UBM and Informa Possible Merger – Key Financial Terms

The Boards of Informa PLC and UBM plc have today announced the key financial terms of the proposed combination of Informa with UBM.

Announcement follows:

This statement, issued by the Board of Informa, expands on the earlier joint release to provide further detail on Informa’s rationale for the Proposed Combination.

The Board of Informa sees compelling commercial and strategic rationale for the Proposed Combination, bringing benefits to Customers and Colleagues, while creating significant value for Shareholders, supported by accelerated growth opportunities and significant synergies.

Commenting on today’s announcement, Chief Executive of Informa, Stephen A. Carter, said:

“It is clear that the B2B Market is moving to Operating Scale and Industry Specialisation. The Combined Group will have the reach and market capabilities to take full advantage of these trends.”

He added:

“We are today proposing the creation of a B2B Information Services Group, which will be ideally positioned to serve a market demanding ever greater Operating Scale and Industry Specialisation. The Combined Group will have the international reach, operational capabilities and cashflow to pursue the full growth opportunities this creates.”

Key Financial Terms

It is expected that the Proposed Combination would be implemented through a share and cash offer by Informa for the entire share capital of UBM. Under the terms of the Proposed Combination, UBM shareholders would receive:

            For each UBM Share:

1.083 Informa Shares; and

163 pence in cash

On these terms, based on (i) the 30-day volume-weighted average share prices as of 15 January 2018 of Informa and UBM and (ii) the closing share prices on 15 January 2018 of Informa and UBM, this represents in both cases a premium of around 30%.

It is expected that the Combined Group will be owned c.65.5% by Informa shareholders and c.34.5% by UBM shareholders. The proposed offer will also include a mix and match facility.

Compelling Strategic and Commercial Rationale

The Combined Group will be well-placed to benefit from the trend in the global B2B Information Services market towards increased Operating Scale and IndustrySpecialisation. The Combined Group will build on the respective strengths of Informa and UBM to meet growing customer demands for Brands and partners with international reach, specialist industry knowledge and an increasingly wide range of B2B services incorporating face-to-face platforms and events, data analytics, targeted marketing services and trusted, reliable intelligence and research.

The industrial logic of a combination of Informa and UBM is well understood. Given current portfolio complementarity, geographic focus and forward growth trajectory, now is the opportune moment to create a Combined Group with the scale and specialist capabilities able to capture the long-term growth potential of this market.

The timing is further supported by the positive benefits of the respective transformation programmes of both Groups, which have led to greater focus and operational efficiency.

The Proposed Combination

The Combined Group will be well-placed to build on the success of Informa’s 2014-2017 Growth Acceleration Plan and UBM’s Events First strategy. It will become the number one B2B Events Group globally and leading Exhibitions business in the key growth markets of China and the US, creating the scale and reach both Informa and UBM have been pursuing. The Combined Group will also own complementary subscription-based B2B Intelligence and specialist B2B Marketing Services businesses. It will also continue to own and operate a leading Scholarly Research business, Taylor & Francis, a core business that is expected to provide revenue growth, attractive margins and strong cashflow to the Combined Group.

Benefits of Operating Scale

·    Revenue growth…creates scale growth business within attractive growth markets; near-term incremental revenue opportunities through cross-marketing, internationalisation, digital platforms, sponsorship and supplier commissions and longer-term potential growth acceleration through increased Industry Specialisation;

·    Global reach…highly complementary geographic fit provides broader based growth and market opportunities with a significant proportion of revenue from faster growth economies, including leading positions in major markets of the United States, China, Middle East, South America and India;

·    Quality of earnings…increased scale and international breadth provides resilience and balance, as well as greater predictability with a high proportion of revenue from forward booked and recurring revenue streams;

·    Cashflow strength…both businesses benefit from attractive levels of profitability and cash conversion, leading to consistently strong Free Cash Flow. This provides flexibility and funds for maintaining balance sheet strength, continued investment in growth and progressive shareholder returns;

·    B2B Events leadership…scale and leadership in the major Events markets of the United States, China, Middle East, South America and India, and strength in verticals including Health & Nutrition, Life Sciences & Pharma, Real Estate & Construction and Technology;

·    Operational excellence…world class talent and extensive management experience focusing on best-in-class operational execution and performance across both the Informa and UBM portfolios;

·    Technology innovation…increased operating and financial scale facilitating greater levels of product and platform innovation;

·    Operating synergies…scale efficiencies and cost duplication, driving significant combined operating synergies.

Over time, the Proposed Combination will be the catalyst to capture the wider benefits of Specialisation in B2B Information Services, accelerating the shift to a more customer-led operating model built around the strengths of the Combined Group’s positions in key industry verticals and a broad set of powerful B2B capabilities.

Benefits of Industry Specialisation

·    Industry strength and depth…international reach and depth in 15 targeted industry verticals, providing subscription-based products, high quality branded confexes, scale exhibitions and trade shows, specialist lead generation and content, all serving targeted networks and communities;

·   Customer strength…deeper, more strategic customer relationships across multiple B2B channels and services;

·    Marketing Services…growth opportunity in specialist B2B Marketing Services providing targeted lead generation at scale, including specialist B2B data and insight;

·    Verticalisation…gradual shift to customer-led, vertically-oriented operating model, becoming a growth-enabler in key industries.

The 2014-2017 Growth Acceleration Plan (“GAP”)

Today’s announcement follows the completion of Informa’s 2014-2017 Growth Acceleration Plan. The plan involved a programme of operational change and investment to deliver sustainable growth and operational capabilities via five key objectives:

1.   Build and Buy a scale B2B Events business in the Global Exhibitions Division

2.   Repair and return to growth the Business Intelligence Division

3.   Simplify, focus and grow the Knowledge & Networking Content Division

4.   Build scale and management capability in the US market

5.   Invest to build the platforms and capabilities for future scale and growth

GAP was successfully completed in 2017.

In Global Exhibitions, revenue has grown from £160m in 2013 to more than £550m in 2017 through a combination of market-leading underlying growth and a programme of targeted vertical acquisitions, including in Health & Nutrition (Virgo, Penton), Construction & Real Estate (Hanley Wood, Dwell) and Beauty & Aesthetics (China Beauty, FACE).

People and Talent

·          Both Informa and UBM are proudly people businesses with the energy, ideas and contribution of colleagues across the world their single most important asset. The Combined Group will be able to draw on the best talent and experience from both companies to lead the business going forward.

·         The Combined Group would continue to be headquartered in London, although the international nature and complementary geographic fit of the businesses will mean it will also have major operational centres around the world.

·          It is intended on completion of the Proposed Combination that:

·          Derek Mapp, Chairman of Informa, would be Chairman of the Combined Group.

·         Stephen A. Carter, Chief Executive of Informa, would be Chief Executive of the Combined Group.

·         It is also envisaged that the Board of the Combined Group would be comprised of seven Non-Executive Directors from Informa and three from UBM.

Current Trading

·          Informa is scheduled to release its 2017 Full Year Results on 28 February.

·          Following the end of the financial year and completion of the 2014-2017 Growth Acceleration Plan (“GAP”), Informa can confirm in respect of the 2017 financial year it expects the Group will deliver more than 3% underlying revenue growth. This includes continued strong growth in Global Exhibitions and improved growth in Academic Publishing, Business Intelligence and Knowledge & Networking since the Ten Month Trading Update.

·          Informa remains confident about the opportunities in its key markets and believes, post-GAP, it is well placed to pursue them. In the 2018 financial year, this includes targeting underlying revenue growth for the Group of more than 3.5% and sustained underlying revenue growth in all four Divisions.

Further Details

·         Discussions between the parties remain ongoing regarding the other terms and conditions of the Proposed Combination, satisfactory completion of due diligence and final approval by the Boards of Informa and UBM. The parties reserve the right to waive any or all of these pre-conditions.

·          Subject to the ongoing discussions, the Boards of Informa and UBM expect to recommend the Proposed Combination to their respective shareholders.

·          It is proposed that UBM shareholders would be entitled to receive the final UBM dividend in respect of the year ended 31 December 2017 (the “Final UBM Dividend”). In addition, UBM shareholders would be entitled to receive the Informa final dividend for the financial year ended 31 December 2017 (the “Final Informa Dividend”) if completion of the Proposed Combination occurs prior to the record date for the Final Informa Dividend, or if completion is later, a special dividend equivalent to the amount of the Final Informa Dividend.

·          It is also proposed that UBM shareholders would be entitled to (a) receive any ordinary course interim dividend declared by UBM and (b) receive the equivalent amount of any further ordinary interim dividend announced, declared or paid by Informa with a record date falling prior to completion of the Proposed Combination, less the value of any further ordinary interim dividend paid by UBM.

·          Informa reserves the right to reduce the terms of the Proposed Combination to take account of the value of any dividend or other distribution which is announced, declared, made or paid by UBM which is in addition to the dividends UBM shareholders are entitled to receive as set out above.

·          This announcement does not amount to a firm intention to make an offer under Rule 2.7 of the Code. The full terms and conditions of any offer, if made, and a quantification of the synergies will be set out in a further announcement. There is no certainty that any transaction will occur, even if the pre-conditions are satisfied or waived.

·         Informa reserves the right, with the agreement or recommendation of the UBM Board, to (a) make an offer for UBM, at any time on less favourable terms than the Proposed Combination described above; and/or (b) vary the form and/or mix of consideration.

Chief Executive of Informa, Stephen A. Carter, concluded:

“This is the right moment to combine our strengths, enabling us to capture fully the long-term growth opportunities in this attractive market, bringing benefits for customers and colleagues, as well as generating significant value for shareholders.”

UBM and Informa announce talks about a possible merger

UBM Plc and Informa Plc are in talks about a possible merger.

According to a statement from UBM, the proposed transaction is to be effected by way of an acquisition of the entire share capital of UBM by Informa for shares and a cash consideration.

UBM’s shares rose 5.22% today, though the price of Informa’s shares rose only slightly.

About Informa – Informa is one of the world’s leading B2B Events, Business Intelligence, and Upper Level Academic Publishing businesses. The company employs 7,500+ people globally, it has a presence in all major geographies, including North America, South America, Asia, Europe, the Middle East and Africa.
– Reported revenue for the year to December 2016 – £1345.7M
– Market cap £ 6,147.08M

About UBM – UBM has a long history as a multinational media company, and was the publisher of the Daily Express newspaper. Since 2015 it has rebranded itself as a purely B2B Events organiser. The company employs 3,750+ people, based in more than 20 countries, serve more than 50 different industry sectors – from fashion to pharmaceutical ingredients.
– Reported revenue for the year to December 2016 – £863M
– Market cap £2,944.53M

UK, London

 

XLMedia acquires websites from Good Game Ltd for €15M

XLMediaXLMedia, a provider of digital performance marketing, has agreed to acquire a number of leading Finnish gambling-related informational websites from Good Game Ltd for a total cash consideration of up to €15 million. The acquisition is expected to complete during the first quarter of 2018 and to be immediately earnings enhancing in the current financial year following completion.

The marketing services company said the acquired websites recorded €1.7 million revenue and earnings before interest, tax, depreciation and amortisation margin of “at least” 75% in the year ended November 2017, implying Ebitda of around €1.3 million.

The deal involves an initial consideration of €7.0 million payable with milestones related to the transfer of assets which is expected to take place over three months. A further €7.0 million will be payable contingent on “significant growth in performance” of the acquisition over the subsequent six months.

XLMedia will also pay a share of revenues from the acquisition over the three months transition period. This is expected to amount to around €500,000 but is capped at €1.0 million.

The acquisition comprises a leading network of gambling-related websites focused on web and mobile traffic, specialising in casino games. Active since 2009, the websites provide visitors with useful information such as reviews of online casino websites, comparison of promotions offered by different brands and information on payment solutions. Traffic to and followers of the websites has steadily grown since inception and they now refer a significant number of players to their customers’ websites.

Chief Executive Officer of XLMedia, Ory Weihs, commented: “As we develop our business, we continue to capitalise on the infrastructure we have built, and take opportunities to expand further through acquisitions. With our current network, technology and sector expertise, the additional assets will be integrated easily into our operation, adding to our strong base of assets and recurring revenues. We are seeing good opportunities to buy additional assets in our key verticals, and we plan to continue acquiring domains and websites as part of our ongoing growth strategy.”

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Founded in 1991 by William and Vicky Diaz whose daughters Silvana (now the publisher) and Cinthia became co-owners in 2009, the newspaper covers and circulates in the counties of Nassau & Suffolk. It ran Hispanic networking events and a scholarship fund, Fundación Hispanoamericana, for many years. It is now the largest Hispanic family-owned multimedia news organization in the area.

Victoria Schneps-Yunis, president and founder of Schneps Communications, said, “We’re very proud to have acquired Noticia and the very special people who have built it the past 26 years. This will offer an unparalleled opportunity for clients who want to reach the Hispanic/Latino audience in New York City and Long Island.”

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Pageant Media acquires Institutional Investor Journals from Euromoney

IIJ_Logo_BlackPageant Media, the business information specialist, has acquired
Euromoney Institutional Investor PLC‘s Institutional Investor Journals.

II Journals publish original and practical analysis of global investment and finance, with an online archive of 10,000 articles. The business has 12 titles, available both online and in print, covering various disciplines in portfolio management and finance.

Commenting on the transaction, Charlie Kerr, CEO of Pageant Media, said: “The II Journals are recognised across the asset management sector for their excellence in providing senior professional investors and leading academics with informed and thought-provoking technical analysis. We look forward to investing further in these titles and are excited to begin thinking about the ways in which the specialist knowledge exhibited in these journals can bolster the growing information and networking services we provide to our hedge fund, private equity, real estate and mutual fund communities.”

Founded in London in 1998, Pageant now has around 200 employees around the world today. Products covered include Hedge Funds, Mutual Funds, Real Estate, Insurance and Workflow Tools.

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Essence Ventures acquires Essence Communications from Time Inc.

EssenceEssence Ventures LLC, an independent African-American owned company focused on merging content, community and commerce, has acquired multi-platform media company Essence Communications Inc. from Time Inc. The terms of the transaction were not disclosed.

The all black female executive team of Essence, including Essence President Michelle Ebanks, will have an equity stake in the business, reestablishing Essence as a 100% black-owned independent company.

Since its founding in 1970, Essence has advocated women’s empowerment and the diverse images and lifestyles of black women. Today, Essence is an international, omni-channel destination for diverse storytelling and original content comprising beauty, fashion, lifestyle, entertainment and culture.

Essence currently reaches a global audience of more than 16 million across its various platforms encompassing its signature print magazine; digital, video and social platforms; television specials, and live events, including the annual Essence Festival, a cultural celebration that debuted in 1995 and is now one of the country’s largest annual events, attracting more than 450,000 attendees.

Richelieu Dennis, founder and chairperson of Essence Ventures, said “We are excited to be able to return this culturally relevant and historically significant platform to ownership by the people and the consumers whom it serves and offer new opportunities for the women leading the business to also be partners in the business. We remain committed to leveraging our resources to provide opportunities for other culturally-rooted entrepreneurs and businesses that further our culture and create economic opportunities for our communities.”

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Bowmark Capital sells Law Business Research to Levine Leichtman Capital Partners

lbrLevine Leichtman Capital Partners has acquired Law Business Research (LBR), a provider of research, news, data and insight on international business law and legal markets, from Bowmark Capital.

LBR, which was established in 1996, was sold to Bowmark in 2013. The sale was managed by Fusion Corporate Partners on behalf of its original founders, Richard Davey, Callum Campbell and Sebastian O’Meara.

LBR creates content spanning 120 jurisdictions across its brands, serving a client base that comprises major corporations, government agencies and the global legal industry.  It is a information provider in fields such as competition law, arbitration law, cross-border investigations and Latin American corporate law.

Since Bowmark acquired the company, LBR has more than doubled its sales and profits.  It has added new territories and products, including two new titles, ’Global Investigations Review’ and ’Global Restructuring Review’, as well as a new workflow application, ’Arbitrator Research Tool’.  It has also significantly enhanced its technology platform and opened offices overseas.   During this period, employee numbers grew by 80 per cent.

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