Tarsus Group sells its French portfolio

September 3, 2015 — Fusion DigiNet

Tarsus Group plc has sold Tarsus France Holdings SAS to Magellan VI SAS for €9.2 million (approximately £6.6 million). The Disposal supersedes the 8 January 2014 announcement, when the Group said it was selling of up to 18% of the French Business to CRG Consulting SAS. See Fusion DigiNet reporting here.

The French Business, which owns a broad portfolio of exhibitions and conferences in France covering sectors including education, marketing, IT and the events and meetings industry, generated a profit before tax for the year ended 31 December 2014 of €0.9 million (approximately £0.6 million) and, as at 31 December 2014, had gross assets of €24.7 million (approximately £17.7 million).

Tarsus will receive €9.2 million (approximately £6.6 million) in cash. €7.2 million (approximately £5.2 million) will be received at completion and a deferred payment of €2.0 million (approximately £1.4 million) is expected to be received prior to 31 December 2016 (the “Deferred Consideration”). The Consideration is subject to customary financial adjustments to reflect the amount of net financial debt in the French Business at completion of the Disposal. Payment of the Deferred Consideration is subject to fall-back arrangements which provide for the Group to take majority control of the Purchaser if the Deferred Consideration is not paid in cash by 31 December 2016, but the Company does not expect those arrangements to be implemented.

Magellan VI SAS is owned 50.03% by CRG and 49.97% by Fonds de Consolidation et de Développement des Entreprises II. Romuald Gadrat, previously managing director of Tarsus France Holdings SAS, owns 80% of the share capital and voting rights of CRG, with the remaining 20% held by Claire Gadrat.

UK, London & France, Paris

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Progressive Digital Media Group completes the acquisition of Datamonitor Financial, Datamonitor Consumer, MarketLine and Verdict businesses from Informa

September 1, 2015 — Fusion DigiNet

Progressive Digital Media Group plc has completed the acquisition of Datamonitor Financial, Datamonitor Consumer, MarketLine and Verdict businesses from Informa plc.

The sale was effected by Informa transferring the above named businesses to Verdict Research Limited, the entire share capital of which was acquired by Progressive. Progressive paid £25.0 million in cash. For the financial year ended 31 December 2014, the pro-forma revenues for the businesses being acquired were approximately £17.8m and adjusted earnings (excluding central overheads) were circa £3.0m.

Commenting on the acquisition Simon Pyper, Chief Executive of Progressive Digital Media, said: “The acquisition of these businesses will broaden Progressive’s Consumer offering, providing scale and additional categories in an important industry sector. This acquisition will be our largest to date, yet of all the companies acquired by Progressive, these businesses are the ones we are most familiar with. Whilst some investment will be required this year and next, the Board is confident that this acquisition will provide a platform for further growth.”

Michael Danson, Executive Chairman of Progressive Digital Media Group plc, was chief executive of Datamonitor when the business was sold to Informa for a reported £502 million in 2007.

UK, London

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Pearson agrees to sell 50% stake in The Economist Group

August 13, 2015 — Fusion DigiNet

EconomistPearson has agreed to sell its 50% stake in The Economist Group for £469 million, payable in cash.

EXOR S.p.A. has agreed to purchase 27.8% of The Economist Group’s Ordinary shares for consideration of £227.5 million and all of the B special shares for consideration of £59.5 million from Pearson. Pearson’s remaining Ordinary shares will be repurchased by The Economist Group for a total consideration of £182 million.

The sales comes just weeks Pearson sold the Financial Times to Nikkei for £884 million.

The Economist Group is a leading source of analysis on international business and world affairs, delivered through a range of publications and services including: The Economist newspaper, one of the world’s leading weekly business and current affairs publications with a circulation of around 1.6 million; Economist.com; the Economist Intelligence Unit; CQ Roll Call and TVC.

Pearson reports its stake in The Economist Group as an associate and includes 50% of its profit after tax in operating income. In 2014, The Economist Group contributed £21 million to Pearson’s operating income and approximately 3 pence to adjusted earnings per share. At 31 December 2014, the carrying value of Pearson’s investment in The Economist Group was £nil.

John Elkann, Exor’s chief executive, said: “By increasing our investment in The Economist we are delighted to affirm our role as one of the Group’s long-term supportive shareholders, along with the Cadbury, Layton, Rothschild and Schroder families and other individual stable investors.

The transaction is subject to a number of regulatory approvals and to approval by both a 75% majority of The Economist Group shareholders and the group’s independent trustees. The provisions of the City Code on Takeovers and Mergers do not apply to The Economist Newspaper Limited. The transaction is expected to close during the fourth quarter of 2015.

UK, London & Italy, Turin

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LexisNexis to acquire MLex

July 28, 2015 — Fusion DigiNet

 

Legal & Professional has acquired MLex, a global legal media organization providing market insight, analysis and commentary on regulatory risk. the terms of the deal were not disclosed.

“Access to breaking news and expert analysis of the latest developments in regulatory risk is becoming ever more critical for our customers,” said Mike Walsh, CEO of LexisNexis Legal & Professional. “With the addition of MLex, LexisNexis will be able to provide global in-depth coverage of key developments in regulatory risk allowing our clients to keep abreast of the changing regulatory landscape. MLex’s regulatory news offerings will be a great complement to our leading portfolio of news assets including Law360, Nexis and Moreover.”

 

MLex focuses on providing insight, analysis, and commentary into key developments in regulatory risk. They employ an investigative approach combined with in-depth, forensic coverage of cases via a team of expert reporters, qualified lawyers and industry experts in more than a dozen bureaus around the world, including Brussels, Washington DC, Sao Paolo, Hong Kong and San Francisco.

USA, New York, NY

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A Fusion Deal: Global Technology Forum sold to Clarion 

July 27, 2015 — Fusion DigiNet

Fusion Corporate Partners are pleased to announce the sale of Global Technology Forum to Clarion.

Fusion Corporate Partners acted as corporate advisor for Incisive Media. The Fusion team was led by Paul Slight, director at Fusion. The terms of the deals were not disclosed.

For over 20 years, Global Technology Forum has provided the international oil refining and petrochemical community with an invaluable forum for networking, ideas sharing and contact building. The flagship European Refining Technology Conference (ERTC) Annual Meeting is recognised as the leading downstream event in Europe.

Global Technology Forum has long standing relationships with all of the oil majors, independent refiners, national oil companies and petrochemical operators.

UK, London

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Recent Fusion transactions include:

Media & Business Information

Business Support Services and Energy & Environmental Services

Exhibitions & Conferences

Healthcare

Broadcast

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July 14, 2015 — Fusion DigiNet

Ten Alps acquires Reef Television Limited
Ten Alps plc has acquired Reef Television Limited for up to £5 million (comprising £2 million initial consideration and deferred consideration of up to £3 million plus an additional amount of earn-out consideration).

Reef acquisition signals the first step in a strategy to grow the Ten Alps business through both acquisition and organic growth

UK, London

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Wilmington acquires Financial Research Associates LLC

July 7, 2015 — Fusion DigiNet

Wilmington plc has acquired the trading assets and assumption of certain liabilities of Financial Research Associates LLC (FRA), a US conference and networking provider of specialist events in healthcare and finance, for a maximum consideration of up to $20.6m (£13.2m).

Wilmington is acquiring FRA from its founding management team, who will continue in the business. The acquisition comprises a net initial consideration of $13.0m (£8.3m) in cash with two deferred cash consideration amounts of $1.5m each payable on 1 July 2016 and 1 July 2017 conditional upon the continued employment of the management team. Further deferred consideration of up to $4.6m is potentially payable in cash subject to FRA achieving challenging revenue and profit targets in the two financial years ended 30 June 2016 and June 2017 respectively.

FRA, was established in 2001 and is managed by Lori Medlen, CEO and Ellen Wofford, COO. The business has a successful portfolio of over 80 specialist events, focussed on finance and healthcare. FRA has 47 employees based in two offices; Charlotte, North Carolina and Santa Cruz, California.

In the twelve month period ending 31 December 2014, revenue for FRA was $10.5 million. The business made an adjusted profit before interest, amortisation and taxation of $2.6 million and had gross assets of $1.4 million. At 30 June 2015 the value of assets and of certain liabilities acquired resulted in a net liability of $0.4 million.

Commenting on the acquisition, Pedro Ros, Chief Executive Officer of Wilmington, said:
“FRA is a quality business with excellent market positions supported by an entrepreneurial and ambitious management team. This earnings enhancing acquisition provides Wilmington with new networking opportunities and capabilities within our Finance and Healthcare areas.

We are delighted that Lori, Ellen and the rest of the FRA team are joining Wilmington at this exciting time in our evolution. The acquisition will also strengthen our base in North America as we look to further internationalise our business.”

UK, London & USA, Charlotte, NC and Santa Cruz, CA

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Tarsus Group acquires AMB Group

July 6, 2015 — Fusion DigiNet

Tarsus Group plc has further strengthened its portfolio in South East Asia by acquiring 50% of the AMB Group for between $13 and $20 million. The acquisition is via a joint venture vehicle AMB Tarsus Exhibitions Sdn. Bhd. from Andrew Siow and Richard Yew .

Established in 1996, the AMB Group is a South-East Asian exhibition organiser with a major presence in Myanmar and Cambodia and a growing business in the region. It has built up a portfolio of market leading exhibitions and conferences in some of Tarsus’ key strategic sectors with the largest focused on building, infrastructure, automotive and food processing.

AMB Group has enjoyed strong growth in recent years, driven by the establishment of leading events in Myanmar and Cambodia – MyanFood and Cambuild respectively.

As part of its accelerated replication program Tarsus expects to be able to introduce a number of its leading brands into AMBT’s markets of Malaysia, Myanmar and Cambodia. Tarsus will also assist AMBT to access Indonesia by utilising the Group’s existing infrastructure in that market.

The acquisition of 50% of AMBT is for an estimated payment of $13 million (approx. £9 million) in cash of which $4.1 million (approx. £2.6 million) is payable on completion of the Acquisition with a further $4.1 million payable in January 2016 and deferred payments linked to the performance of the business up to the end of 2017. The total consideration for the initial 50% is capped at $20 million (approx. £12.8 million).

For the year ended 28 February 2015, AMB Group recorded unaudited profit before tax of approximately $2.2 million (approx. £1.4 million) and unaudited gross assets of $2.9 million (£1.8 million).

The consideration will be met from existing financial resources. To provide additional headroom the Group has increased its bank facilities to £75m (from £60m) and extended the term of the facilities out to July 2020. The other commercial terms of the bank facilities are unchanged.

There is a put and call option in respect of the Vendor’s remaining 50% stake in AMBT. The Vendors will be permitted to sell the Remaining Stake to Tarsus in the event of a sale of at least 50.1% of Tarsus ordinary shares of 5p each collectively held (either directly or beneficially) by both Neville Buch, Chairman and Douglas Emslie, Group Managing Director as at the date of completion. In this circumstance the Vendors may sell their Remaining Stake to Tarsus for a maximum consideration of $25m (approx. £16.1 million) in cash determined in reference to the profit of AMBT in the financial year (31 December) immediately preceding exercise of the option.

Douglas Emslie, Tarsus Group Managing Director said:

“AMBT is an excellent strategic acquisition and allows Tarsus to build scale in South East Asia with an entrepreneurial partner. Many of the ASEAN economies are growing strongly and the AMBT joint venture will offer us first-mover advantage in some key sectors in these exciting markets.

“I have known Andrew Siow for over 20 years and he and Richard have an excellent track record in launching and developing events in the region. Their expertise will add significant strength and depth to the Group’s operations in South East Asia. We expect there to be compelling opportunities to replicate Tarsus’ leading brands into AMBT’s geographic footprint.”

UK, London & Myanmar and Cambodia

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ITV acquires Twofour Group

June 24, 2015 — Fusion DigiNet

ITV plc has acquired Boom Supervisory Limited, the holding company of the Twofour Group, as ITV continues to strengthen its global content business.

Twofour is a fast growing group of companies that produced over 1,200 hours of programming in 2014. The group’s production labels, based in the UK and US, include Twofour, Twofour America, Boomerang, Oxford Scientific Films, Indus, Boom Cymru and the scripted producer Delightful Industries. The group has produced hit shows including Educating Yorkshire, The Jump, Posh Pawn, The Hotel Inspector and Animal Odd Couples.

Twofour also owns 51% of drama indie Mainstreet Pictures, and has a distribution business, Twofour Rights, which owns a diverse catalogue of over 550 hours of finished programming and formats.

ITV, which acquires Twofour from majority shareholder LDC, the private equity arm of Lloyds Banking Group, will pay an initial cash consideration of £55 million for 75% of the Group. There is a put and call option for the remaining 25% that can be exercised at the end of 2017 and between the end of 2019 and 2021, with any further payment subject to minimum average EBITA thresholds. Twofour delivered £5 million EBITDA in 2014.

Additionally, Twofour has a put and call option to acquire the remaining 49% of its subsidiary Mainstreet that can be exercised between 2018 and 2023.

The total maximum consideration for Twofour and the remaining 49% of Mainstreet is £280 million with contingent payments dependent on both businesses delivering exceptional profit growth to £60 million in aggregate over the payment period.

Kevin Lygo, Managing Director ITV Studios said: “Great creative talent, fantastic content and brilliant production expertise are central to ITV Studios’ strategy, so I’m delighted that the Twofour Group is joining our family of production companies as we continue to boost ITV Studios’ growth in the UK and internationally.”

UK, London

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UBM buys Hospitalar, Latin America’s largest healthcare trade show

June 3, 2015 — Fusion DigiNet

UBM plc has acquired Hospitalar, Latin America’s largest healthcare tradeshow, from SPFC Group.

Hospitalar is one of Brazil’s top five tradeshows, featuring 1,250 Brazilian and international exhibitors and attracting approximately 95,000 attendees. Hospitalar 2015, the 22nd edition of the International Fair of Products, Equipment, Services and Technology for Hospitals, Laboratories, Pharmacies, Health Clinics and Medical Offices took place in the Expo Center Norte in São Paulo from 19 to 22 May. The event serves the large Brazilian healthcare industry where growth is set to continue through the expansion of private healthcare for a growing, more affluent middle class.

Hospitalar generated revenue of approximately R$32m (£6.6m). The acquisition will make UBM the third largest events organiser in Brazil.

Following completion, Hospitalar’s staff will move over to UBM Brazil and the founders of the show will remain involved in a non-executive capacity for at least two years.

Tim Cobbold, CEO of UBM plc, said: “We are delighted to have acquired Hospitalar. It is a “must-attend” show with an increasingly international customer base and will further strengthen our position in Brazil. It also fits very neatly with the wider UBM portfolio and we are excited about the opportunity to leverage UBM’s strong position in the Medical Device and Manufacturing sector. We are already planning to co-locate a MD&M show alongside Hospitalar 2016.”

UK, London & Brazil, São Paulo

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