UBM acquires Expo CIHAC in Mexico

UBMUBM plc has acquired Expo CIHAC from Centro Impulsor de la Construcción y Habitación A.C. (CIHAC), the Mexican construction industry trade association. CIHAC is to provide long-term support for Expo CIHAC. The terms of the deal were not disclosed.

Expo CIHAC is based in Mexico City. Eleven of the business’s existing employees will transfer to UBM.

Expo CIHAC was launched in 1989 and is now among Mexico’s ten largest tradeshows and the largest serving the infrastructure, construction and housing markets. Held annually in October, Expo CIHAC exhibitors span the industry including construction materials, machinery, equipment, hand and power tools, prefabricated building systems and technologies, financial services, real estate, insulation and piping. Expo CIHAC also hosts around 30 co-located conference and technical seminars on topical issues. Last year’s 25th edition attracted 30,000 attendees and over 500 exhibitors, and generated revenues of approximately £4 million.

The Mexican construction industry is seeing significant investment driven by growth in the Mexican economy, demand for housing,cihac and government infrastructure funding programmes. The Mexican construction industry is also increasingly looking to adopt sustainable construction practices and technologies in use in Europe, Canada and the US. Expo CIHAC is complementary to a number of UBM shows serving the global Built Environment sector including Negocios Nos Trilhos, the Concrete Show Brasil (whose Mexican edition launches this May) and Ecobuild with an Expo CIHAC / Ecobuild collaboration announced earlier this year. Return on the acquisition is expected to exceed UBM’s cost of capital in the first full year of ownership.

Jamie Salazar, Managing Director, UBM Mexico said: “We are delighted to have Expo CIHAC as UBM’s first tradeshow acquisition in Mexico. Expo CIHAC builds on UBM’s established strategy of acquiring strong events which serve structurally growing markets and communities. We look forward to welcoming the Expo CIHAC team to UBM, and to continuing our close,
positive co-operation with the CIHAC association.”

UK, London & Mexico, Mexico City

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Keywords acquires Binari Sonori in Italy

keywordsKeywords, an international technical services provider to the video games industry, is to acquire Binari Sonori S.R.L from its three founding shareholders: Fulvio Sioli, Fabio Minazzi and Andrea Ballista.

Binari Sonori is a provider of outsourced voice-over and translation services to the international video games market with operations in Milan, Italy and Los Angeles, California.  Founded in 1994, Binari Sonori focusses on high quality voice recording production (both original language and localised languages) and text translation and adaptation for leading video game publishers and developers.  Clients of Binari Sonori include Bandai Namco, Capcom, Fisher-Price, Microsoft Game Studios, Sony Computer Entertainment, Square Enix, Ubisoft and Warner Bros. Interactive Entertainment.

Keywords will pay an initial consideration of €6.0m in cash and €3.0m which will be satisfied by the issue of 1,555,650 new binariordinary shares of Keywords at a price of 158.77 pence per share (being the volume weighted average price over the five business days (in both London and Milan) immediately preceding the date of this announcement).  Deferred consideration, which will not exceed a total of €4.0m, will be calculated by reference to the profit before interest and tax of Binari Sonori in the years to 31st December 2014 and 31st December 2015.  Deferred consideration will be satisfied by the Group as to at least 50 per cent in cash (or, at the Group’s discretion, any greater proportion in cash up to 100%) and the balance (if any) by the allotment of new ordinary shares in Keywords at the relevant volume weighted average price over the five trading days immediately prior to the relevant payment date. 

In addition to the consideration referred to above, the Selling Shareholders will receive an additional €2,622,409 at completion in respect of an agreed excess net cash position in Binari Sonori.

Completion of the Acquisition will occur upon the notarisation of a transfer deed and receipt of funds by the Selling Shareholders, both of which are expected to occur later today.  A further announcement will be made when completion has occurred.

The Selling Shareholders will be subject to a lock-in period of approximately 4 months with respect to the Consideration Shares, subject to certain exceptions, followed by an orderly market restriction for a further 12 month period.  Any shares in Keywords issued as part of the deferred consideration referred to above will be subject to an additional 12 month orderly market restriction from the date of issue.  Each of the Selling Shareholders will continue as a director of Binari Sonori.

Binari Sonori’s accounts for the 12 months to 31st December 2013 show that it achieved revenues of €10.2m and profits before tax of €0.8m; it had net assets of €3.7m including accumulated cash balances of €3.6m.

Andrew Day, Chief Executive of Keywords Studios, commented: “The acquisition of Binari Sonori extends our geographical reach and considerably enhances our position in audio services and text localisation, particularly in the top quality end of the market for AAA games such as well-known titles including Batman: Arkham Origins, Dead Rising 3, Final Fantasy XIV Online and the Fable series.  This market has received a major boost from the recent launches of the Xbox One and PlayStation 4 which encourage larger games with even higher quality and richer content than before. We are delighted to have received strong support from new and existing institutional investors for this Placing. The two acquisitions made earlier this year have been further complemented by this acquisition of Binari Sonori, and the Placing allows Keywords to continue to be seen as an attractive acquirer of further, selective bolt-on acquisitions.”

Ireland, Dublin & Italy, Milan

Discovery Communications and Liberty Global to acquire All3Media

all3LogoSky News is reporting that Discovery Communications and Liberty Global are forming a joint venture to acquire All3Media, which is owned by the London-based private equity group Permira. The deal is expected to value All3Media at more than £550m. The transaction, is expected to be announced on Friday.

Fusion DigiNet previously reported that All3Media was considering a sale in April 2011.

all3media was formed in 2003 following the acquisition of Chrysalis Group’s TV division in September 2003, led by Steve Morrison, David Liddiment, Jules Burns and John Pfeil. In September 2006, Permira became all3media’s majority shareholder.

Since November 2012 All3Media has been led by Farah Ramzan Golant. Previously Farah had a 25 year career in advertising, rising through the ranks of AMV BBDO. She serves on the Board of Trustees of the National Theatre, the Prime Minister’s Business Advisory Group and the Advisory Board of the Cambridge Judge Business School.

all3media group comprises eighteen production companies, independent creators of TV and multi-platform programming from around the world. Its TV shows include Gogglebox, Midsomer Murders, Shameless and Skins.

UK, London & USA, Englewood, CO & USA, Silver Spring, MA

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ITV acquires Leftfield Entertainment Group

itvITV plc is to acquire a controlling interest in Leftfield Entertainment Group from its founder and CEO Brent Montgomery. This acquisition, which has already gained regulatory approval, makes ITV Studios US Group the largest unscripted independent producer in the US and will be earnings enhancing from day one. Brent Montgomery will remain CEO of Leftfield Entertainment Group under ITV’s ownership.

Leftfield is a fast growing US independent producer of reality programmes who sold its first series in 2008. Leftfield also LeftFieldowns Sirens Media and has established two joint ventures – Loud Television and Outpost Entertainment. Together these businesses produce more than 300 hours of unscripted programming for over 30 US networks. The portfolio includes Pawn Stars, Counting Cars, American Restoration and Real Housewives of New Jersey.

ITV will make an initial cash payment of $360m for 80% of Leftfield, with further potential payments dependent upon Leftfield’s continued delivery of significant profit growth.

Leftfield Entertainment was formed in 2013 when Leftfield Pictures acquired Sirens Media. The company delivered $38m of EBITDA on a proforma basis in 2013 and ITV expects it to continue to deliver strong growth at a high margin into 2014 and beyond as the benefit of its acquisition of Sirens and its new joint ventures start to come through.

There are put and call options in place to buy the remaining 20% of Leftfield, under which a call can be exercised 3 years after the initial deal and a put and call at the end of year 5. The total maximum consideration for 100% of Leftfield is $800m, including the initial payment. This would only be paid if Leftfield delivers average EBITDA of at least $130m per annum between years 3 and 5.

Adam Crozier, Chief Executive of ITV plc, said, “Leftfield is a fantastic success story, rapidly growing from a single pilot to become one of the biggest indies in the US. The team has combined creativity with strong production expertise, with over 70% of the business coming from returning series and a pipeline of new ideas coming through in 2014 and into 2015 that is really encouraging. We are delighted that Brent and the team are joining ITV in what represents a significant addition to ITV Studios as we continue to build our global content business over the long term.”

UK, London & USA, New York, NY

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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

 

Milestone acquires Disorder UK Magazine for £1.

disorder_uk_vol_2_issue_1_coverMilestone, the AIM quoted provider of digital media and technology solutions, has acquired all rights and title to the publication, Disorder UK Magazine, for £1.

The magazine was originally founded in 1999 by Davide Wheller as a fanzine on the principal that new talent is vital to the UK’s arts and culture industry. In 2004, with the strong support of Channel 4 / 4Talent, Disorder launched the first glossy print magazine into newsagents. In 2011, there was an article in the Guardian proclaiming Disorder “the best youth publication in the UK.”

Disorder UK magazine is involved in the engagement and delivery of industry focused training programmes as part of its operation, and in collaboration with Job Centre Plus and various colleges has successfully trained an initial 360 young people to a BTEC qualification level with over 68% of them being in sustainable employment after 12 months.

The magazine is now headed by Editor-in-Chief, Sarah Hardy, who has a proven history in publishing having started her own magazine (FASHION.MUSIC.STYLE) in 2008 which she grew into a well respected fashion and music publication selling in over 30 countries worldwide. Sarah joined Disorder magazine in 2012 bringing with her experience and contacts in the fashion, music and publishing industries.

The magazine involves unemployed young creatives in every aspect of production; from styling and fashion shoots to interviewing bands and writing features on film, fashion, music, gaming and new technology. This has proved invaluable to those looking for a career in fashion, music, design, journalism, photography and styling, and the experience in essential skills, industry contacts and experience has allowed many young people to create careers for themselves.

Anthony Webb, having joined the Milestone team in April 2014, will help expand and commercialise the magazine and the brand, bringing a number of new revenue streams to the Company. Anthony is well versed in the marketing, brand development and digital marketplace and is credited with being part of the team that helped build Rio Ferdinand’s No 5 magazine into one of the worlds most successful multi-platform publications as well as representing a number of brands, talents and government organisations in this space. He brings with him a number of brands and celebrity clients who are interested in the youth marketplace and the Company’s engagement platform, the Passion Project.

The magazine remains true to the ethos of breaking new talent on its pages as well as behind the scenes, featuring acts, trends and entertainment. The re-launch edition features Moko on the cover, an up-and-coming artist who Disorder is backing as the next big thing in music. Past covers have helped propel the careers of bands such as The Horrors and N-Dubz, while others have featured industry icons including The Killers, Arcade Fire and My Chemical Romance.

As part of the agreement, Mr Davide Wheller, the magazine’s original founder, will join the Milestone team as the magazine’s Executive Editor. Davide will be responsible for ensuring that the magazine continues to publish bi-monthly with increasing readership levels. He will also be working closely with Milestone’s wholly owned subsidiary, Relative, to develop a digital offering to complement the printed version of the magazine.

The upcoming edition of the magazine will be published at the end of April 2014 and distributed through universities, select bars, cafes, culture centres, fashion and record stores nationwide.

Deborah White, Chief Executive of Milestone, commented: “We are delighted to welcome Davide and his team to the company and are excited to have the magazine as an extension of our existing portfolio of products. The magazine will enable us to extend the reach of the Passion Project by engaging with more young people in a practical manner, helping them to develop careers in the creative industry whilst generating new business opportunities and revenues for the group.”

UK, London

 

dmg media sells Jobrapido and Broadbean to Symphony Technology Group

evenbaseEvenbase, dmg media‘s digital recruitment business, has disposed of its job distribution software business, Broadbean, to CareerBuilder and its job search engine, Jobrapido, to Symphony Technology Group. These disposals follow the disposal of the specialist recruitment job board, OilCareers, to Dice Holdings, Inc. in March 2014.

Kevin Beatty, CEO of dmg media, said: “CareerBuilder is a premiere HR Software as a Service (SaaS) provider, specialising in talent management software and deep labour market intelligence. Broadbean’s SaaS offering for job distribution, candidate sourcing and big data analytics is a natural complement. The terms of the deal were not disclosed.

During the year to 30 September 2013 the total revenues from the three businesses, Jobrapido, Broadbean and OilCareers, were £47 million and total operating profits were £6 million.

USA, Palo Alto, CA & UK, London

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DMGT

Johnston Press sells its Irish titles to Iconic Press

Johnston Press plc is selling Formpress Publishing Limited, which holds the trade and assets of its Republic of Ireland operations, to Iconic Newspapers Ltd for £7.2 million.

Following the Disposal, the Group will have no ongoing trading operations in the Republic of Ireland, other than the retention of certain leasehold and freehold property interests. The Group will continue to provide printing facilities to Iconic Newspapers Ltd for a certain period post Disposal. It is also intended that certain leasehold properties will be sub-leased to Formpress post Disposal. The Group is retaining its Northern Irish titles including The Newsletter and Derry Journal (which are also sold in the Republic).

Iconic Newspapers Limited is a company in the same corporate group as Mediaforce Limited, which is the Group’s national advertisement sales representative in the United Kingdom, and is ultimately owned by Malcolm Denmark.

For the 52 weeks ended 28 December 2013, the operating profit before exceptional items for the assets subject to the Disposal amounted to €1.3 million.

Chief Executive Officer of Johnston Press, Ashley Highfield, said: “The disposal of our trade and assets in the Republic of Ireland will increase our ability to focus on the growth of our business in the United Kingdom and in particular our digital initiatives, in line with our stated strategy. We believe that it is in the Group’s best interests to dedicate our resources to these opportunities.

I would like to thank the staff of our Irish business for their loyalty and dedication over the years and we wish them well for a successful future.”

UK, Edinburgh & Ireland, Dublin

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Johnston Press interim profits halve Posted on August 26, 2011

 

CloserStill acquires pharmacy trade show Pharmagora from NewsMed

closerstill2Exhibition News is reporting that CloserStill has acquired pharmacy trade show Pharmagora from NewsMed. The terms of the deal were not disclosed. The acquisition was completed 48 hours before the 2014 show opened its doors at Paris Expo on 29 March.

The show will be renamed PharmagoraPlus.

Pharmagora is the second event CloserStill runs in France. In 2013, it launched France Vet, modelled on the London Vet Show.

Read the full story here.

UK, London & France, Paris

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