Moody’s Corporation makes conditional offer to increase stake in ICRA

moodysMoody’s Corporation has made a conditional open offer to acquire up to 2,650,000 equity shares of ICRA Limited, a leading provider of credit ratings and research in India. The offer is conditional upon acquiring at least 2,149,101 equity shares, which would increase Moody’s ownership stake from 28.5% to just over 50.0%. Full acceptance of the offer would increase Moody’s ownership stake in ICRA to approximately 55.0%.

The offer price, payable in cash, is INR 2,000 per share, which represents a 25.9% premium to ICRA’s closing price on the icraNational Stock Exchange of India Limited (NSE) on February 21, 2014, and a 28.7% and 42.5% premium to the one-month and six-month trailing average stock price, respectively. The offer price represents a 22.2% premium to ICRA’s all-time closing high on the NSE of INR 1,637 per share on December 31, 2013.

The tender period is expected to begin in April 2014, subject to completion of a review of the transaction by Indian regulatory authorities.

“This offer reaffirms Moody’s long-standing commitment to ICRA’s growth and to the value it delivers to its shareholders. We look forward to expanding and deepening our collaboration with ICRA as it provides research and ratings for the growing domestic debt market in India as well as other emerging markets in the region,” said Raymond McDaniel, President and Chief Executive Officer of Moody’s.

Moody’s will fund the offer from international cash on hand.

ICRA, established in 1991, is one of the leading credit rating agencies in India. Through its nine offices in India, ICRA’s staff of over 1,000 provides credit ratings and analysis as well as information and other professional services. Moody’s first purchased an ownership stake in ICRA in 1998.

USA, New York, NY & India, Mumbai

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Centaur Media plc publishes its interim results for the six months ended 31 December 2013

centaurCentaur Media plc, the business information, events and media group, has published its interim results for the six months ended 31 December 2013. 

HIGHLIGHTS

  • Reported revenue in the six months to 31 December 2013 up 8% to £32.7m (2012: £30.4m) 2
    • Deferred revenues up 16% to £17.5m (31 December 2012: £15.1m)
    • Digital and events revenues account for 71% of revenue (2012: 67%)
    • Paid-for content revenues up 9% to £10.6m (2012: £9.7m)
  • Adjusted EBITDA up 7% to £3.1m (2012: £2.9m)
    • Adjusted EBITDA margins stable during a period of significant change
  • Interim dividend increased by 3% to 0.85p (2012: 0.825p)
  • Successful event launches including The Meetings Show and Festival of Marketing
  • Successful digital product development includes Celebrity Intelligence and Filings Expert
  • Good progress on harnessing combined strengths across the Group to drive revenue generation
  • Andria Vidler appointed as Chief Executive – accelerated focus on audiences and markets

 

  Six months to

31 December 2013

Unaudited

Six months to

31 December 2012

Unaudited

Reported Growth Year to 31 December 2013

Unaudited

Year to 31 December 2012

Unaudited

Reported Growth
Revenue (£m) 32.7 30.4 8% 74.4 69.4 7%
Adjusted EBITDA (£m) 1 3.1 2.9 7% 13.1 12.9 2%
Adjusted EBITDA margin 1 9% 10%   18% 19%  
Adjusted profit before tax (£m)1 0.9 0.7   8.8 8.8  
Loss before tax (£m) (2.9) (5.0)   (35.3) (0.8)  
Basic LPS (pence) (1.7) (3.1)   (25.7) (1.3)  
Adjusted basic EPS (pence) 1 0.5 0.3 66% 4.7 4.5 4%
Dividend per share (pence) 0.85 0.825 3% 2.425 2.325 4%

Andria Vidler CEO of Centaur, said, “We have a number of strong brands, deep content, a talented team and considerable technical expertise.  We aim to be the first place customers turn for information and insight and to interact with their peers. To deliver this we are refocusing – using our own resources – and placing our audiences at the heart of everything we do.  This will enable us to prioritise market facing and commercial initiatives, and to harness our combined strengths across the business to drive revenue generation and value creation.”

He added, “It is early days but I am increasingly optimistic about the Group’s potential and the energy and enthusiasm of the team across the business to embrace these changes.  We have made good progress in a very short time. At this stage of the 2014 financial year, I am encouraged by the potential across the business and anticipate that trading will be in line with the Board’s expectations.”

See the full announcement here

UK, London

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APN News & Media – 2013 Full year results

APN News & Media Ltd (APN), in which Independent News & Media PLC has a 28.95% shareholding, has released its results for the twelve months ending 31 December 2013. Net profit after tax before exceptional items was $59.5m, up 10% on the prior corresponding period. EBITDA from continuing operations and before exceptional items was up 8% to $162.8m, with revenue from continuing operations down $5.8m to $817.2m.

APN Chief Executive Officer, Michael Miller said: “These are APN’s best results in a number of years with Net profit after tax and EBITDA growth at their highest level since 2007 and 2005 respectively. The results reflect strong earnings growth in our radio businesses as they increased market share, a record result at Adshel, an improved second half performance from our publishing businesses as cost saving benefits start to flow through and the impact of the sale of a number of non-core businesses.”

APN’s ongoing focus on cost reductions and generating cash, as well as the contribution from a number of small asset sales, resulted in $63m in net cash inflows during the period. This cash inflow was considerably ahead of the $40m to $50m target set at the beginning of the year. Overall net debt as at 31 December 2013 was $436.9m.

APN FINANCIAL RESULT 2013

12 months to 31 December (AUD million) 2013 2012**
Revenue from continuing operations 817.2 823.0
EBITDA* 162.8 151.4
EBIT* 129.8 120.7
Net profit after tax* 59.3 49.6
Profit/loss from discontinued operations 0.3 4.7
Net profit after tax before exceptional items 59.5 54.3
Exceptional items (56.9) (561.7)
Statutory net profit/(loss) after tax 2.6 (507.4)
*From continuing operations and before exceptional items    
**2012 exceptional items and statutory net loss restated for error in relation to impairment charge

The company is not paying a final dividend for the 2013 financial year.

APN has made progress in its efforts to streamline operations and position the Company for future growth. The sale of APN Outdoor to Quadrant Private Equity for $69m and the sale of e-commerce business brandsExclusive for $2m in cash and 8% of the equity in buyer Aussie Commerce Group were completed in January and February of this year. The sale of APN’s wholly-owned New Zealand magazine titles to Bauer Media Group has received clearance from the New Zealand Commerce Commission and is expected to complete in March. During the first half of 2013, the Company sold its Wellington, Christchurch and Oamaru newspapers in line with its focus on North Island publications. APN also moved to full ownership of performance marketing business iNC Digital Media in October.

APN also announced the acquisition of the remaining 50% of Australian Radio Network and The Radio Network from its US joint venture partner Clear Channel Communications Inc. This  gives APN greater control of cash flows, which will be used to strengthen the Company’s balance sheet.

The full announcement is available here.

Ireland Dublin & UK, London

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ITV acquires a controlling stake in DiGa Vision

itvITV plc today has acquired a controlling stake in DiGa Vision, the New York based independent producer of reality and scripted programming including Teen Wolf.

ITV will make an upfront cash payment for a 51% stake in DiGa Vision with a put and call option to buy the remainder of the company. The put and call option could be exercised from between 3 and 6 years, with the total amount paid linked to the performance of the company over that period.  The terms of the deal were not disclosed. The company said that the multiple paid is similar to the range paid on ITV’s previous acquisitions.

The acquisition follows ITV’s acquisition in the last 18 months of Gurney Productions, High Noon Entertainment and Thinkfactory Media in the US as well as UK producers The Garden and Big Talk.

UK, London &USA, New York

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Tarsus Group acquires HealthScienceMedia in the US and 60% of SADA Uzmanlik Fuarlari in Turkey

TarsusTarsus Group, the business-to-business media group, has acquired 100% of the assets of HealthScienceMedia in the US for approximately £8.5 million and 60% of SADA Uzmanlik Fuarlari A.S. in Turkey for up to £5.6 million.

HealthScienceMedia (HSM)cmhc_logo

The principal asset being acquired from HSM is the Cardiometabolic Health Congress, the largest US event focused on the cardiometabolic field. It is an annual congress which began in 2006 and is held over three days each October in Boston. CMHC’s 2012 delegates comprised approximately 1,500 practising clinicians.

The unaudited profits attributable to the assets being acquired in the twelve months to 31 December 2012 were $2 million on revenues of $3.5 million and the gross assets being acquired amount to approximately $0.5 million. HSM is owned by Alex Teperman, who will remain with the business on a consultancy basis.

Tarsus is acquiring the assets of HSM for $14 million of which $10 million is payable in cash on completion with the balance payable in two equal cash payments after the 2014 and 2015 Cardio events respectively.

SADA Uzmanlik Fuarlari A.S. (SADA)komatetec

Established in 1967 and based in Ankara, SADA organises a single event – Komatek – which was first held in 1991. This biennial (odd years) show is Turkey’s largest trade exhibition for construction equipment and related products. The last edition was held in May 2013 at the Ataturk Centre in Ankara with combined indoor and outdoor net space of 53,200m2. Over 400 exhibitor companies were present and visitor numbers, at approximately 35,000, were 9% higher than the 2011 event.

Komatek is the largest construction equipment exhibition in Turkey and one of the largest events in Europe. With $1 trillion worth of major construction and investment projects expected to be completed in Turkey between now and 2023, the Group expects strong growth in Turkey’s construction market over that timeframe.

Unaudited revenues at Komatek in 2013 were TL3.3 million (approximately £0.9 million). Tarsus will pay an initial TL5.0 million (approximately £1.4 million) on completion and two additional payments contingent on the profit performance of the 2015 and 2017 events. The total consideration for 60% of SADA is capped at TL20 million (approximately £5.6m). SADA’s management team will continue to run the business post-acquisition.

Douglas Emslie, Tarsus Group Managing Director, said, “The two acquisitions are further steps in the execution of our “Quickening the Pace” strategy. Both are exciting events in markets where we have established a strong presence and which we believe are likely to show further growth. Our focus will be on the effective integration of both businesses as cornerstones of our future organic growth. Cardio will bring greater access to the important US market for our wider medical division and Komatek delivers critical mass to our construction events in Turkey and Indonesia.”

UK, London & USA, Boston & Turkey, Ankara

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Warner Bros. Television Group to acquire all Eyeworks’ businesses outside the US

wb_logo_whiteWarner Bros. Television Group is to acquire all Eyeworks’ businesses outside the US, in 15 countries across Europe, South America, Australia and New Zealand.  Warner Bros. Eyeworks produces television programs for over 100 different channels and employs more than 1,500 people. Its titles include: Test The NationCQCWho Wants to Marry my Son?, Beat The BlondesReality Queens of the JungleI Know What You Did Last FridayObese and Celebrity Splash.

Eyeworks USA will remain independent

Founded in The Netherlands by Oerlemans in 2001, Eyeworks is a major international independent producer and distributor of scripted and non-scripted content across a range of genres, including entertainment, drama and film, which airs in more than 150 countries worldwide.

Kevin Tsujihara, Chief Executive Officer, Warner Bros. Entertainment, said: “Our proposed acquisition of Eyeworks’ 15 local production companies, represents a significant next step in our strategy, further strengthening Warner Bros.’ position in global television.”

The acquisition follows the acquisition in 2010 of Shed Media, a production company in the UK, and in 2011, BlazHoffski inThe Netherlands and Belgium.

Reinout Oerlemans will move to Los Angeles as Chairman of Eyeworks USA; and will step down as CEO of the Eyeworks Group once the acquisition has been completed.

USA, Burbank, CA & The Netherlands, Amsterdam & UK, London

 

Nielsen acquires Harris Interactive

harris-logo-newNielsen Holdings N.V., a  global provider of information and insights into what consumers watch and buy, has completed the tender offer by Nielsen and its wholly owned subsidiary, Prime Acquisition Corp., to acquire all outstanding shares of common stock of Harris Interactive, Inc., a global market research firm. Nielsen completed the acquisition of Harris through a merger under Delaware law.

Harris Interactive will be integrated into Nielsen’s Buy business segment, which provides information and insights to manufacturers and retailers that helps them make more informed and impactful business decisions. Nielsen will retain The Harris Poll® brand.

“Harris Interactive is a natural fit with Nielsen’s portfolio of solutions, as the organization shares Nielsen’s commitment to deliver robust and integrated insights to clients to drive business outcomes,” said John J. Lewis, President, Americas, Nielsen. “This acquisition enables deeper insights into consumer sentiment as well as what consumers are, watching and buying while also expanding our footprint with important industry verticals including pharmaceutical, automotive and financial services.”

USA, New York, NY & Rochester, NY

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WPP’s Xaxis to acquire media trading firm Bannerconnect

xaxisWPP‘s wholly-owned operating company Xaxis, the global programmatic media and technology platform, is to acquire Bannerconnect, a leading media trading firm based in the Netherlands. Bannerconnect specialises in providing infrastructure and services for digital media trading to publishers, advertisers and media agencies.

Bannerconnect’s technology offerings, including its real-time optimisation platform Bright™, are complementary to the current global capabilities of Xaxis. Bright™ provides advertisers with real-time optimisation technology and visualisation tools for their digital campaigns.

Founded in 2004 in Sittar, the Netherlands, and with offices also in Amsterdam and London, Bannerconnect employs Bannerconnect10-finalover 40 people. Bannerconnect’s revenues for the year ended 31 December 2013 were EUR 4.3 million with gross assets as at the same date of EUR 8.3 million.

UK, London & The Netherlands, Sittar

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Brightcove acquires Unicorn Media

brightcoveBrightcove, a provider of cloud services for video, has completed its acquisition of Unicorn Media, a leading provider of cloud video ad insertion technology, for approximately $49 million. The purchase price consists of 2,850,547 shares of Brightcove stock and approximately $9.1 million of cash.

David Mendels, Chief Executive Officer of Brightcove, commented, “We are excited to welcome the Unicorn Media team unicornto Brightcove. We believe its innovative cloud-based ad insertion technology and our industry-leading Video Cloud platform will enable a dramatic improvement in the targeting, personalization and monetization of the rapidly increasing amount of online video content being delivered by digital media companies.”

Brightcove will rebrand the Unicorn Media product line as Brightcove Once and will continue to develop, operate and support the service while also integrating the technology with other Brightcove services.

USA, Boston, MA

dmg events acquires specialist exhibitions and publications business Quartz Coatings

dmgeventsdmg events, DMGT’s international exhibition and publishing company, has acquired specialist exhibitions and publications business Quartz Coatings Ltd. The terms of the deal were not disclosed.

The deal gives dmg events a significant share of the global paint and coatings exhibitions market. Its Middle East Coatings Show is already managed by Quartz Coatings, while the company itself organises a further five events in South East Asia, Central America and North Africa. It also publishes two of the industry’s leading titles.

Commenting on the acquisition, Geoff Dickinson, CEO of dmg events, said, “The coatings sector is a fast growing specialist market that complements our Big 5 construction events.

It allows us to develop our existing Middle East Coatings Show and is in line with our desire to build our presence in the South East Asia and Latin America through geo-cloning and strategic acquisitions.

I am excited to be working with Ian Faux, Vice President of Quartz Coatings and his team and look forward to developing our Coatings portfolio and associated activities in the coming years”.

UK, London and Surrey, Redhill

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