Motive Television acquires the remainder of its Spanish subsidiary

November 26, 2014 — Fusion DigiNet

Motive Television plc has reached agreement with CCAN 2005 Inversiones Societarias, S.C.R., S.A. De Regimen Simplificado to acquire the remaining 32.3% of Motive Television SL, (its Spanish subsidiary), that it does not own for €600,000. The agreement also resolves a two-year legal dispute between Motive and CCAN that has been active in the courts in Spain and the United Kingdom.

The acquisition is being part financed by a placing of 6,153,846,154 new ordinary shares priced at £0.00013 each to raise gross proceeds of £800,000.

€600,000 will be used to finance the CCAN settlement and the balance will be used to accelerate the rollout of Tablet TV in the United States, United Kingdom, and other markets.

In October 2010, the Company acquired 67.7% of Adecq Digital S.L. (since renamed Motive Television S.L.) from its founders for €4.2 million. CCAN owned the remaining 32.3% until 3 July 2012 when it underwent a change of control and Motive exercised its rights under the Shareholder Agreement to acquire the CCAN stake at nominal value. Subsequently, CCAN notified the Company that it intended to exercise its rights under a Put Option to sell its shares to Motive for €2.1 million, and the ownership transfer has been in legal dispute since then.

Michael Pilsworth, Chairman of Motive Television plc, said, “This acquisition resolves the long-standing legal dispute between the Company and CCAN and gives Motive complete ownership of its subsidiary that owns its patented IPR. It allows management to focus on the upcoming launches of Tablet TV in the United States and the UK and on building our business.”

UK, London & Spain, Barcelona

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Yahoo to acquire BrightRoll for $640M

November 13, 2014 — Fusion DigiNet

YahooYahoo! Inc. is to acquire BrightRoll, a programmatic video advertising platform for approximately $640 million in cash. BrightRoll’s net revenues are expected to exceed $100 million this year. Yahoo expects the transaction to enhance its EBITDA. Acquiring BrightRoll will make Yahoo’s video advertising platform the largest in the US.

brightroll“Video, along with mobile, social, and native, is driving a surge in digital advertising. Here at Yahoo, video is one of the largest growth opportunities, and BrightRoll is a terrific, strategic and financially compelling fit for our video advertising business,” said Marissa Mayer, Yahoo CEO. “As with every acquisition, we have been extremely thoughtful about our approach to the video advertising space. This acquisition will accelerate the growth of both companies – we can help BrightRoll scale to even more advertisers globally and they can bring their tremendous platform offering to Yahoo’s advertisers. The combination builds positive momentum for Yahoo’s broader display advertising business in 2015.”

The acquisition is expected to complete in Q1 2015. BrightRoll will retain their team of approximately 400 employees.

USA, Sunnyvale, CA & San Francisco, CA

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BSkyB completes acquisition of Sky Italia and 89.71 % of Sky Deutschland

November 13, 2014 — Fusion DigiNet

sky summer_logoBSkyB has completed its acquisition of Sky Italia S.r.l and takeover offer for Sky Deutschland AG.

Previous reporting.

The Company has acquired 89.71% of the share capital of Sky Deutschland, with 87.45% acquired through the offer process and the balance acquired subsequent to the close of the offer acceptance period on 3 November 2014.

The acquisition of Sky Italia was for a total consideration of £2.45 billion, £2.07 billion paid in cash and the balance through the transfer to 21st Century Fox of BSkyB’s 21% stake in National Geographic Channel International.

The acquisition of 87.45% of Sky Deutschland through the offer process was for a total consideration of €5.50 billion (representing €6.75 per share), with a further 2.26% being acquired at an average price of €6.20 per share, amounting to €5.63 billion in aggregate.

The enlarged group will serve 20 million customers across five countries: Italy, Germany, Austria, the UK and Ireland. It will also be one of the largest employers in the sector with 31,000 staff across 30 main sites.

Group Chief Executive, Jeremy Darroch will oversee the enlarged group as well as continuing to lead the UK and Ireland business while Andrew Griffith will be Group Chief Financial Officer. Andrea Zappia will continue to lead the business in Italy as Chief Executive of Sky Italia and Brian Sullivan remains Chief Executive of Sky Deutschland AG.

UK, London & Italy, Milan & Germany, Unterföhring, Bavaria

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Tarsus Group plc acquires South Beach Symposium

November 11, 2014 — Fusion DigiNet

TarsusTarsus Group plc, the business-to-business media group, is to acquire 100% of the assets of the South Beach Symposium from SBS Medical Education LLC for $6.4 million. $5.5 million is payable on completion and deferred payments made to be made through to 2018 of US$0.9 million. For the year ended 31 December 2013, the SBS assets recorded unaudited profit before tax of approximately US$0.8 million.

SBS is an educational event for Dermatologists, Plastic Surgeons and other physicians. It takes place annually in Miami and the next edition will be held in February 2015. Founder Mark Nestor, M.D., Ph.D. will continue to lead SBS after its acquisition and is contracted through to the 2017 event.

The Acquisition also includes the purchase of SBS’s planned online education business “Dermatology Education Online” which will take both the existing medical education content of the event as well as new educational and promotional material and make it available to a wider audience online. Consideration for the online education business is payable in 2018 with reference to the profits of that business in 2017. The maximum consideration for the SBS online education business is set at US$20 million.

Earlier this year Tarsus acquired the Cardiometabolic Health Congress, a cardiovascular-focused event which takes place annually in Boston.

Douglas Emslie, Tarsus Group Managing Director, said: “The acquisition of SBS is another key step in the transitioning of the Group’s medical business and the implementation of the “Quickening the Pace” strategy. As we focus on taking preventative medicine into the mainstream medical market, the acquisition of SBS compliments the launch of MMI and the earlier acquisition of CMHC. These initiatives will accelerate our progress and provide a strong platform for growth”.

UK, London & USA, Miami, FL

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Euromoney to acquire a strategic shareholding in Dealogic: Sells Capital DATA and Capital NET

November 5, 2014 — Fusion DigiNet

dealogic_logoEuromoney Institutional Investor PLC, the international online information and events group, is acquiring a 15.5% equity stake in a company (“New Dealogic”) incorporated by The Carlyle Group to acquire Dealogic Holdings plc alongside Carlyle and Dealogic’s founders. Dealogic’s long-serving CEO Tom Fleming will continue in his leadership role.

Dealogic is a data platform primarily used by global and regional investment banks worldwide to help optimise performance and improve competitiveness. Dealogic provides data and analytics, market intelligence and capital markets software solutions to investment banks to help them manage their workflows, assist with deal origination and execution, and optimise productivity across their equity capital markets, fixed income, investment banking and research, sales and trading businesses.

Euromoney is acquiring 15.5% of the equity of New Dealogic for $59.2 million. For the year to December 31, 2013, Dealogic achieved adjusted earnings before interest, depreciation and amortisation of $66.7 million on $152.3 million of revenues, and at that date had gross assets of $127.7 million. As part of the transaction, Euromoney will be entitled to a seat on the New Dealogic board and to 20% of the voting rights in respect of New Dealogic’s equity; it will be able to influence the strategic decision making of New Dealogic through a comprehensive set of minority rights. Carlyle will be the controlling shareholder in New Dealogic. The transaction will be structured as a leveraged buyout by New Dealogic.In addition, Euromoney will have the ability to invest pari passu with Carlyle in any acquisitions that New Dealogic may pursue over the coming years.

Euromoney’s investment will be funded through the sale of its interests in two businesses, Capital DATA and Capital NET, which Dealogic and Euromoney have jointly operated since the 1980s. The transaction values Euromoney’s participation in these two businesses at $85 million. In addition to the $59.2 million of ordinary shares in New Dealogic, Euromoney will receive $4.6 million in cash on completion and a further $21.2 million of zero-coupon preference shares issued by New Dealogic and redeemable within 13 months from completion. As part of the agreement, Euromoney will continue to receive and use (on a perpetual royalty-free basis) the league tables and data analytics products underpinning its GlobalCapital business. New Dealogic and Euromoney will explore further strategic and commercial opportunities, including sharing of content management systems and joint product development for specific customer groups.

For the year to September 30, 2013, Euromoney’s subscription revenues and adjusted operating profits included licence fees of £5.4 million from its investment in Capital DATA. For the same period, Euromoney recognised a profit after tax of £0.3m from its 48.4% equity interest in Capital NET. For the year to September 30, 2015, the transaction as a whole is expected to dilute Euromoney’s after tax earnings by approximately 2%. The transaction is subject to regulatory approval and expected to complete by the end of December 2014.

Under the terms of the transaction, Euromoney has agreed to cap the consideration it may receive on a possible future sale of its investment in Dealogic at 24.9% of its market capitalisation at the close of business immediately prior to this announcement.

“The financial technology and data analytics sectors are enjoying healthy growth rates. Dealogic is a market leader in this space. It has robust workflow solutions and a highly respected brand. As testament to these strengths, Dealogic has achieved strong revenue growth during the past three years despite the challenging markets the global investment banks have faced,” said Richard Ensor, chairman of Euromoney. “Our relationship with Dealogic and its founders goes back to the 1980s. We are pleased to cement this important partnership under a new corporate structure. Carlyle is one of the largest and most respected private equity managers worldwide. We believe that by combining our expertise, market access and resources the shareholders of Dealogic will be able to achieve substantial value creation over the coming years.”

UK, London

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MediaMath acquires social advertising platform Upcast

October 16, 2014 — Fusion DigiNet

MediaMath has acquired Upcast, a social advertising technology platform. The terms of the deal were not disclosed.

Headquartered in the U.K. and with presence in Singapore, Berlin, Dublin, and Warsaw, Upcast is a Facebook Preferred Marketing Developer (PMD) and Twitter Marketing Platform Partner serving clients worldwide. Through seamless integration with these social networks, Upcast enables marketers to create, manage, and optimise large-scale social advertising campaigns, and provides full visibility into campaign performance to help marketers improve ROI. The acquisition expands upon MediaMath’s current social offerings via the Facebook Exchange (FBX) and Twitter Tailored Audiences solutions.

“Our mission is to empower marketers with the tools to unify marketing efforts across all digital channels, and we felt it was critical to expand on our existing social offering with the acquisition of a leading platform in the space,” said Ari Buchalter, MediaMath’s Chief Operating Officer. “We evaluated dozens of companies in search of a market leader integrated with multiple platforms, with robust and flexible technology, a proven best-in-class product, a truly global presence, and a strong team with a proven track record. Upcast was far and away the clear choice. We’re excited to integrate their technology into the TerminalOne platform.”
USA, New York & UK, London

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Tribune Publishing Co. acquires Wrapports Chicago suburban publications;

October 16, 2014 — Fusion DigiNet

Tribune Publishing Company has acquired six daily and 32 weekly suburban news and information brands from Wrapports, LLC. The acquired publications – which include the Aurora Beacon-News, The Elgin Courier-News, the Lake County News-Sun, The Naperville Sun, the Post-Tribune in Northwest Indiana, The SouthtownStar and the 32 Pioneer Press weekly newspapers – will become part of the diversified portfolio of the Chicago Tribune Media Group (CTMG), which operates the Chicago Tribune, RedEye, Chicago magazine, Hoy and other Chicago-based media brands. The acquired papers have collective circulations of 72,000 daily, 87,000 Sunday and 52,000 weekly. The terms of the deal were not disclosed.

“This acquisition represents an important step forward for Tribune Publishing Company and the Chicago Tribune Media Group,” said Jack Griffin, CEO of Tribune Publishing. “It supports our stated strategy of leveraging our existing infrastructure, resources and management teams to drive growth for our Company. Additionally, the new print and distribution agreement for the Chicago Sun-Times continues an important commercial relationship that supports our stated strategy of revenue diversification.”

bob fleckTo oversee the newly acquired publications, Tribune Publishing has appointed a senior Chicago-based executive with deep local roots and expertise. Bob Fleck, who most recently served as EVP of Advertising, spent 22 years at the Chicago Tribune in numerous managerial capacities. He assumes his role as Publisher & General Manager immediately and will report to CTMG CEO Tony Hunter.

The acquisition of the suburban Chicago papers is the fourth in a series completed by Tribune Publishing this year. Previous acquisitions include:

  • Carroll County (Md.) Times and Capital Gazette in Annapolis, Md. from Landmark Communications, and which are now part of the Baltimore Sun Media Group;
  • City Paper in Baltimore from Times-Shamrock Communications. The paper is operated as an independent weekly under The Baltimore Sun Media Group; and
  • Reminder Media’s 15 weekly news publications in Connecticut, the largest collection in the state, which are now part of the Hartford Courant Media Group.

USA, Chicago

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Trig Social Media AB acquires 40 % of the shares of Spanish company Filmquity S L

October 13, 2014 — Fusion DigiNet

Trig Social Media AB, a Swedish company which develops, manages and operates an international social media platform under the brand trig.com has acquired 40 % of the shares of the Spanish company Filmquity S L.

The acquisition will give TRIG direct access to the members of the streaming platform TUCUT, that is owned by Filmquity. TUCUT will integrate its services with TrigTV and widen Trig TV’s supply of user engagement content. The purchase price is €3 million which will be paid in full through a new issue of shares in Trig Social Media AB valued at €2,85 per share. The whole purchase sum will be contributed as equity into Filmquity. The new issued shares are subject to certain sales restriction that restrict sales to a limited number per month. The equity injection will enable TUCUT to expand its supply of content with resulting user growth.

“We look forward to our future cooperation. TUCUT will assist TrigTV in bringing relevant and interesting content to our fast growing Spanish speaking community”, says Sabinije von Gaffke, Creative Director of TrigTV.

Sweden, Stockholm & Spain

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UBM agrees to acquire Advanstar for $972M

October 3, 2014 — Fusion DigiNet

UBM
UPDATE November 6, 2014: A copy of the prospectus dated 6 November 2014 relating to the Rights Issue associated with UBM’s proposed Acquisition of VSS-AHC Consolidated Holdings Corp. (Advanstar Communications) is available here. It can also be read at www.morningstar.co.uk/uk/NSM.

ORIGINAL ARTICLE October 3, 2014: UBM has agreed to buy Advanstar Communications for $972 million (£599 million) in cash.

Advanstar’s CEO, Joe Loggia, will continue to manage the Advanstar business within UBM and will report directly to UBM CEO Tim Cobbold for a transitional period.

UBM will launch a new financing package to pay for the deal comprising of a $914 million (£563 million) Rights Issue and a new US$100 million UBM bridge facility.

advanstar“This is a great acquisition for UBM and its shareholders.” Commented Tim Cobbold, Chief Executive Officer of UBM, “In addition to being financially attractive, it strengthens UBM’s core events business while balancing and complementing UBM’s strong events portfolio in emerging markets. UBM will become the largest events organiser in the US – the biggest events market in the world. Advanstar gives UBM a portfolio of high quality, large scale `must-attend’ events which serve growing markets, particularly the US fashion industry, a new vertical for UBM.”

The Wall Street Journalist is reporting that some analysts have speculated UBM will sell its news release business PR Newswire, which would turn UBM into a company almost fully focused on events.

Previous Fusion DigiNet reporting

UK, London & USA, Santa Monica, CA

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Sky tops up its investment in Roku

October 2, 2014 — Fusion DigiNet

sky summer_logoSky has made a further $0.7m equity investment in Internet streaming device maker Roku. This follows the total investments of $12.2m made by Sky in Roku in July 2012 and May 2013, and is to provide financing for Roku’s operations and activities.

Sky’s press release also mentioned that 21st Century Fox have also made a further equity investment in Roku,” but didn’t provide financial details.

USA, New York, NY & UK, London

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