm Wasserstein & Co has announced that it is buying back ALM Media, the publisher of American Lawyer and other titles, from its current owners, Apax Partners and the Royal Bank of Scotland. Ontario Pension Board, Pantheon, the Honeywell pension, and HighVista Strategies LLC are co-investing in the transaction alongside Wasserstein.

incisive_logo_newAccording to the New York Times, terms aren’t expected to be disclosed, but a person briefed on the matter said the price was about $417 million. In the summer of 2007, Wasserstein & Company sold ALM Media to Apax’s Incisive Media, the London-based trade magazine publisher, at the top of the market for $630 million.

Headquartered in New York City, ALM is an integrated media company and a provider of specialised business news, research and information, focused primarily on the legal and commercial real estate sectors. The company was created by the late Bruce Wasserstein. Later Wasserstein & Company was created as the investment vehicle of Bruce Wasserstein. ALM has nearly 700 employees across 16 offices worldwide. ALM’s portfolio of over 350 print and digital publications include The New York Law Journal, The American Lawyer, Corporate Counsel, Law.com, and The National Law Journal.

Michael Struble, Managing Director of Wasserstein & Co., added, “We are delighted to have the opportunity to own ALM again and look forward to working with ALM’s experienced management team to strengthen and unify its media brands and expand into value-added digital subscription products and services.”

Financing for the transaction will be provided by Macquarie Capital (USA) Inc. Jones Day served as legal advisor to Wasserstein & Co. Jefferies LLC acted as financial advisor to the Company, the Apax Funds, and RBS. Simpson Thacher & Bartlett LLP served as legal advisor to the Company and the Apax Funds. DLA Piper LLP (US) served as legal advisor to RBS.

The transaction is expected to close in the third quarter of 2014.

USA, New York, NY & UK, London

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Zoopla Property Group IPO Price Range

zooplapropertyOn 22 May 2014, Zoopla Property Group announced its intention to make an IPO on the London Stock Exchange. (See previous DigiNet reporting and an overview of the offer.) DMGT intends to participate in the IPO and reduce its stake in Zoopla. DMGT currently holds a 52.6% stake in Zoopla.

The price range is set at 200 pence to 250 pence per share. The mid-point of the price range implies a market capitalisation for Zoopla of approximately £940 million. The base deal offer size is in the region of 111 million to 179 million shares, representing between 27% and 43% of Zoopla’s existing issued share capital. The Offer comprises the sale of existing shares only.

Final pricing is currently expected to be announced on or around 19 June 2014, with conditional dealings in the shares on the London Stock Exchange beginning the same day. Admission and unconditional dealings in the shares are expected to commence on or around 24 June 2014.

UK, London

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Morningstar acquires HelloWallet Holdings for $52.5 million

morningstarMorningstar, a provider of independent investment research, is acquiring HelloWallet Holdings, a provider of independent financial guidance, for $52.5 million. Morningstar will pay $39.0 million because it currently has a minority stake in the company valued at $13.5 million.

hellowalletHelloWallet was founded in 2009 by Dr. Matt Fellowes, a consumer finance expert and former Brookings Institution scholar. In January 2012, Morningstar became a HelloWallet investor with $6.75 million in Series B funding. HelloWallet has a loyal and committed client base of retirement plan sponsors, such as Marsh & McLennan, United Technologies, and Salesforce.com, as well as key relationships with leading retirement plan providers. HelloWallet combines behavioral economics and the psychology of decision-making with sophisticated technology to provide personalized, unbiased financial guidance to more than 1 million U.S. workers and their families through their employer benefit plans. HelloWallet has about 50 employees in Washington, D.C., and Fellowes will remain with the firm in a leadership role.

Brock Johnson, head of retirement solutions for Morningstar, said, “There is a strong mission and cultural alignment between Morningstar and HelloWallet. Both firms are independent, entrepreneurial, and grounded in academic research. We want to bring together HelloWallet’s expertise in behavioral and consumer research and analytics with Morningstar’s investment management capabilities to create the first holistic solution for the retirement market. HelloWallet’s done a tremendous job—its unique approach to financial wellness has changed the way employers view benefits programs and the way employees manage their daily finances. Working together, HelloWallet and Morningstar have an opportunity to significantly improve the financial and retirement outcomes of workers.”

Through HelloWallet’s website and mobile applications, employees input their goals and priorities and add their financial information, including income, bank accounts, credit cards, retirement plans, insurance, and investments. HelloWallet creates budgets and analyzes trends in financial behavior to recommend how members can prioritize financial decisions, identify ways to stretch their paychecks, and make the most of their benefits, such as 401(k) plans, health savings accounts, flexible spending accounts, and insurance. HelloWallet also automatically alerts members when they need to make changes.

USA, Chicago, IL & Washington DC

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Bowmark and Five Arrows acquire Autodata

autodata

Bowmark Capital, the mid-market private equity firm, and Five Arrows Principal Investments, the private equity fund of the Rothschild Group, have acquired Autodata Publishing Group, Europe’s leading provider of technical information to the automotive aftermarket, for an enterprise value of £143 million.

Autodata publishes technical information on 17,000 vehicle models from 80 manufacturers.  Its products provide over 80,000 professional workshops with access to a comprehensive suite of up-to-date technical data and guidance on cars, light commercial vehicles and motorcycles, enabling them to carry out service, repair and diagnostic work.

The company was founded in 1975 by Richard Atherton and Dietmar Otto, is headquartered in Maidenhead and employs approximately 190 staff.

Repair and maintenance information has become increasingly important to automotive professionals, due to the growing complexity of modern cars, increasing model proliferation and the introduction of new technologies.

With its strong product range, and the high quality, breadth and accuracy of its data, Autodata has established itself as the leading supplier of essential technical information to the professional automotive aftermarket in Europe.  The company is well-positioned for future growth, driven by the continued enhancement of its content and information systems, increased penetration of new territories in both Europe and beyond, and further expansion into diagnostic applications.

Bowmark partner, Julian Masters, said:  “Autodata has an outstanding reputation in its marketplace.  Its products provide ’must have’ information to one of Europe’s most important industries, providing the mechanic with an invaluable work-flow tool across the entire European car fleet.  We are delighted to have this opportunity to work with the management on the next exciting stage in the company’s development.”

Javed Khan, co-managing partner of Five Arrows, said: “The market opportunity for Autodata is compelling, based on the further development of its content and delivery channels, and there is also significant scope for geographic expansion.  We have been greatly impressed with the achievements of Rod and his management team, and look forward to working with them in the next phase of Autodata’s growth, in partnership with Bowmark Capital.”

UK, London & Maidenhead, Kent

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RapidFire acquires the In-Game Advertising Technology of IGA Worldwide

RapidFire Acquires the In-Game Advertising Technology of IGA WorldwideRapidFire, an in-game advertising company, has acquired IGA Worldwide‘s proprietary technology for delivering real-time advertisements inside of video games.

IGA Worldwide’s technology, known as the Radial Network™, enables brands and advertisers to reach gamers playing AAA game titles across console, computer, and mobile video games. Advertisements are streamed in real-time inside of a video game’s 3D environment on objects such as billboards, hoardings, buses, and posters – essentially any object where a gamer is likely to see an advert in real life.
As part of the deal, RapidFire will take ownership of the Radial Network™ ad servers and software development kits, and will immediately replace the pre-existing RapidFire in-game ad serving technology.

“We’re ecstatic about the deal and what it means for RapidFire’s growth,” says Jordan L. Howard, the 23 year old Founder and CEO. “IGA Worldwide was a pioneer in the in-game advertising industry, and spent many years perfecting their ad serving technology. With the Radial Network™ technology we’ll have a much more robust system, and will be able to provide unparalleled service to both our media buying clients and our game developer partners.”

Canada, Vancouver & USA, New York, NY

Centaur Media plc – Proposed disposal of Perfect Information for £26m and proposed early settlement of Econsultancy earn-out

centaurCentaur Media plcthe business information, events and media group, has conditionally agreed to sell Perfect Information Limited, a provider of corporate finance and capital markets documents, to Mergermarket Limited for an enterprise value of £26m.

econsultancyIn addition, Centaur has conditionally agreed to the early settlement of the earn-out entitlement of the former shareholders of E-consultancy.com Limited for £12.5m in cash.

Econsultancy is a subscription and events-led information provider to global digital marketing and e-commerce community. Fusion managed the sale of Econsultancy to Centaur in July 2012. Centaur paid an initial cash consideration of £12m with deferred performance based consideration of up to £38m due in 2016

pi_logoAndria Vidler, CEO of Centaur, said: “Our strategy is to focus on our core markets and leverage the strengths of our businesses to provide audiences and customers with the benefits of expertise and synergies around content, insight, and digital technology. Perfect Information is an excellent data business but it does not fit with the rest of the business and has only a limited opportunity to grow under Centaur’s ownership. The funds raised will strengthen our balance sheet and provide additional capacity for investment in other portfolios across the Group. The immediate investment into the Econsultancy settlement enables us to fully integrate our marketing portfolio, the largest part of the group, and by working together more effectively, we are able to further accelerate growth across this portfolio.”

UK, London

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Zoopla Property Group Plc – Announcement of Intention to Float on the London Stock Exchange

zooplapropertyAnnouncement of Intention to Float on the London Stock Exchange

Zoopla Property Group Plc (the “Company” and together with its subsidiaries, “ZPG”, or “the Group”) today announces its intention to proceed with an initial public offering (the “IPO” or the “Offer”). The Company intends to apply for admission of its ordinary shares (“Shares”) to the premium listing segment of the Official List of the UK Listing Authority (“UKLA”) and to trading on the main market of the London Stock Exchange (“LSE”) (together, “Admission”). The Offer will comprise an offer of Shares to institutional investors (the “Institutional Offer”) and to the Group’s eligible members (the “Member Offer”).

ZPG is an established digital media business operating in the broader UK property market by providing property search and research services to consumers and property marketing and data services to property professionals (estate agents, letting agents and new home developers).

The Group owns and operates a number of leading UK online property portals with a portfolio of brands. These portals provide consumers with the resources to search for property and research the property market, and property professionals with a platform on which to market their listings and connect with consumers. The Group’s own brands include Zoopla, PrimeLocation, SmartNewHomes and HomesOverseas and the Group also powers the property search function for a number of leading third-party websites and mobile applications in the UK.

Alex Chesterman, Founder & Chief Executive Officer of Zoopla Property Group said: “We are delighted to be bringing ZPG to market following a number of years of strong growth and having built a market-leading proposition for both our users and members (being estate agents, letting agents and new home developers). In addition, we are excited to be able to offer the opportunity to our members to participate in the Offer and become shareholders in the business as part of this process.

In 2008 we set out to provide consumers with the most useful online property resources and to be the most effective partner for property professionals in the UK. Today, with over 40 million visits per month to our websites and mobile applications, generating over 2 million enquiries every month for our members, ZPG has become an indispensable link in the property search process for consumers and the property marketing process for professionals across the UK.

We have built strong and trusted brands with high engagement levels across our platform as a result of our passion for innovation and differentiation and our mission of becoming the consumer champion in the UK property market. I am very proud of what the team has achieved to date and we are incredibly excited about the opportunities ahead to continue to grow our brands and business. We’re confident about our future as we embark on the next stage of our development as a public company on the London Stock Exchange.

The Group is also pleased to announce the appointments of Mike Evans as Non-Executive Chairman, in addition to Duncan Tatton-Brown as senior independent director and Sherry Coutu as a non-executive director to the Board of ZPG (see Board Biographies below).

Commenting on the recent Board appointments, Alex Chesterman said: “I am delighted to welcome Mike, Duncan and Sherry to the Board of Zoopla Property Group. The fact that we have attracted Non-Executive Directors of their calibre is testament to the strength of our business. I am looking forward to working closely with each of them and utilising their insight and experience which will be incredibly valuable as we move into life as a public company.

Mike Evans, Non-Executive Chairman of Zoopla Property Group said: “I am very excited to be joining Zoopla Property Group as Chairman. Alex and his experienced team have built a very impressive business with a proven track record of delivering exceptional financial results and are passionate about continuing to innovate and grow the ZPG brands in a sustainable way by focusing on generating further value for both its members and consumers. I look forward to working with the other Board members and the management team as we take ZPG through its next phase of development in the public market.

Business Highlights

A leading market position in an industry with high barriers to success for new entrants

  • ZPG has reached strong market penetration levels – approximately 90 per cent of the total inventory of residential property listings from property professionals in the UK, with approximately 19,000 subscribing members
  • In the half year ended 31st March 2014, the Group attracted an average of approximately 40 million visits per month to the Group’s websites and mobile applications
  • Strong brand awareness – the Zoopla brand enjoys 76 per cent prompted national brand awareness in the UK according to a recent brand survey conducted by Harris Interactive
  • Long-term strategic relationships with many of the leading property professionals in the UK
  • Exclusive distribution partnerships with some of the leading media businesses in the UK

Proven track record of innovation and differentiation

  • Provides users with unique features and content to empower them and provide valuable insights into the UK residential property market
  • A superior user experience with compelling functionality and rich data
  • Through continued product development and innovation, the Group has become a key destination of choice for property consumers and a marketing platform of choice for property professionals in the UK
  • ZPG has accumulated a significant database of information on over 28 million residential properties across the UK, enhanced by proprietary user-generated content on over 9 million UK homes and continues to build one of the most valuable datasets on the UK residential property market

Compelling member proposition

  • Provides members with valuable tools and services to enable them to market their listings and win more business
  • Subscription services provide compelling value and a strong return on investment for members
  • Member tools allow property professionals to track, manage and communicate real time with transaction-ready users, helping to measure and quantify the value created by the Group’s leads
  • Well-positioned to create additional value for the Group’s growing member base and grow revenues in the future
  • Strong growth, high margin recurring subscription-based model with excellent cash generation
  • Strong top-line growth underpinned by a superior value proposition offered to members
  • Revenue is principally comprised of subscription fees charged to members on a monthly basis representing c. 86 per cent of total revenues in the year ended 30 September 2013
  • Business model characterised by a high profit margin and low capital expenditure requirements, leading to exceptional operating cash conversion of approximately 100 per cent for the year ended 30 September 2013
  • Entrepreneurial management team with exceptional proven experience
  • Agile and lean management structure, ensuring that the senior management team remains close to its members, users and their colleagues
  • Senior management team has a track record of delivering cost-effective organic growth and successfully integrating acquisitions within a short timeframe

Growth Prospects

The Group has a number of strategic priorities to continue driving growth in the business, including:

  • Delivery of its core strategy of providing superior value to members and increasing membership to the platform
  • Launching additional products and services for its members
  • Leveraging its strong brands and platform within other areas of the property sector including the commercial and overseas property markets
  • Utilising its proprietary dataset to enhance its products and services and monetising such data by providing unique insights into the property market
  • Providing further property-related services to its large audience of users as the consumer champion in the property market

Overview of the Offer

  • The Group has a diverse shareholder base including a number of key shareholders who hold approximately 93 per cent of the Shares in the Company between them. The Offer is expected to comprise a sale of Shares held by key shareholders including DMG Media Investments, Atlas Venture Fund VII, L.P, Alex Chesterman, Countrywide Plc, LSL Property Services Plc, Connells Limited, Simon Kain and Octopus Zenith LP (together, the “Selling Shareholders”). In addition, a number of smaller shareholders are expected to sell some of their Shares in the Offer.
  • The Offer comprises the sale of secondary shares only and will provide the Selling Shareholders with an opportunity for a partial realisation of their investment in the Company. The Company will not be issuing any new shares to investors or members in connection with the Offer.
  • Following completion of the Offer, it is expected that the UK Listing Authority’s minimum free float requirements will be satisfied, resulting in the Company having a free float of at least 25%.
  • The Offer is being made by way of:
    • the Institutional Offer by the Selling Shareholders: (i) to institutional investors in the United Kingdom and elsewhere outside the United States in reliance on Regulation S and in accordance with locally applicable laws and regulations, and (ii) in the United States, only to Qualified Institutional buyers in reliance on Rule 144A or pursuant to another exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act of 1933; and
    • the Member Offer in the United Kingdom by certain of the Selling Shareholders to existing subscribing members (being estate agents, letting agents, new home developers and franchisors) of the Group’s services (together the “Eligible Members”). Each Eligible Member will be contacted individually to explain how to participate in the Member Offer.
  • Pursuant to the Member Offer, each Eligible Member will be entitled:
    • To apply to purchase, per each branch or development advertised with ZPG, up to £2,500 worth of shares at a 20 per cent discount to the offer price (the “Offer Price”) in the IPO; and
    • the option to purchase, one year following Admission, per each branch or development, an additional amount up to the amount subscribed for at the IPO, at a 20 per cent discount to the Offer Price, provided Eligible Members remain continuing subscribing members of the Group’s services during the period up to and on exercise of the option one year after Admission.
  • The Company, its Directors and the Selling Shareholders will agree to customary lock-up arrangements in respect of the issue, sale or other transfer of Shares (as applicable) for the following specified periods of time following Admission:
    • Alex Chesterman, Simon Kain, Stephen Morana, certain other members of senior management and the Board will be subject to a 365 day lock-up; and
    • the remaining Selling Shareholders and the Company will be subject to a 180 day lock-up.
  • It is intended that an over-allotment option of up to 15 per cent of the total offer size will be made available by certain of the Selling Shareholders
  • It is expected that Admission will take place in June 2014 and that, following Admission, the Company will be included in the FTSE UK Index Series (in the FTSE 250, with a Media super-sector classification).
  • In relation to the Offer and Admission, Credit Suisse Securities (Europe) Limited (“Credit Suisse”) and Jefferies International Limited (“Jefferies”), are acting as Joint Global Co-ordinators, Joint Sponsors and Joint Bookrunners. Canaccord Genuity Limited (“Canaccord Genuity”) is acting as Co-Lead Manager.

UK, London

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WPP to acquire digital marketing agency Quirk in South Africa

wppWPP is to to acquire Quirk, Africa’s largest independently owned digital marketing agency, subject to regulatory approval.

Founded in 1999 in South Africa, Quirk has built a strong reputation for helping clients adapt and win in an ever-changing digitally-enabled world. With five agencies across Africa and in London, the company employs 200 people. Clients include Distell, Capitec Bank, Woolworths, Caltex and Tyco.

Quirk’s unaudited consolidated revenues for the year ended 28 February 2014 were approximately ZAR 140 million, with gross assets at the same date of approximately ZAR 68 million.

UK, London & South Africa, Cape Town

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A Fusion Deal: Argus acquires Metal-Pages

ArgusGlobal energy and commodity price reporting agency Argus has acquired Metal-Pages, a specialist pricing, news and analysis service focusing on speciality metals, rare earths and ferro-alloys. The terms of the deal were not disclosed.

Metal-Pages was established in 2000 and publishes 230 individual metals prices on a twice-weekly basis. Its coverage is international with a particular strength in Asia, where it operates a Chinese  language website with domestic prices and news. Metal-Pages also has contributors in India, South Africa, the US, South America and Europe, complementing Argus’ global network of offices.

Metal-Pages price assessments are used by producers, consumers and trading companies as a reference price in spot and term contracts as well as to value stock and evaluate new projects and opportunities. In addition to price information, Metal-Pages publishes information on supply and demand fundamentals, news and analysis and runs market-leading conferences. Metals-Pages staff will join Argus’ international team.

 

UK, London