OpenTable to acquire toptable.com for $55M

OpenTable, a leading provider of free online reservations for diners and guest management systems for restaurants, has entered into a definitive agreement to acquire toptable.com, a leading restaurant reservation site in the United Kingdom, for approximately $55 million USD in cash.

“This acquisition of toptable.com is designed to accelerate the growth of our business in the United Kingdom in a meaningful way,” said Jeff Jordan, President and CEO, OpenTable. “By combining toptable.com’s robust consumer destination site for diners with our best-in-class software for restaurants, we will be able to provide a superior service to restaurants and diners in the United Kingdom.”

“This is an important milestone in toptable’s history. There’s always been mutual admiration between the two companies, and we’re really excited about the future, working as a combined force,” said Karen Hanton MBE, founder of toptable.com.

Transaction and Financial Information

OpenTable will acquire the entire issued share capital, including outstanding options, of privately-held toptable.com for approximately $55 million USD. The transaction is expected to close in the fourth quarter of 2010 and is subject to customary closing conditions. OpenTable plans to finance the acquisition with existing cash, cash equivalents and short-term investments. For the fiscal year 2009, toptable.com reported revenues of approximately £6.3 million and net income of £750,000. OpenTable believes it will incur approximately $500,000 in non-recurring transaction and integration costs in both Q3 and Q4, or a total of $1 million through the end of the year. OpenTable will file a Current Report on Form 8-K that will include as an exhibit the Share Purchase Agreement for the acquisition.

BofA Merrill Lynch is acting as financial advisor and Latham & Watkins LLP as legal counsel to OpenTable; Allen & Company is acting as financial advisor and Bird & Bird LLP as legal counsel to toptable.com.

UK, London & USA, San Francisco, CA

UBM acquires Canon Communications LLC for $287 million

UBM has reached an agreement to acquire Canon Communications LLC from Spectrum Equity Investors and Apprise Media LLC for $287 million.

View UBM’s acquisition presentation – PRESENTATION

Transaction highlights

  • UBM to become the leading worldwide provider of tradeshow and related media for the growing medical device design and manufacturing market and adjacent advanced manufacturing sectors
  • Creates excellent growth opportunities, particularly in emerging markets, leveraging UBM’s worldwide tradeshow infrastructure and expertise
  • Complements UBM’s existing electronic engineering business, creating a richer set of information and marketing services
  • Expected to be approximately 9% EPS accretive in its first full year of ownership, with Return on Investment in that year in excess of cost of capital
  • The $287 million consideration represents a multiple of 7.8x EBITDA (LTM 30 June 2010); the transaction will be funded from existing bank facilities
  • Continues UBM’s strategy of investing to establish strong positions in B2B markets that provide rich opportunities for profitable growth worldwide
  • The transaction is subject to Hart-Scott-Rodino (HSR) antitrust clearance

In the twelve months to 30 June 2010, Canon generated $106 million (£68 million) in revenues and $37 million (£24 million) in EBITDA on a pro forma basis. Pro forma revenues and EBITDA for the six months to 30 June 2010 were $66 million (£44 million) and $27 million (£18 million) respectively.

David Levin, Chief Executive Officer, UBM said, “The acquisition of Canon is an exciting step for UBM, building on our track record of identifying, completing and integrating value-enhancing acquisitions over the last five years. Canon is a great strategic fit for us: it gives us a complementary portfolio of market-leading branded tradeshows and related products which serve highly attractive growth markets experiencing globalisation. The combination of Canon’s brands with both our worldwide infrastructure and our existing electronic engineering business offers us exciting growth opportunities, particularly in Canon’s core medical device design and manufacturing markets. The management team, led by Charlie McCurdy, have done a great job in developing the Canon business. I look forward to welcoming Canon’s staff to UBM and to working with them as we accelerate Canon’s growth.”

USA, Los Angeles

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UBM agrees to acquire UM Paper for up to $880,000

United Business Media Limited has agreed to acquire UM Paper, an information and analytical services business, from Samwell Group on behalf of RISI, UBM’s forestry and paper industry intelligence business for an initial cash consideration of $440,000 and a further performance-related consideration of up to $440,000 payable over the next two years. For regulatory reasons, the transaction will be implemented through a nominee on behalf of RISI and is subject to registration in the PRC. The transaction is expected to complete later this month.

Based in Shanghai and employing eleven staff, UM Paper provides its China-based customers with paper industry information and pricing intelligence, notably regional and historic pricing trends in paper commodities. UM Paper’s principal subscription newsletter is distributed to subscribers drawn from across the paper industry, including plant operators and converters (box and envelope makers, publishers, printers) and other professionals involved in the paper product markets. Samwell Group’s Chairlady Elaine Zhang will remain with the business as a senior advisor. The business is expected to generate revenues of approximately $300,000 in 2010.

In 2009 China became the world’s largest market for forest products and is expected to generate more than half the industry’s growth over the next 20 years. The acquisition of UM Paper is highly complementary to RISI’s existing presence in China, which is delivered by a team of 17 employees in Shanghai and Beijing. UM Paper expands RISI’s capabilities and products both on and for the China market, as well as providing an established sales and marketing network to bring RISI’s authoritative content, products and services to the Chinese market.

Mike Coffey, CEO of RISI, said:

“I am very pleased to welcome both the UM Paper team to RISI and also our new senior adviser Elaine Zhang as we look to develop our services in China. The combination of our two businesses offers terrific advantages to our customers: UM Paper customers gain access to a range of new RISI products and services, and we are able to enhance RISI’s existing product and service offering in both China and worldwide. Most importantly, UM Paper helps us toward fulfilling our ambition to become the leading information provider for the paper and board industry in China.”

China, Shanghai

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Google acquires Quiksee

Reported in Israeli newspaper website Haaretz and confirmed on the Quiksee website, Quicksee has been acquired by Google. Haaretz estimates the deal at $10 million. Quiksee allows users to create location-based interactive media content.

The Quiksee announcement

We are delighted to announce that Quiksee has been acquired by Google! We’ve learned a lot from our previous work at Quiksee, and we look forward to bringing our experience, creativity and insight to Google. Both Google and Quiksee share the same innovative vision, and while we can’t share any future product plans, we look forward to the opportunity to contribute and do great things together in the future. We’ll be joining the Google Geo team and hope to have news for you soon. Stay tuned!

In April DigiNet reported that Google acquired Israeli startup LabPixies in April for between $15 and $25 million.

Israel, Or Yehuda & USA, Mountain View, CA

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DHX Media acquires W!ldbrain Entertainment

DHX Media, an international producer and distributor of television programming and interactive content, has acquired 100% of W!LDBRAIN Entertainment, the LA-based, award-winning entertainment company that produces and animates The Ricky Gervais Show for HBO and turned Yo Gabba Gabba!

The acquisition further strengthens DHX Media’s position to become one of the top independent libraries of quality family entertainment in the world, with an eye towards developing content with hit potential across current and emerging broadcast channels. The deal also combines DHX Media’s efficient and acclaimed production capabilities and international television broadcast relationships with W!LDBRAIN Entertainment’s in-house creative team and relationships with U.S. broadcasters to fuel future growth across both businesses.

Michael Polis will continue to lead W!LDBRAIN Entertainment as President, W!LDBRAIN Entertainment.  He will also serve as EVP, Branded Entertainment & Consumer Products, DHX Media, where he will also lead DHX Media’s international licensing activities.

Michael Donovan, Chairman and CEO, DHX Media said: “W!LDBRAIN is a great fit for our business. In addition to gaining a new hit US property in Yo Gabba Gabba! and its live show, DHX Media will also benefit from an LA-based studio with a strong creative and marketing track record and excellent US broadcaster relationships. Mike Polis and his team have a first-rate reputation and this collaboration will further advance our goal of creating and leveraging a library of hit kids and family entertainment brands.”

Michael Polis added: “In addition to further accelerating our development of co-productions, growing our successful franchises and leveraging DHX’s global distribution infrastructure for future properties, we look forward to working with DHX Media to secure new merchandising and licensing revenue opportunities in the U.S. and beyond,” said Polis.

Canada, Toronto & USA, Los Angeles, CA

Security First International Holdings has completed an asset purchase agreement With Global Online Television Corporation

Security First International Holdings has completed an asset purchase agreement with Global Online Television Corporation for 42,661,002 common shares of Security First International Holdings in exchange for all of the assets of Global Online Television Corporation.

Due to complications with the merger between Global Online Television Corporation and Security First International Holdings newly retained council advised both parties that an asset purchase agreement would be in the best interest of both companies and still retain the same desired results of a merger.

The common shares of Security First International Holdings that Global Online Television Corporation has received will be issued as an equal distribution dividend to Global Online Television Corporation shareholders in exchange for their Global Online Television Corporation shares.

The upcoming forward split for Security First International Holdings, Inc. of 1 for 20 will be in effect for the Global Online Television Corporation shareholders. The 42,661,002 common shares of Security First International Holdings that Global Online Television Corporation has received from this asset purchase will become 853,220,440 after the completed forward split.

Global Online Television Corporation was originally established by Atlantis Technology Group as a media subsection that would develop research in the advancement of media-based technology. Using IPTV and Microsoft Windows Media Player, the video stream is delivered to your home television over broadband Internet connection. Any broadband Internet connection can be used, so there is no need to change providers.

USA, Miami, FL

Scholastic acquires Math Solutions

Scholastic, the global children’s publishing, education, and media company, has acquired Math Solutions, a leading authority on K-12 mathematics instruction, providing teachers with professional development services, publications and resources.  Founded by renowned mathematics educator and author, Marilyn Burns, Math Solutions has previously worked with Scholastic to create Do The Math, the award-winning math intervention program that gives students who have fallen behind the chance to catch up and keep up.  Terms of the transaction were not disclosed.

“Math Solutions leads the field in professional development services for math. They also publish award-winning books and resources and are developing a diagnostic mathematics assessment tool with funding from The Bill & Melinda Gates Foundation.  Joining the expertise of Marilyn Burns and the Math Solutions team with the experience and reach of Scholastic Education, we will provide comprehensive district-wide school improvement solutions in mathematics along with a robust suite of math intervention programs comparable to our highly successful offerings in reading and language arts,” commented Margery Mayer, President, Scholastic Education.

Marilyn Burns added, “Math Solutions and Scholastic have enjoyed a long-standing working relationship and this is an excellent opportunity to formalize our collaboration around our shared belief that all children can learn and that high quality teaching is the single most important factor for raising student achievement.”

USA, New York, NY

David Montgomery forced out as chief executive of Mecom after pressure from shareholders

Reuters are reporting that David Montgomery is being forced out as chief executive of Mecom after pressure from shareholders fed up with ongoing high debt levels and falling sales. Under Montgomery, Mecom made several acquisitions that it was later forced to sell, piling up debt in the process. Last May, investors participated in an emergency £140 million-pound rights issue to avert a debt crisis.

The announcement on the Mecom website reads:

David Montgomery, CEO, today announces his planned retirement from Mecom Group.

Mr Montgomery, the founder of the Group that has grown into one of Europe’s leading newspaper and content businesses, enjoys the complete confidence of the Board.

Nevertheless, following pressure from certain shareholders, he has decided to leave at the time of the Group’s pre-close trading statement next January.

In the meantime Mr Montgomery will continue to implement the Group’s existing strategy together with his team who all enjoy the absolute support and active encouragement of the Board.

Mr Montgomery said: ‘The business has weathered the recession well and is transforming into a broader content business with accelerating on-line revenues. This transformation process will continue for the rest of this year and beyond given the commitment and energy of all Mecom management and staff.’  

UK, London

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The Board will conduct a search process to find the person best qualified to succeed Mr Montgomery.

Glam Media acquires German men’s online media company Fantastic Zero

Glam Media Germany, has acquired Fantastic Zero, a leading German vertical media company for men online reaching 5.4 million unique users, from Holtzbrinck Digital GmbH and Publigroupe S.A. One year since the launch of the German men’s vertical, Brash.de, Glam Media is focused on expanding the Brash Media brand with the Fantastic Zero sites targeting men in key categories including lifestyle, sports, entertainment, gaming, and autos. Fantastic Zero Founder and CEO Aric Austin has been appointed “the man for men” at Glam Media Germany. Fantastic Zero, based in Berlin and Munich, will be integrated into Glam Media.

“Glam stands for significant reach with a high degree of engagement by women in Germany and around the world,” said Ralf Hirt, CEO of Glam Media Germany and VP International. “With Fantastic Zero and Brash, we can now further expand our reach with male audiences. More than ever, this means marketing solutions that cater to the strong demand from agencies for premium advertising environments that appeal to men and have significant reach at the same time. The team at Fantastic Zero has created a highly successful business model, which we will roll out in other European countries in the future.”

Fantastic Zero was established in August 2007 as the first vertical for men in Germany. The company has more than 50 partner sites including Cineastentreff, Comicgate, Gamenews, and Sport2 engage with men online. Categories across Fantastic Zero include movies, entertainment, comics, technology, hardware, and gaming.

“Glam Media is the logical next step in our development and simply a perfect fit,” said Aric Austin, founder and CEO of Fantastic Zero. “Together we will provide the vertical market with new ideas and innovations through Glam Media’s next generation technologies.”

“After the successful growth and startup work under the leadership of Holtzbrinck eLab, the deal with Glam Media will enable the next stage of expansion for Fantastic Zero,” said Markus Schunk, CFO of Digital and Managing Director of Holtzbrinck eLab.  “Congratulations to Aric Austin for his excellent management and building the company—together with Glam, Fantastic Zero will create a leader targeting male audiences.”

“After reaching number one for women, Glam Media is expanding to target men with the acquisition of Fantastic Zero,” said Dr. Marcel Reichart, Managing Director, DLD Media and DLD Ventures, and Member, Glam Media Board of Directors. “Glam Media now has even broader reach for its innovative technology and digital marketing solutions.”

Glam has an outstanding position in delivering efficient and effective solutions to brands and agencies in today’s complex digital advertising marketplace. Just a few weeks ago, Glam Media Germany launched the social media real-time application Tinker that connects both Twitter and Facebook audiences with more than 1,500 sites in the Glam and Brash verticals. In addition, Glam Media Germany recently launched GlamAdapt, the first alternative ad serving platform to DoubleClick, enabling brands to make a greater impact online.

Germany, Munich

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Amazon buys online music retailer Amie Street

Amazon.com Inc., seeking to expand its position in the music download market against rivals like Apple Inc.’s iTunes Store, has purchased online music retailer Amie Street for an undisclosed amount.

In an e-mail to users Wednesday, Amie Street said it has found “a great home” for its site AmieStreet.com with Amazon. The Seattle-based online retailer first invested in the site nearly four years ago, Amie Street said.

Amie Street, which is based in Long Island City, N.Y., was founded in 2006. Unlike online music stores like Amazon MP3 and the iTunes Store, the site has allowed users to buy songs that start off free and become increasingly expensive as they rise in popularity.

The e-mail said that starting Sept. 22, site visitors will be forwarded to Amazon.com Web pages, and the AmieStreet.com service will be shut down. Users have until that date to spend any credit they have with the site or download any songs they’ve already purchased.

On Wednesday afternoon, the site was unavailable for use, with visitors greeted by a note informing them that it was “down for maintenance.”

The e-mail said that going forward, Amie Street will focus on developing Songza.com, which is an Internet radio service that lets people build playlists with friends.

USA, San Francisco, CA