Bloomberg completes acquisition of BNA

Bloomberg has completed its acquisition of The Bureau of National Affairs, Inc (BNA) which is now a stand-alone wholly-owned subsidiary of Bloomberg. Originally reported by Fusion DigiNet in August, Bloomberg has acquired all of the outstanding shares of BNA for $39.50 per share in a cash tender offer followed by a merger for a total purchase price of approximately $990 million.

The acquisition was overwhelmingly accepted by the BNA owner/employees, who tendered approximately 95% of their stock within the 20 business day offering period. Additionally, Bloomberg received an early termination of the waiting period under the Hart-Scott-Rodino Act.

“Together, Bloomberg and BNA will offer a unique combination of premium content, deep subject matter expertise, proprietary data and world-class technological capabilities,” said Dan Doctoroff, CEO and President of Bloomberg. “BNA’s trusted and respected research and analysis will significantly enhance our professional offerings including Bloomberg Law, Bloomberg Government and the Bloomberg Professional service.”

The combination propels Bloomberg Law’s expansion into the legal information market and increases Bloomberg’s presence in the Washington, D.C. area where BNA is based. In addition, the combination expands Bloomberg’s coverage and analysis of tax and accounting, labor and employment, healthcare, intellectual property, and telecommunications issues. BNA will be led by its current management team and it will be part of the Bloomberg Industry Verticals Group.

 

“We’re delighted to formally welcome BNA to the Bloomberg family, and we look forward to working with BNA’s leaders and employees as we shape our future together,” said Peter Grauer, Chairman of Bloomberg. “We will work diligently over the coming months to determine how we will provide the best products for our customers, and will share more information as we progress.”

USA, New York, NY & Arlington, VA

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PennWell Corporation acquires the assets of eMarket Software

PennWell Corporation, a media and information company, has acquired the assets of eMarket Software, a Fort Worth, Texas company offering mapping products and services to energy industry.  Financial terms of the sale were not disclosed.

eMarket Software has created a sophisticated mapping and database platform that will become the web-based mapping platform for PennWell’s MAPSearch business which provides GIS data for the petroleum, natural gas, electric power, and renewable energy industries.  MAPSearch provides comprehensive date in geospatial form on over 1,000,000 miles of pipelines and 750,000 miles of transmissions lines in North America.

Shawn McCarthy, founder of eMarket Software and its president since 2007, will join PennWell’s MAPSearch group as director of product development.  McCarthy will report to Edward Metz, vice president and general manager of PennWell MAPSearch based in Houston.

PennWell President & Chief Executive Office Robert F. Biolchini said, “The eMarket products will offer MAPSearch an innovative online and mobile mapping platform that will extend our best-in-class geospatial data for oil and gas, electric power, and renewable energy to new markets and customer groups.  Shawn McCarthy has an extensive background in software and product development and we are pleased he will join PennWell to help build innovative products for leveraging and delivering our vast data and content assets.”

Tulsa, OK

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Reed Elsevier to acquire Accuity

Reed Elsevier is to acquire the entire issued share capital of Accuity Holdings Inc. from Investcorp, a global investment firm, for a consideration of £343m payable in cash.

Accuity is a US provider of online subscription-based data solutions for the financial services industry which enable customers to maximise the accuracy of their banking and payment transactions, and to minimise the risk of non-compliance with government regulations in these transactions. Accuity is a highly complementary business with both Reed Elsevier’s Bankers’ Almanac and the financial services business of LexisNexis Risk Solutions.

Reed Business Information CEO Mark Kelsey said: “Bankers’ Almanac and Accuity are both strong brands with highly complementary products and strengths and excellent geographic fit. The combination of the two companies will enable us to offer customers much more comprehensive products and services to meet their developing needs.”

Accuity operates in three principal segments:

  • Payment Efficiency: provision of bank routing data files, filters, directories and look-up tools which enable financial institutions and corporates to execute transactions globally, increasing straight-through-processing rates, and reducing errors and costs;
  • Risk Reduction: provision of data and software solutions that enable financial institutions and corporates to screen against sanctioned and high risk entities and people through customer filtering, account screening and transaction monitoring; and
  • National Regulatory Services: provision of workflow, information and consultancy services which help investment institutions remain compliant with regulations.

Accuity is, like Bankers’ Almanac, an online data business with subscription-based revenues, 95%+ customer retention rates and double digit revenue growth. It has offices across the US and in the UK, and provides solutions to the banking financial services, corporate and government communities with over 14,000 clients, including most of the world’s leading financial institutions and all of the top 25 US banks. Accuity has over 300 staff and is based in Skokie, Illinois, United States.

Accuity will be integrated with Bankers’ Almanac and will share the combined data assets with LexisNexis Risk Solutions. The CEO of Accuity is joining Reed Elsevier to run the enlarged business within the data businesses of Reed Business Information.

The acquisition will be accretive to Reed Elsevier’s adjusted earnings from the outset, with post tax returns expected to cover its weighted average cost of capital by the third year. The transaction is expected to close in the fourth quarter.

James M. Peck, CEO of LexisNexis Risk Solutions said: “Accuity is a business with prestigious content, in an attractive space with strong fundamental growth characteristics. The combination will provide our customers with expanded resources to contribute further to managing their AML and Know Your Customer (KYC) requirements.”

The Netherlands, Amsterdam & USA, Skokie, IL

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Wilmington Group – Full Year Results

Wilmington Group plc provides information and training to professional business markets globally. It operates in a variety of professional markets including accountancy, banking and finance, charities, healthcare, insurance, legal and pensions. Capitalised at approximately £71 million, Wilmington floated on the London Stock Exchange in 1995.

  • Charles Brady, Chief Executive
  • Basil Brookes, Finance Director

Full Year Results for Year Ending June 2011

Highlights

  • Revenue – increased by 6.9% to £83.8m (2010: £78.4m)
  • Adjusted Profit Before Tax – increased by 2.2% to £13.4m (2010: £13.1m)
  • Adjusted EBITA increased by 3.5% to £14.9m (2010: £14.4m)
  • Statutory profit before tax £6.1m (2010: £7.3m)
  • Adjusted Earnings per Share – increased by 11.3% to 11.8p (2010: 10.6p)
  • Cash inflow from operations £15.8m – (2010: £15.5m)
  • Cash conversion 111% (2010:110%)
  • Adjusted Operating Margin – decreased to 17.8% (2010: 18.4%)

Proposed final dividend of 3.5 pence per share, making a full year maintained dividend of 7.0 pence per share

Returns from acquisitions

  • ROI 17% 2011 (2010: 14.8%)

Publishing & Information

  • Revenue increased 13.4% to £40.2m
  • Underlying revenue, before acquisitions, stable at £35.3m
  • Digital revenues 72% of sales (2010: 66%) Aim to be 78% in 2011/12

Training & Events

  • Revenue increased 1.0% to £43.6m
  • Excluding investment spend profits increased by 9.8% to £7.2m

Training and events businesses performed well, save for legal training where market conditions continue to be challenging; excellent performances by Mercia in the accountancy market and Matchett in the investment banking market

Overseas expansion continues: 26% (2010: 21%) of Group revenues were generated outside the UK, with offices in Sydney, Hong Kong, Singapore, Dubai, Dublin, Paris, New York and Chicago

David Summers, Chairman, commented, “The Group has shown resilience during the recent economic downturn, transitioning its activities to sustainable professional business markets and operating increasingly internationally. The Group has continued to invest in exciting new developments in subscription based digital publishing and professional training. We are also investing in the development of the International Compliance Training business to meet the significant demand for anti-money laundering and compliance training programmes. The current level of development activity is unprecedented in the history of the Group and I believe that these investments will deliver strong levels of growth in the medium term. While generally the economic environment continues to be very tough, with few signs of sustained improvement in the global economy, Wilmington’s business is robust. I anticipate that it will continue to deliver good levels of profitability and, once markets recover and the returns on our many exciting developments are realised, I believe it will deliver excellent returns for its shareholders.”

UK, London

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Centaur Media acquires Investment Platforms for up to £6.3M

Business information and events group Centaur Media plc has acquired Investment Platforms, a specialist information business in the retail financial services sector. The purchase price is £1.8m, payable in cash at completion, and a further payment in cash subject to IPL’s profits in the year to 30 June 2014. The total purchase price will be capped at £6.3m.

IPL provides research data, analysis and advice on the subject of retail financial distribution and fund platforms, with a particular focus on financial wraps, or platforms that typically offer access to a range of asset types. It also organises events for product providers and intermediaries. The investment wrap and platform market has become one of the driving forces of the retail financial services industry in the past 10 years.

IPL was founded three years ago by vendor, Holly Mackay, who had previously developed and managed investment platforms for Merrill Lynch and Norwich Union in Australia before being appointed UK Director of Santander’s Allfunds Bank in 2005. IPL has quickly established itself as the leading source of information on this fast-growing specialist area and on retail investment distribution in general.Holly and her staff will remain with the business following the acquisition,

IPL’s revenues are currently generated principally through subscriptions to research reports, and from sponsorship and delegate revenues derived from events. Pro forma 2011 revenues and earnings before interest and tax (ebit) are £0.9m and £0.3m, respectively.  The value of gross assets of IPL at completion amounted to approximately £0.4m. The acquisition is expected to be immediately earnings enhancing.

Geoff Wilmot, CEO of Centaur, said:

“This earnings enhancing acquisition is an excellent fit with us. IPL provides specialist information and advice to the retail funds and intermediary community, which is a core market for Centaur, served by our leading brands Money Marketing and Fund Strategy.

“This market is in a period of significant change following the completion of the Retail Distribution Review and IPL is the leading expert information provider in the field.  Given our strong position in this market, we are ideally placed to provide IPL with full market distribution of its services. ”

UK, London

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Ziff Davis has acquired Focus Research

Ziff Davis has acquired Focus Research, a provider of online research to enterprise buyers and leads to IT vendors. Focus Research  was founded in 2005 with backing from Lightspeed Ventures, Trinity Ventures and GGV Capital, Focus Research (formerly known as Tippit).  Effective immediately, Focus Research will be renamed “Ziff Davis B2B Focus” and will operate as a stand-alone unit within Ziff Davis, Inc. The new business unit will continue to operate out of its current offices in San Francisco.

As part of this transaction, a small group of Focus Research employees, including CEO Scott Albro, will leave to work on building out Focus.com as a separate business not affiliated with Ziff Davis.

“Through this acquisition, Ziff Davis will strengthen its core mission of informing and influencing in-market buyers of technology,” said Vivek Shah, CEO of Ziff Davis. “We welcome the Focus Research team to Ziff Davis and look forward to working together to provide our marketing clients a full array of solutions from premium display to data-targeted advertising to lead-gen programs across consumer and business audiences.”

USA, New York, NY & San Francisco, CA

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Wolters Kluwer Corporate Legal Services completes acquisition of NRAI

Wolters Kluwer Corporate Legal Services (CLS) has completed the acquisition of the stock of National Registered Agents, Inc. (“NRAI”). The terms of the deal were not disclosed.

The acquisition of NRAI extends CLS’s portfolio of brands for the legal services market, including CT Corporation, a provider of Corporate Business Compliance solutions, and BizFilings, an online incorporation service provider for entrepreneurs and small-business owners.

“We are pleased to welcome NRAI’s employees and partners to Wolters Kluwer Corporate Legal Services,” said Richard Flynn, president and CEO, Wolters Kluwer Corporate Legal Services. “This acquisition expands the range of CLS’s offerings to small and mid-sized businesses, creating the most comprehensive spectrum of products and service to serve our corporate and law firm customers.”

USA, New York, NY

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Bloomberg to acquire BNA for $990M

Bloomberg and BNA have entered into an agreement for Bloomberg to acquire all of the outstanding shares of BNA for $39.50 per share in a cash tender offer followed by a merger for a total purchase price of approximately $990 million. The transaction is expected to close in 2011.

BNA, which is wholly owned by current and former employees, provides legal, tax and regulatory research and analysis and would become a stand-alone subsidiary of Bloomberg.

This acquisition would strengthen Bloomberg’s offerings in the legal information market by complementing Bloomberg Law. In addition, the combination would enhance Bloomberg’s coverage and analysis of tax and accounting, labor and employment, healthcare, intellectual property, and telecommunications issues.

The acquisition would significantly grow Bloomberg’s presence in the Washington, DC area through its multiple operating units, Bloomberg News, Bloomberg Government, Bloomberg Law and BNA — which would work together to provide coverage and analysis of U.S. policy and regulatory issues for customers.

“BNA’s employees have built a superior franchise and we are enthusiastic about a Bloomberg-BNA combination that will deliver more premium content to our professional audiences,” said Dan Doctoroff, CEO and President of Bloomberg. “BNA research and analysis will make Bloomberg’s products even more valuable, and BNA would benefit from our data and technology expertise.”

“For more than eight decades, we have provided our subscribers with quality products that allow them to do their jobs more effectively and efficiently,” said Paul N. Wojcik, Chairman and CEO of BNA. “We believe this is the start of a new day, where we will join forces with Bloomberg to extend our premium content to an expanded audience.”

“Bloomberg and BNA share many of the same values, including a commitment to deliver high-quality content to customers, employing highly skilled and experienced workers and offering superior customer service,” said Peter Grauer, Chairman of Bloomberg. “We look forward to welcoming them to the Bloomberg family.”

The tender offer is expected to commence by September 8, 2011. If the tender offer is completed, untendered shares of BNA are expected to be converted in the subsequent merger into the right to receive the same US$39.50 per share price paid in the tender offer.

USA, New York, NY & Arlington, VA

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Thomson Reuters acquires precious metals consultancy GFMS

Thomson Reuters has acquired analyst firm GFMS (formerly known as Gold Fields Mineral Services), a precious metals consultancy, specialising in research into the global gold, silver, platinum and palladium markets. Terms of the acquisition were not disclosed.

“The strategy for our commodities business has been to deliver best-of-breed, specialist services and unique content to energy, metals and agriculture professionals via our next generation desktop Thomson Reuters Eikon,” said Shaun Sibley, global head, commodities, Thomson Reuters. “This investment coupled with our acquisition of Point Carbon last year is helping us deepen those propositions by bringing in specialist talent to our team which delivers invaluable insight, information and tools to our clients.

“Our clients will now have access to additional high-value GFMS content via Thomson Reuters Eikon in the future. We’re extremely pleased to join forces with GFMS and significantly strengthen our offering to the metals market,” added Sibley.

Both Philip Klapwijk, chairman of GFMS, and Paul Walker, CEO of GFMS, will remain with the business and take up new roles as global head of metals analytics and global head of precious metals respectively. They will report to Mitchel Ingham-Barrow who is Global Head of Metals at Thomson Reuters.

“This is an exciting time for GFMS as we become part of the large-scale and dynamic company that is Thomson Reuters, helping us to provide an even sharper focus on the global metals markets,” commented Philip Klapwijk, incoming global head of metals analytics, Thomson Reuters. “We see the Thomson Reuters Eikon desktop as one of the most innovative tools for metals professionals and we look forward to enhancing this proposition even further with the addition of our research and analysis.”

USA, New York, NY & UK, London

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Half Year Mergers and Acquisitions Trends Report for Private Equity in the Information Industry

Berkery Noyes has released its Half Year Mergers and Acquisitions Trends Report for Private Equity in the Information Industry.

The report analyses merger and acquisition activity in the private equity market over the first half of 2011 and compares it with activity in the four previous sixth-month periods. Berkery Noyes includes in this report transactions made by financially sponsored acquirers within the Information Industry, including purchases made by subsidiaries or platforms of private equity firms.

Berkery Noyes data shows that transaction volume and aggregate value rose considerably over the second half of 2010.  Transaction volume gained 11 percent in the first half of 2011, rising to 171, while value rose a considerable 21 percent in the first half, hitting $11 billion.

“The data shows that the private equity market continues to improve in the number of completed deals from the trough of 2009,” said John Shea, COO of Berkery Noyes. “The upward trend has been lumpy, however, and will probably continue that way for some time.”

The report also highlights the activity of Thomas H. Lee Partners within the information industry this half as the most active financial acquirer, with 10 acquisitions.  Thomas H. Lee Partners also announced the highest valued transaction this half, the pending acquisition of Acosta, Inc., a subsidiary of AEA Investors LP, for $2 billion.

A copy of the First Half 2011 Private Equity Industry M&A Report is available here.

USA, New York