Fusion Corporate Partners

Tarsus Group plc, the international business-to-business media group, is to acquire Turkish exhibition organiser CYF Fuarcılık A.Ş. for a maximum consideration of TL18 million (approximately £6.2 million). CYF will be acquired by IFO, a 75% owned subsidiary of Tarsus, and represents a significant bolt-on acquisition to the Group’s Turkish division.

The acquisition also completes the Group’s Project 50/13 strategy, whereby 50% of Tarsus’ revenue will be sourced from the Emerging Markets by 2013, more than a year ahead of schedule and will enable the Group to increase the pace of its future earnings growth.

The governmental approvals in respect of the completion of the acquisition of the China International Automotive Aftermarket Industry and Tuning (Guangzhou) Trade Fair (“GZ Auto”) continue to make positive progress, albeit slower than originally anticipated. Tarsus expects to complete the acquisition of GZ Auto by the end of the year.

Acquisition highlights

• Acquisition of an initial 70% of CYFfor an initial cash consideration of approximately £1.4 million payable on completion and an estimated deferred payment of approximately £0.7 million due in 2013, for an aggregate estimated payment of approximately £2.1 million (the “Consideration”).
• The consideration will be met from IFO’s existing cash resources.
• CYF owns and organises two annual business-to-business exhibitions:
  • Eurasia Plant Fair (held in December), an international exhibition in Istanbul (2011: 10,800 net square metres), focusing on ornamental flowers and plants, landscape and related supply industry; and
  • Yapı Decoor (held in March), an international exhibition in Ankara (2012: 6,200 net square metres), focusing on construction material and building renewal).
• Following the acquisitions of IFO in 2011 and Life Media in March 2012, CYF represents a significant bolt-on opportunity that adds new sectors and scale to Tarsus’ Turkish exhibition portfolio.
• Founders Hakan Yüksel and Osman Candemir will continue to manage CYF after its acquisition.
• Put and call options between IFO and the Vendors have been put in place in relation to the remaining 30% shareholding in CYF at various points between 2015 and 2018 and the  aggregate consideration payable for acquiring 100% of CYF is capped at TL18 million (approximately £6.2 million).
• For the year ended 31 December 2011, CYF recorded unaudited profit before tax of approximately TL0.4 million (approximately £0.2 million). CFY’s unaudited adjusted profit before tax for the year ended 31 December 2011 was TL0.7 million (approximately £0.25 million). CYF’s unaudited gross assets as at 31 December 2011 were TL1.4 million (approximately £0.5 million).
• The Acquisition is expected to be earnings accretive in the current financial year ending 31 December 2012 and thereafter.
• The acquisition is expected to complete in early November 2012.

Douglas Emslie, Tarsus Group Managing Director, said:

“To reach the 50/13 strategic milestone a year early is a major achievement for the Group.  It will enable us to quicken the pace of our earnings growth earlier than expected.

“The acquisition of CYF with our partner at IFO brings additional scale to our already substantial operations in Turkey which we now aim to develop and expand both in the domestic market and the wider region.”

Exchange rate £1 = TL2.9

UK, London & Turkey, Ankara

Related articles:

• Tarsus Group – results for the six months ended 30 June 2012 Posted on July 26, 2012
• Tarsus Group plc – Final results for the year ended 31 December 2011 Posted on March 7, 2012
• Tarsus Increases Exposure to US Growth Opportunities through acquisition of remaining 20% Minority Interest in Medical Conferences International Posted on March 14, 2010