THQ Nordic AB acquires Koch Media GmbH

THQ NordicTHQ Nordic is to acquire 100 percent of the share capital in Koch Media. The total consideration amounts to EUR 121 million on a cash and debt free basis, equivalent to an equity value of EUR 91.5 million. EUR 82 million will be paid in cash and financed by current cash and bank balance. The remaining part of the consideration, amounting to EUR 9.5 million will be paid by consideration shares at a price per share which is based on the volume weighted average price of the company’s shares on Nasdaq First North during the twenty trade days preceding the signing date (14th February), i.e. SEK 95.44. Thus, the consideration shares will comprise 987,965 B shares.

Koch Media is a leading, independent producer and marketer of digital entertainment products in Europe and North America with studios in Germany, the UK, and the US, and offices in several Central and Northern European cities. Koch Media’s business consists of three business areas; i) Games, which are mainly published under the Deep Silver label with several AAA-intellectual property rights such as Saints Row, Dead Island and Metro; ii) Partner Publishing, which is the leading company in this business area in Europe and iii) Film, which is a business within movies for primarily the German- and Italian-speaking territories.

Koch Media generated net sales of approximately SEK 2,548 million and adjusted EBIT of approximately SEK 296 million for the period April – December 2017. The new group generated pro forma net sales and adjusted EBIT for the period April – December 2017 of SEK 2,933 million and SEK 505 million, respectively.

Lars Wingefors, CEO of THQ Nordic, said, “Koch Media has a long history of profitability despite losses incurred from some less successful game releases. THQ Nordic is convinced that the development studios of Deep Silver as part of THQ Nordic will successfully deliver at least four ongoing AAA game projects including Metro Exodus as well as the next Volition Studio AAA release and the next Dambuster Studio AAA release, together with a number of other game development and publishing titles.”

Austria, Vienna & Germany, Planegg

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German Beta Cinema takes stake in UK sales company Cornerstone Films

Beta CinemaGerman production and distribution outfit Beta Cinema has acquired a minority stake in Alison Thompson and Mark Gooder’s London and LA-based international sales outfit Cornerstone Films. The terms of the transaction were not disclosed.

The two companies will partner on commercially-driven English-language films, combining Beta’s production and distribution operations with Cornerstone’s sales activities – the aim is for the joint alliance to create a stronger foothold for both outfits across the global marketplace.

Recent deals struck between the two outfits include Cornerstone’s sales title Georgetown, directed by Christoph Waltz, which Beta will distribute in Germany. Beta also recently acquired a stake in renowned German film and TV production company X-Filme (Babylon Berlin), which has previously worked closely with Cornerstone.

X-Filme’s Uwe Schott and Beta’s Dirk Schuerhoff said: “We’re very excited to announce our partnership with Cornerstone Films, with whom we have collaborated successfully on various projects during the past years. The partnership is a strategic and creative fit that will allow us to continue to produce ambitious and daring international cinema.”

Germany, Munich, UK, London & USA, Los Angeles, CA

Nielsen Media Research to acquire Ebiquity’s AdIntel business for £26M

nielsenNielsen Media Research Limited is to acquire Ebiquity’s AdIntel business for £26 million.

The assets acquired have a total book value of £27.5 million. For the year ended 31 December 2017, the AdIntel business generated unaudited revenues of £21.9 million and operating profit of £4.4 million, before the allocation of central overheads

The Disposal is subject to approval from the Competition and Markets Authority. Completion is expected during the second quarter of 2018.

Michael Karg, CEO Ebiquity plc, commented: “This is a transformational moment for Ebiquity. Our Growth Acceleration Plan, which focusses on seizing market opportunities in our faster growing MVM and MPO segments, will be enhanced through our ability to invest in these services to seize and establish a leadership position. Nielsen is the logical home for our colleagues in MI (Market Intelligence) and we wish them every success for the future.”

USA, New York & UK, London & Bracknell

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Ebiquity

 

 

Euromoney to sell its Global Markets Intelligence Division (CEIC and EMIS)

Euromoney plcEuromoney Institutional Investor PLC is to sell its Global Markets Intelligence Division, consisting of CEIC and EMIS, to a consortium of CITIC Capital Partners Management Limited, the private equity arm of CITIC Capital Holdings Limited, and Caixin Global Limited, for an equity value of $180.5 million.  The proceeds, net of transaction costs and tax, are expected to be approximately $145 million. They will be paid in cash on completion.

For the year ended 30 September 2017, GMID reported an operating profit of £11.9 million ($15.1 million). GMID’s gross assets at 30 September 2017 were £45.3 million. The sale is expected to complete by the end of April 2018.

Headquartered in Hong Kong, GMID is a leading provider of macro-economic, company and industry intelligence on emerging markets with a strong customer presence in China, India, Brazil and Central and Eastern Europe, as well as in developed markets.

Andrew Rashbass, CEO of Euromoney, said: “This transaction is another example of Euromoney’s strategy in action: where a good business is not strategic, we will sell it and recycle capital towards our main investment themes like price discovery, asset management and telecoms.  CITIC Capital and Caixin will provide an excellent home for the business, which Aloisio Parente and the whole team have done a fantastic job developing as part of Euromoney.  I am confident that the business will thrive under its new owners.”

citiccapitallogoYichen Zhang, Chairman and CEO of CITIC Capital, said: “We are very excited to make this investment in CEIC and EMIS, which are world-class platforms for macro-economic and business information. Together with Caixin, we look forward to working with the management team to continue growing the business and developing its global customer base.”

As previously reported, last November Citic teamed up with the Asia arm of Baring Private Equity to purchase the Wall Street English educational unit from Pearson Plc for $300 million.

CaixinShuli Hu, Publisher of Caixin Media, Chairwoman of Caixin Global, said:  “We are optimistic about GMID’s business and future.  Caixin will further leverage the rising global influence of China’s economy, and combine state-of-the-art technology with its authoritative information service and data offerings.  We will join forces together with GMID to provide indispensable data and insight for overseas and domestic financial industry professionals and stakeholders.”

UK, London & Hong Kong

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GroupM to acquire majority stake in The Glitch in India

The GlitchWPP’s wholly-owned global media investment group, GroupM, is to acquire a majority stake in The Glitch, a digitally-led creative agency. The terms of the deal were not disclosed. 

The Glitch was founded in 2009 and employs around 200 people in Mumbai and Delhi. The Glitch’s full-service capabilities include digital, video and content strategy, interactive design technology, ecommerce, branding and media planning. Clients include Unilever, Netflix, OYO Rooms, Shutterstock, Tinder and others in the entertainment, beauty and FMCG sectors.

The Glitch’s revenues for the year ending 31 March 2017 were around INR 214 million with gross assets of around INR 175 million as at the same date.

The WPP group has invested in other digital content companies like All Def Digital, Fullscreen, Gimlet, Indigenous Media, Imagina (a content rights and media company based in Spain), MRC, Mic, Mitú, Refinery29, Uproxx Media Group and VICE. WPP’s roster of wholly owned digital agencies include AKQA, Blue State Digital, Essence, F.biz, Mirum, POSSIBLE, Triad Retail Media, VML and Wunderman.

UK, London & India, Mumbai & Delhi

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Trinity Mirror plc to acquire Northern & Shell’s publishing assets

Trinity MirrorTrinity Mirror is to acquire Northern & Shell‘s publishing assets for a total purchase price of £126.7 million. These comprise Northern & Shell Network Limited, a subsidiary of Northern & Shell Media Group Limited containing the publishing assets of Northern & Shell and its subsidiaries, International Distribution 2018 Limited and a 50% equity interest in Independent Star Limited.

The purchase consideration of £126.7 million will be satisfied by the payment to the Northern & Shell Media Group Limited of, in aggregate, an initial cash consideration of £47.7 million; deferred cash consideration of £59.0 million payable over 2020 – 2023; and the balance of £20.0 million by the issue to the Seller of 25,826,746 new ordinary shares of 10p each. Trinity Mirror will also make a one-off cash payment of £41.2 million to the Northern & Shell Pension Schemes and a recovery plan through to 2027 has been agreed with total payments of £29.2 million.

Northern & Shell’s publishing assets include a portfolio of newspapers and magazines which comprise four national newspaper titles (the Daily Express, Sunday Express, Daily Star and Daily Star Sunday) and three celebrity magazines (OK!, New!, and Star) together with a 50% joint venture interest in the Irish Daily Star, outside the UK. Northern & Shell operates a print plant in Luton, serving its portfolio of newspapers and magazines as well as providing third-party printing services.

The Express.co.uk and Dailystar.co.uk websites achieved 280 million page views in December 2017 compared to 649 million for the Trinity Mirror websites (excluding apps and galleries).

Northern & Shell’s publishing assets performed well in 2017 despite continued pressure on its print advertising revenues. Total revenues (after separation adjustments) are estimated to have marginally increased in 2017, with growth in newspaper circulation revenues (arising from the partial reversal of cover price discounting) and digital revenues offsetting declines in print advertising revenues. Adjusted EBITDA (after separation adjustments) is estimated to be circa. £34 million, benefiting from operational and strategic reductions in printing and production, marketing and other operating costs.

Simon Fox, chief executive of Trinity Mirror, said: “This deal is a really exciting moment in Trinity Mirror’s history, combining some of the most iconic titles in the UK media industry. It is good for our readers, good for our customers and good for our shareholders. Northern and Shell’s titles have a large and loyal readership, a growing digital presence and a stable revenue mix and offer an excellent fit with Trinity Mirror.”

UK, London

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Next Fifteen Communications Group acquires Brandwidth

Next15Next 15, the digital communications group, has acquired the digital innovation agency Brandwidth.

The initial consideration for the acquisition is £6.2 million, which will be settled with £4.9 million of cash and the issue of 292,235 new ordinary shares in Next 15. Further deferred consideration may be payable in September 2018 of up to £3.3 million and April 2020 of up to £0.8 million based on the EBIT performance of Brandwidth in the year ending 30 June 2018. The maximum total consideration of £10.3m represents a 5.5x multiple of Brandwidth’s adjusted EBIT in the year ended 30 June 2017. The acquisition is expected to be earnings enhancing for Next 15 in the year to 31 January 2019.

For the year ended 30 June 2017, Brandwidth reported adjusted net revenues of £7.3 million, adjusted EBIT of £1.9 million and adjusted profit before tax of £1.9 million. The joint CEOs, Phil Goodman and Jason Jones, and the Chairman, Andrew Strange, will continue to lead the business which includes clients such as Toyota, Royal Caribbean, Citroen, Kia and Vodafone.

Tim Dyson, CEO of Next 15, commented: “Brandwidth is a great addition to Next 15. It brings significant digital skills to the Group, in particular we are excited to be able to offer clients its capabilities around the use of voice. We see voice, through platforms such as Google Home and Amazon’s Alexa, as a highly disruptive form of marketing. Their knowledge and experience of working with these technologies are of immense value.”

UK, London

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