Ascential sells its 11 remaining UK-based Heritage Brands to Metropolis International for £23.5M

Ascential plc , the business-to-business information company, has sold 11 of its remaining UK-based Heritage Brands to Metropolis International Limited for a consideration of £23.5m.

The 11 brands include Drapers, Nursing Times, Local Government Chronicle, Construction News, New Civil Engineer, Ground Engineering, H&V News / RAC, Retail Jeweller, Materials Recycling World and the architecture titles including Architects’ Journal, The Architectural Review and its associated World Architecture Festival.

On 5 January 2017 the Group announced that it had separated 13 Heritage Brands into a new operating entity and that these brands would develop an independent business strategy while new owners were sought. On 19 January 2017, Health Service Journal was sold to Wilmington plc for £19m in cash and, following the sale to Metropolis International, the sale process continues for the one remaining Heritage Brand, Meed.

In 2016, the 11 UK-based Heritage Brands generated revenue of £32.1m (2015: £34.6m) and adjusted EBITDA of £6.9m (2015: £8.0m). Gross assets at 31 December 2016 were £18m including intangibles.

Duncan Painter, CEO, Ascential, commented: “Ascential’s strategy is to focus on its top performing brands to drive sustainable organic growth. This sale concludes the process to secure the future of the UK Heritage Brands.”

UK, London

Reed Business Information sells New Scientist

New ScientistReed Business Information (RBI) has sold New Scientist and its associated products and events to Kingston Acquisitions Limited, a company established by the former management team of Times Educational Supplement for the purpose of acquiring New Scientist. The terms of the deal were not disclosed.

First published in 1956, New Scientist is a weekly science and technology magazine. The magazine covers current developments, news, reviews and commentary on science and technology. It also publishes speculative articles, ranging from the technical to the philosophical. A readers’ letters section discusses recent articles, and discussions also take place on the website. It has an average circulation (ABC audit) of 125,000, 82% print and 18% digital. 56% of it circulation is in the UK and Ireland, 44% ROW.

Kingston Acquisitions is led by by Sir Bernard Gray. Gray spent nearly ten years as a journalist at the Financial Times Group, including as a defence correspondent. Later he became chief executive of UBM’s, CMP Information. In 2005 Gray was appointed chief executive of TSL Education Limited, publisher of the Times Educational Supplement, when it was acquired by Exponent. He has been a defence adviser on defence spending to both the labour and conservative governments.

RBI is part of Relx (formerly Reed Elsevier). Relx has sold off the majority of its magazine publishing businesses. Its strategy is to move away from print revenues and instead to develop information-based analytics and decision tools that deliver enhanced value to customers.

UK, London

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Euromoney acquires a 49% stake in BroadGroup

Euromoney has acquired an initial 49% stake in BroadGroup, a London-based events and publishing business operating in the fast-growing area of data centre and cloud services, together with their financing. The terms of the deal were not disclosed.

BroadGroup was founded in 2002 by an entrepreneur Philip Low who, over the past decade, has successfully built and hosted a series of events for data centre, cloud and IT infrastructure executives. In June, BroadGroup hosts its flagship event, Datacloud Global Congress, an annual event in Monaco attended by delegates from more than 50 countries and has additional events in the Nordic and Asia markets. It is the leading networking and deal making forum for data centre and cloud IT infrastructure end-users, software, solutions providers, investors and a broad range of companies engaged in the sector.

BroadGroup will be managed as part of Rosalind Irving’s Telcap portfolio, expanding Euromoney’s presence in the telecoms markets.

Rosalind Irving stated: “We admire the position in the market occupied by BroadGroup’s events and we feel that the business has excellent growth potential. This can be maximised by our two organisations joining forces to offer a valuable series of events for the dynamic and rapidly developing telecoms market”

“BroadGroup is focused on continued growth in data centre markets globally, and this exciting project joining forces with Euromoney allows us to accelerate the expansion of our flagship brands to become leaders in each region,” said Philip Low, chairman. “This new opportunity reinforces our strategy to deliver value for our customers, sponsors and delegates at events around the world.”

UK, London

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Euromoney acquires RISI, a leading price reporting agency, for $125 million

Euromoney PLCEuromoney Institutional Investor is to acquire RISI, the price reporting agency for the global forest products market, for $125 million in cash.

Founded in 1985, RISI has been part of AXIO Group, an Epiris Managers’ business, since 2013. RISI is headquartered in USA, Bedford, Massachusetts, and employs 150 people across the United States, China, Belgium, Finland and Brazil.

risiIts product suite consists of pricing data, mill intelligence and analytics as well as news, research and conferences covering the pulp, packaging, wood products, wood fibre and saw logs markets. Its price indices are critical to the daily business operations and trading activities of major paper and board, packaging and other forest-product companies. 

 RISI’s products are embedded in the workflows of its customers who use RISI’s information to price physical transactions and inform their strategic decisions. Many of RISI’s 2200 price series are used as the main settlement mechanism in industry contracts. 

In calendar year 2016 RISI’s unaudited revenues were $29.6 million and its unaudited EBITDA was $7.7 million. RISI’s revenues are derived predominantly from selling subscription products and have high revenue renewal rates. RISI’s unaudited gross assets at December 31, 2016 were $29.8 million.  

On completion, Euromoney will pay $125 million in cash for RISI, funded from its existing revolving credit facility.  Completion is subject to Hart-Scott-Rodino approval in the United States, which is expected to take approximately four weeks. The acquisition is expected to be earnings-enhancing for Euromoney in its current financial year.

RISI will be managed as part of a new Price Reporting Division, alongside Metal Bulletin Group (Metal Bulletin, American Metal Market and Industrial Minerals), and will report into Raju Daswani, CEO of Metal Bulletin Group and head of the new Price Reporting Division.

Andrew Rashbass, CEO of Euromoney, said: “The acquisition of RISI is another important step in Euromoney’s strategy of building a portfolio of leading price reporting agencies in growing international markets. RISI is a very high-quality business which Euromoney is perfectly placed to grow further. We look forward to working with RISI management and employees around the world to offer the company’s customers products of the highest value.”

In its recent strategy update, Euromoney highlighted price discovery as a key investment theme. The acquisition of RISI follows the acquisition in August last year of FastMarkets, a provider of real-time metals market pricing information.

UK, London & USA, Bedford, MA

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Ascential plc acquires MediaLink for up to $207M

ascentialAscential plc the B2B media company, is to acquire US-based media advisory and business services provider MediaLink for an initial cash price of $69 million plus earnouts.

The earnouts are payable over the period to February 2021 based on the adjusted EBITDA of the business for the three years 2017 to 2019 and are expected to total between $42m and $62m. The earnouts are payable in cash or, for certain elements, shares at Ascential’s option and a portion of the earn-out payments is subject to founders remaining in employment with the company. The total aggregate consideration, including initial consideration and earn out payments, is capped at $207m and requires stretching profit targets to be reached.

MediaLink reported unaudited revenue of $54 million and adjusted PBT of $14 million in 2016, with year-on-year growth of 29% and 24% respectively, and had gross assets of $11 million at December 2016.

The company serves the consumer goods and services segment and operates from four offices in the U.S. Michael Kassan founded Medialink in 2003, he will continue to run the business.

Duncan Painter, Chief Executive Officer of Ascential plc, said: “MediaLink is a leader in its industry, with a strong and very visible brand presence in the US. MediaLink is an excellent fit with our existing Ascential offering and I am confident we can help accelerate MediaLink’s business into new markets by using our assets and infrastructure over the coming months and years. I see synergies between MediaLink and our portfolio of products to significantly help accelerate our existing businesses and create additional value for shareholders.”

UK, London & USA, New York, NY

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Wilmington acquire Health Service Journal from Ascential for £19M

hsjWilmington plc has acquired the Health Service Journal, a health information, insight and networking business, from Ascential plc for £19m with an adjustment for working capital, payable on completion.

The acquisition is expected to complete on 31 January 2017. HSJ will sit within Wilmington’s Insight division, aligned with Wilmington Healthcare.

HSJ revenue for the 12 months ended 31 December 2016 was £10m with pro-forma contribution before Group overheads of £4.4m. Recurring revenue from subscriptions and annual events represents around 70% of total revenue. HSJ’s gross assets at 30 June 2016 were £12.8m including intangible assets. 

The management team, led by Andy Baker and Alastair McLellan, will remain with the business and are included within the circa 60 employees transferring across to Wilmington. 

HSJ’s key products are:

  • HSJ.co.uk: A UK source of proprietary content, insight, comment and analysis on the UK healthcare sector. HSJ Online has approximately 17,000 users and is sold on an individual and corporate subscription basis. 
  • HSJ Intelligence: a digital data subscription product with approximately 20,000 data points, which was launched in 2014. It has 115 enterprise customers from across the healthcare industry.  
  • HSJ Events: 11 annual networking events including awards, large scale conferences and summits and the Health Service Journal Awards event. 
  • HSJ Marketing Services: targeted marketing solutions for the healthcare industry and a legacy digital recruitment offering.

Commenting on the acquisition Pedro Ros, Chief Executive of Wilmington plc, said: 

“I am pleased to be announcing this acquisition of Health Service Journal, which represents an exciting opportunity for Wilmington to acquire a brand of exceptional status in the UK Healthcare market, a primary source of critical information and insight to senior management and decision-makers in the NHS and wider healthcare sector.

UK, London

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Pageant Media acquires Hedge Fund Intelligence from Euromoney

pageant-mediaPageant Media, the business information specialist has acquired Hedge Fund Intelligence from Euromoney Institutional Investor. The terms of the deal were not disclosed. Hedge Fund Intelligence provides a series of business information, data and workflow products – including EuroHedge and AsiaHedge – and global events, which provide a 360-degree view of the hedge fund world.

Pageant Media is one of the financial sector’s fastest growing providers of intelligence and insight. The company, founded in 1998, provides membership services offering senior professionals – across a range of industries, including hedge funds, mutual funds and real estate – exposure to market leading news and analysis, data and events.

This acquisition provides Pageant Media with a series of synergies and brand extension opportunities for its existing market-leading hedge fund brand, HFM, and will increase the company’s scale and reach in the global hedge fund space.

Commenting on today’s announcement, Charlie Kerr, Chief Executive of Pageant Media, said: “This latest deal will enable to Pageant Media significantly to enhance its business information offering to the hedge fund industry. As with the recent acquisition of II Searches, we look forward to integrating these brands into our business and evolving their digital offering. These products will also benefit from Pageant’s belief in strong content, user engagement and creating a membership model that delivers real value.”

Staff from both the UK and US will join Pageant Media’s London and New York offices.

UK, London & USA, New York

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Haynes Publishing Group acquires OATS

haynesHaynes Publishing Group has acquired OATS Limited for £2.4 million. OATS is a niche technology business that provides information and productivity solutions for the lubricants sector of the oil industry.

Haynes is paying £1.85 million payable in cash on completion plus an additional £0.55 million payable within 18 months of completion.

For its financial year ended 30 June 2016, the reportable pre-tax loss of the OATS Group was £0.1 million on revenue of £2.2 million. As at 30 June 2016, the OATS Group had gross assets of £3.3 million.

Formed in 1983, OATS is a Swindon based company with 35 employees that has been servicing the world’s major lubricants businesses under the ownership of Sebastian Crawshaw for the past 20 years.

OATS has developed a comprehensive equipment and lubricants database that supports customers from across the lubricants marketing and supply chain, ranging from original equipment manufacturers, oil companies and lubricant distributors to end-users such as workshops, motor parts resellers and garages. 

J Haynes, CEO of Haynes said: “We look forward to welcoming the OATS team to the Haynes Group. I am delighted that Sebastian will remain involved in a consultancy capacity to facilitate a smooth transition. The OATS global lubricants database will enhance HaynesPro’s digital data solutions to the professional market. At the same time, we will leverage our European commercial network to drive new business for OATS. The acquisition will accelerate management’s drive to grow the HaynesPro business, increasing Group revenue and profit.”

UK, Yeovil, Somerset & Swindon, Wiltshire

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21st Century Fox makes £11.7bn firm offer for Sky

21st-century-foxRupert Murdoch’s 21st Century Fox and Sky have reached agreement on the terms of a cash offer by 21st Century Fox for the fully diluted share capital of Sky which 21st Century Fox and its Affiliates do not already own.

The £10.75-a-share all cash offer for the 61 per cent of Sky that the US media group does not already own values the group at £18.5bn, and will cost Fox £11.7bn.

The offer is a multiple of approximately 11.4 times Sky Adjusted EBITDA of £2,178 million for the twelve month period ended 30 June 2016.

Comments

21st Century Fox said:

As the founding shareholder of Sky, we are proud to have participated in its growth and development. The strategic rationale for this combination is clear.  It creates a global leader in content creation and distribution, enhances our sports and entertainment scale, and gives us unique and leading direct-to-consumer capabilities and technologies. It adds the strength of the Sky brand to our portfolio, including the Fox, National Geographic and Star brands.”

“Sky is a creative, commercial, and consumer powerhouse delivering its own content to customers across all platforms. Sky is the #1 PayTV brand in all its key markets, with an exciting growth runway in each. The enhanced capabilities of the combined company will be underpinned by a more geographically diverse and stable revenue base.  It will also create an improved balance between subscription, affiliate fee, advertising and content revenues. This combination creates an agile organization that is equipped to better succeed in a global market.

Martin Gilbert, Deputy Chairman of Sky said:

I am enormously proud that Sky is the number one premium pay TV provider in all its markets and is recognised as a world leading direct-to-consumer business. On top of this, the business has an outstanding track record of growth and has delivered substantial value for its shareholders over many years.

The Independent Committee, which was formed with the express purpose of protecting independent shareholders’ interests in relation to the proposal from 21st Century Fox, has given full consideration to the fundamental value and prospects for the Sky Group.

While the Independent Committee remains confident in Sky’s long-term prospects, as laid out in detail at our recent investor day in October, we, supported by our advisers, believe 21st Century Fox’s offer at a 40 per cent. premium to the undisturbed share price will accelerate and de-risk the delivery of future value for all Sky Shareholders. As a result, the Independent Committee unanimously agreed that we have a proposal that we can put to Sky shareholders and recommend.

The Independent Committee also notes 21st Century Fox’s track record in growing businesses and its ability to continue the development of Sky across Europe, in a world where entertainment and distribution are converging. 21st Century Fox’s ownership will support the delivery of Sky’s strategy and long-term growth, ensuring that it remains at the forefront of Europe’s creative industries.”

Rupert Murdoch’s News Corp abandoned its last bid for Sky in 2011 after it was revealed that journalists at the News of the World had hacked the phone of the murdered schoolgirl Milly Dowler.

USA, New York & UK, London

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A FUSION DEAL: Imbibe Media Limited sold to Reed Exhibitions

img_3849Imbibe Media Limited, the organisation behind Imbibe Live, the Imbibe media platforms, and the successful annual Sommelier Wine Awards, has been sold to Reed Exhibitions, part of RELX Group. The Fusion team was led by Paul Kelly, Director at Fusion. The terms of the deals were not disclosed.

Following the hugely successful launch of Imbibe magazine in 2007,  Imbibe Live was launched in 2010 and quickly established itself as the UK’s leading B2B exhibition focused on the complete range of on-trade drinks – from spirits, wines, beers and ciders, to cocktails, tea, coffee, waters and other associated products. The 2016 edition was held on 4-5 July and played host to more than 250 exhibiting companies from across the on-trade industry, attracting almost 12,000 industry attendees from across the UK. The event will complement Reed Exhibitions’ German on-trade drinks event, Bar Convent Berlin (BCB).

Richard Mortimore, Chief Executive Officer, Reed Exhibitions UK, said: “Imbibe Live, together with its media platforms, has established itself as the UK’s leading event and voice for the on-trade with an unparalleled reputation for delivering quality and innovation to the £10.6bn on-trade industry. We are delighted to be welcoming the Imbibe team to Reed Exhibitions and looking forward to taking its events and media to even greater heights.”

Simon White, Co-founder of Imbibe Media, commented: “The UK hospitality industry is the most creative and exciting in the world. Through all its events and media, Imbibe is at the centre of this dynamic industry. We are thrilled that Reed Exhibitions shares our passion for the sector and our vision for the future. Joining the world’s leading event company will enable Imbibe to develop faster and thus reach, educate and inspire a greater number of on-trade professionals. It will also give way more oxygen to the wonderful brands and services that help make this constantly evolving sector what it is. These are exciting times for both Imbibe and the on-trade – let’s face it, who gets bored of being asked out to a great restaurant or bar?”

Darren Johnson, B2B Divisional Director, Reed Exhibitions UK will oversee the new events. The next edition of Imbibe Live will take place at Olympia, London, on 3-4 July 2017.

The Fusion Team has completed over 100 UK and cross border for its private, corporate and private equity clients, Fusion Corporate Partners is a sector specialist corporate finance advisory firm specialising in the sale of middle-market companies with transactional values ranging from £5 million to over £100 million.

UK, London

Recent Fusion transactions include:

Exhibitions & Conferences

Media & Business Information

Business Support Services and Energy & Environmental Services

Healthcare

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