A Fusion Deal: MGP sold to WebMD Health Corp.

MGP, an award-winning publisher and multimedia company with over 26 years’ expertise in the dissemination of guidance-related content to support healthcare professionals across the NHS, has been sold to WebMD Health Corp. an Internet Brands company and a leader in health information services for physicians, other healthcare professionals and consumers. Fusion Corporate Partners acted as corporate advisor to MGP. The Fusion team was led by Mark Eisenstadt, Director at Fusion. The terms of the deals were not disclosed.

“Fusion was fortunate to represent MGP, a fast growing market leader, that by providing must have clinical information, provides an invaluable service to medical professionals. Plugged in to the worldwide WebMD network, they will now exploit exciting synergies that will help expand both their offering and reach to further aid medical professionals in improving patient care. It was a pleasure to work with the highly professional and experienced management team who thoroughly deserve their reward. They have built a business that truly makes a positive contribution to healthcare and I look forward to the next chapter of the story.” Mark Eisenstadt, Fusion.

The acquisition combines the core competencies of MGP with that of Medscape, WebMD’s flagship global brand for healthcare professionals. Medscape and its affiliate network of platforms currently reach over 5 million physicians worldwide, of which over 4 million are outside the US. The addition of MGP will build on Medscape’s offerings of clinical news, health information, education and point-of-care tools to provide market-leading, multi-channel reach and engagement with doctors and other healthcare professionals across the UK.

Based in Chesham, UK, MGP’s content is designed to inform clinical decision-making and change clinical behaviour in line with best practice. The diverse offerings include Guidelines summaries, Guidelines in Practice expert articles and videos, the Guidelines Live conference and virtual events.

“Clinical guidelines are foundational to enhancing and improving patient care, and the addition of MGP further drives Medscape’s commitment to supporting UK doctors in clinical practice,” said Jeremy Schneider, Group General Manager, WebMD Global. “MGP and Medscape have the trust and the engagement of hundreds of thousands of UK healthcare professionals, driving clinical behaviour change. Through this transaction, we can leverage our combined strengths and scale to deliver robust, information-rich content to doctors and innovative solutions to customers.”

MGP will continue to operate as an independent subsidiary of Medscape as the companies build on and integrate products, platforms, and services.

USA, New York, NY & UK, Chesham, Buckinghamshire

Related Fusion media related deals

Sovereign Capital Partners backs AquaQ Analytics

Sovereign Capital Partners have backed AquaQ Analytics, a specialist data analytics and data science services business supporting global financial institutions. Sovereign has partnered with the management team to further grow the company’s international presence and develop its range of services. The terms of the deal were not disclosed.

Founded in 2011, AquaQ works with its clients to optimise, develop and maintain their database technologies and take advantage of advanced data and analytics. The company, has long-term relationships with a number of leading financial institutions. It also has its own proprietary suite of software tools, TorQ.

AquaQ ‘s headquarters are in Belfast, Northern Ireland. The company has offices in the USA, Singapore and Hong Kong and employs over 180 staff.

Sovereign is backing founders Ronan Pairceir and James Bradley. Guy Warren joins the business as non-executive Chair. Guy is CEO of technology business ITRS, a former NED of White Clarke Group, ex-COO of FTSE Group and EVP of Misys Banking.

Uk, London & Belfast

dmg media acquires New Scientist for £70M

dmg media has acquired New Scientist, one of the world’s leading science publishing titles, from a consortium of individual investors led by Sir Bernard Gray, for £70m cash consideration. 

New Scientist, first published on 22 November 1956, is a magazine that covers all aspects of science and technology. Based in London with offices in the USA and Australia, it has a weekly circulation of approximately 120,000, of which just over half are UK-based. In 2021 the business is expected to generate cash operating income and operating profit of approximately £7 million and revenues are expected to exceed £20 million. Around 75% of the revenue base is derived from subscriptions. The business also runs international events including New Scientist Live.

Lord Rothermere, Chairman of DMGT, said: “New Scientist is a world-renowned publication loved by its readers, and we are both thrilled and proud to welcome it to the DMGT family.  They are a specialised and talented team who showcase the best of science journalism, bringing integrity, curiosity and craftmanship to their work.  We are very much looking forward to supporting their exciting plans to grow as the go-to publication for anyone interested in the scientific world around us.”  

Paul Zwillenberg, DMGT CEO, added: “The acquisition of New Scientist marks an exciting new addition to the DMGT portfolio and reflects our disciplined approach to acquisitions.  It is a natural step in our consumer strategy to improve the quality of our revenues through building up subscriptions and digital capabilities. We are committed to supporting the talented team and their plans for the future and are confident that the business is well positioned for future growth.” 

UK, London

Bowmark Capital backs buy-out of IWSR

Bowmark Capital, the mid-market private equity firm, has backed the buy-out of IWSR, a source of data and intelligence for the $1.5 trillion alcoholic beverage market, from FPE Capital. The terms of the transaction are not disclosed and the buy-out includes a re-investment by the IWSR management team..

IWSR’s database tracks consumption trends across 30,000 brands and 157 countries.  The company has over 200 blue chip customers representing all the major market participants including producers, ingredient manufacturers, investment banks and consultancies. The company’s data and insights help its customers understand channel, distribution and sales trends in all their core markets.

In the just under three years of FPE’s ownership IWSR increased revenues by 110% and increased EBITDA by 160%. It is the first exit for FPE from its second, spin-out fund which closed in 2017. The company also recently completed the acquisition of Wine Intelligence, broadening its coverage of the wine sector.

Bowmark investment director Tom Elliott said: “We have tracked IWSR for several years and have been impressed by the evolution of the business under the leadership of Mark and his team.  The business continues to capitalise on its unique position in a complex marketplace and has an exciting pipeline of new products to deliver additional value to its customers.  We are delighted to be backing the company in its next stage of growth.”

Mark Meek, CEO of IWSR, commented: “I am delighted with the progress the business has made in the last few years.  We are an ambitious team and are keen to work with Bowmark to continue to grow IWSR and expand the product portfolio and customer value proposition.  As we got to know Bowmark, it became clear that they really understand our sector and can help us accelerate our growth.”

UK, London

Daily Mail and General Trust plc sells EdTech business business Hobsons in two separate transactions

Daily Mail and General Trust plc is to sell Hobsons, its EdTech business, in two separate transactions, for total proceeds of approximately $410 million.

Hobsons’ Naviance and Intersect businesses are being sold to US-based PowerSchool, a provider of K-12 education technology solutions, for approximately US$320m, and are expected to be part of PowerSchool’s unified platform.

Hobsons’ Starfish business, after an internal restructuring where it will be spun-out from the rest of Hobsons, is being sold to EAB, a US-based education company, for approximately US$90m.

In FY 2020, Hobsons generated £6m adjusted operating profit from revenues of £85m.

Paul Zwillenberg, DMGT CEO, commented: “These two transactions mark another major milestone in DMGT’s transformation and are a clear demonstration of the benefits of our strategy. Hobsons was restructured in 2017 to focus on high-growth opportunities in Student Success. The combination of operational execution and organic investment drove a significant increase in capital value.

Consistent with our strategy, the divestitures will increase the focus of the DMGT portfolio, resulting in the Group operating in four sectors, compared to ten in 2016. The proceeds will strengthen DMGT’s existing net cash position, further enhancing DMGT’s significant financial flexibility.”

UK, London & USA, & USA, Folsom, CA & USA, Washington, DC

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BidEnergy acquires Optima Energy Systems

BidEnergy, an Australian company which provides Utility Bid Expense Management Solutions in Australia, the UK and the USA, has acquired energy management software business Optima Energy Systems, a Skipton, UK-based energy management software business providing: bill validation, budgets and accruals, and tenant and self-billing.

Terms of the transaction

Bid is paying £5.4 million for Optima, plus a conditional Deferred Payment as follows:

  • £3.2 million, payable in cash upfront
  • 3.384 million Bid shares are to be issued to Optima vendors at an issue price of A$1.16 per share (~A$3.9m)
  • Shares will be subject to escrow as follows
    • 25% – 9 months from completion
    • 50% – 12 months from completion
    • 25% – 15 months from completion
  • A Deferred Payment, payable in cash, subject to Optima achieving certain performance milestones regarding revenue and costs within the year following the Completion Date
  • The “Deferred Payment” has two components:
    • A £250,000 payment on achievement of certain recurring cost reductions prior to 31 March 2021; and
    • A payment based on recurring run rate revenues achieved in the Optima business in the 12 months following completion (Bid has provisioned for a payment of F750,000, but the payment could be higher or lower).
  • Steve Wright, Optima’s Managing Director will remain engaged by Optima for at least 12 months, with the potential for a consultancy arrangement thereafter.

The transaction terms value Optima at a multiple of 2.9 times FY20 revenue.

The Optima acquisition adds a further A$3.4m1 to Bid’s annualised subscription revenue, taking overall expected group earnings to A$17.9m as at Nov. 2020

Optima was established in 1998 and has 127 full time employees. In the year to 31 March 2020 Optima had unaudited revenue of £2.18 million and was EBITDA positive (figure not disclosed). The company directly manages energy data for 51 clients, who in turn are responsible for 196,400+ meters under management across the UK. Clients are multi-site MNCs, TPI/Brokers, property management agents, etc

Bid already had a long term relationship with Optima, having provided data collection services to support a limited part of their core business.

Full transaction details here

Australia, Melbourne and UK, Yorkshire

eEnergy Group plc to acquire Beond Group

eEnergy Group plc is to acquire Beond Group Limited, a UK renewable energy consulting and procurement business.

Beond, based in West London, helps its clients to transition to the lowest cost zero carbon energy available in the market. Working with small businesses to large corporates and public sector organisations it runs competitive reverse auctions through its proprietary technology. This ensures that its clients have access to the lowest prices across the market while achieving their net zero energy ambitions. It offers a Risk Managed service for clients that wish to have access to the energy wholesale markets and implements hedging strategies to help protect against rising market prices.

The total consideration for the Acquisition (which includes £0.7 million of surplus cash in the business) comprises approximately £2.4 million in cash and the issue of 64,948,456 consideration shares.

For the year to 31 December 2019, Beond’s revenue grew 10.5% to £3.3 million, with EBITDA of approximately £0.5 million at a margin of 14.1%;

eEnergy Group expects Beond to generate:

  • revenue growth at an annual average rate of 22% from the year to 31 December 2020 to 31 December 2022
  • base case EBITDA for the year to 31 December 2021 of approximately £0.8 million;
  • EBITDA margin improvement from 14% for the year to 31 December 2019 to 28% for the year to 31 December 2022;

The cash component will be funded through a placing of a minimum of £3.0 million to new and existing institutional and other investors, at a Placing Price of 10.0 pence per placing share.

CEO of Beond, Derek Myers, is expected to join the Board of eEnergy on completion of the acquisition.

An integration team, led by new (non-Board) Chief Operating Officer, Robert Van Leeuwen, is expected to work closely with the Beond management team and oversee initiatives to accelerate growth.

Harvey Sinclair, CEO of eEnergy, commented: 

“The acquisition of Beond is the next step in our journey to delivering a sustainable future for our clients. Beond’s, a climate action business, leverages award-winning technology to secure the best zero carbon energy supply for their customers. With a focus on energy management, their technology will add significant value to eEnergy’s existing client base by helping to make ‘Net Zero’ a reality. Beond’s platform is one of a very small number of specialised reverse auction technologies available to customers, securing the best priced zero carbon energy through a highly competitive auction process. 

eEnergy, listed on AIM, is the parent company of eLight and RSL, which help businesses and schools switch to energy-efficient LED.

UK, London

Government backed Acquisition Finance now available

The Government has confirmed one of the eligible purposes of The Coronavirus Business Interruption Loan Scheme (CBILS) is to fund the buying of businesses in the UK. This will provide a boost to M&A activity enabling businesses with turnovers of up to £45 million to make strategic acquisitions while benefiting from no upfront costs and lower initial repayments for their financing. In turn, sellers will be able to sell their businesses during a difficult period.

So, is now the time to make acquisitions or to sell your business?

The answer for some businesses is Yes.

One way to safeguard your business in difficult times and to ensure its future is to grow profitable revenue streams. Acquisitions of strategic targets can achieve this. Furthermore, this is a time when there may be real value in the market.

Sellers will also benefit. Fusion have been retained by a number of sellers and approached by and are aware of a number of acquirers who can offer finance (whether through CIBLS or not) to secure the future of prospective selling business; and where a seller’s business may be suffering some distress, the use of earnouts and other structures will allow sellers to benefit from future profits.

If you would like a confidential chat to discuss the options please let us know.

What is The Coronavirus Business Interruption Loan Scheme (CBILS)?

CIBLS is open to businesses with an annual turnover of up to £45 million facing cashflow difficulties who previously would not have been eligible for CBILS because they met the requirements for a standard commercial facility. The scheme went live on Monday 23 March and will initially run for six months. CIBLS is available through more than 40 accredited lenders across the UK.

It guarantees facilities up to a maximum of £5 million, available on repayment terms up to six years (for term loans and asset finance) and up to three years (for overdrafts and invoice finance facilities). The scheme provides the lender with a government-backed guarantee against the outstanding balance of the facility.

There is no guarantee fee to access the scheme. The Government will make a Business Interruption Payment to cover the first 12 months of interest payments and any lender-levied fees. You will therefore benefit from no upfront costs and lower initial repayments.

To be eligible for a facility under CBILS, your business must:

  • Be UK-based in its business activity
  • Have an annual turnover of no more than £45 million
  • Have a borrowing proposal which the lender would consider viable, were it not for the current pandemic
  • Self-certify that it has been adversely impacted by the coronavirus (COVID-19).

Full details are available at the 100% Government owned, but independently managed British Business Bank website.

If you are interested in acquiring or selling a business get in touch with Fusion. We are ready to help.

MJ Hudson Group acquires Meyler LLC 

MJ Hudson Group plc, the international financial services support provider, has acquired Meyler LLC, a marketing services and analytics business with a full and part time staff of eight, based in New York and Vancouver. Meyler will be integrated into MJ Hudson’s existing marketing and analytics business in the UK, to form a transatlantic offering to asset managers. The acquisition is expected to be marginally EPS enhancing to MJ Hudson Group plc in its first full year of consolidation.

Formed in 2012, Meyler has an established client base in the Private Equity and Hedge funds sectors, with over 50 predominantly North American clients. As such, it will add to both MJ Hudson’s 200+ existing North American clients and 750+ global asset management clients.

Matthew Hudson, CEO of the Group, said, “Meyler is an award-winning marketing services and analytics business in the alternatives space, led by a dynamic management team. Their client relationships and digital media expertise make for a compelling combination with our own MJ Hudson marketing business. Meyler has a particular expertise in the use of digital data and analytics to optimise clients’ communications with investors and would-be investors. As we continue into a new era of asset management, we anticipate greater need in our client base for digital marketing and analytics services. Meyler is a recognised leader in this field.

“This move is another small but important step in our strategy for growth in North America. Meyler is an unregulated business with an entrepreneurial management team, a client base we understand and services we can scale. This deal builds on the 200 clients we already have in the US, the largest single market for alternatives clients and funds, and follows the opening of our New York office announced prior to the IPO.”

UK, London & USA, New York, NY & Canada, Vancouver

UK – lifetime limit on entrepreneurs’ relief reduced from £10 to £1M

Rishi SunakIn the UK Budget delivered today (March 11) Rishi Sunak, the Chancellor of the Exchequer, reduced the lifetime limit on entrepreneurs’ relief to £1 million.

Entrepreneurs’ Relief provides for a lower rate of Capital Gains Tax (10%) to be paid in the UK when disposing of all or part of a business where certain criteria are met. Until today it was subject to a lifetime limit of £10 million of qualifying gains. This measure reduces the lifetime limit to £1 million for Entrepreneurs’ Relief qualifying disposals made on or after today.

It means from today individuals who dispose of all or part of their business; individuals who dispose of shares in their personal company; and trustees who dispose of business assets will now pay 10 per cent Capital Gains Tax on the first £1 million of qualifying gains and 20% thereafter. Previously they paid 10 per cent Capital Gains Tax on the first £10 million of qualifying gains; and then 20%.

Here is what Sunak said of Entrepreneurs’ Relief in today’s budget speech.

Expensive – at a cost of over £2bn a year.

Ineffective – with less than 1 in 10 claimants saying the relief has been an incentive to set up a business.

And unfair – with nearly three quarters of the cost going to just 5,000 individuals.

Just because it is called Entrepreneurs’ Relief doesn’t mean that it’s entrepreneurs who mainly benefit.

For all these reasons, I have heard representations that I should completely abolish it.

The Institute for Fiscal Studies have criticised it.

The Resolution Foundation called it “the UK’s worst tax break”.

I’m sympathetic to that argument.

But at the same time, we shouldn’t discourage those genuine entrepreneurs who do rely on the relief.

We need more risk-taking and creativity in this country, not less.

So I have decided not to fully abolish Entrepreneurs’ Relief today.

Instead, I will do what the Federation of Small Businesses called “a sensible reform” and reduce the lifetime limit from £10m to £1m.

80% of small business owners are unaffected by today’s changes.

Those reforms save £6bn over the next five years – and I’m giving most of that money straight back to business through three additional measures.

The Research and Development Expenditure credit will be increased from 12 to 13% – a tax cut worth £2,400 on a typical R&D claim.

The Structures and Buildings Allowance will be increased from 2 to 3%, giving an extra £100,000 of relief if you’re investing in a building worth £10m.

And, to cut taxes on employment, I will deliver our promise to increase the Employment Allowance by a third to £4,000.

That’s a tax cut this April for nearly half a million small businesses.

UK

Policy Paper

The Capital Gains Tax Entrepreneurs’ Relief policy paper published today by Her Majesty’s Government is published here

Previous articles Fusion DigiNet articles about Capital Gains Tax and Entrepreneurs’ Relief