Aegis acquires US digital agency, Roundarch, for initial consideration of $125m

Media and digital communications group Aegis Group plc is to acquire the holding company of Roundarch Inc., the US digital agency, for an initial consideration of US $125 million.

Roundarch is a leading digital agency which specialises in designing and building enterprise-class digital solutions for clients such as Avis, HBO, Bloomberg Sports, Motorola and the US Air Force. The acquisition of Roundarch is in line with Aegis Group’s strategy to target acquisitions with a specific focus on digital businesses, North America and faster-growing regions.

With offices in Chicago, Denver, Boston and New York Roundarch employs 250 staff and its service offerings include strategy, design, development and outsourcing across all digital channels, including web, mobile and social media.

Following the acquisition, Roundarch will be combined with Isobar, Aegis Media’s existing digital creative network in the US, to form RoundarchIsobar. RoundarchIsobar will be a top tier digital agency with the depth and resources to compete for domestic and global assignments against the leading digital players in the US, consolidating Aegis’s competitive position in this important vertical.

Commenting on the acquisition of Roundarch, Jerry Buhlmann, Chief Executive of Aegis Group plc said, “We are delighted to announce the acquisition of Roundarch which is a highly successful US digital agency with a strong track record of sustained growth and performance. Combining Roundarch with Isobar places Aegis at the forefront of digital communications in the US, the world‘s largest advertising market.  Following its integration, we expect the proportion of Aegis Media’s total global revenues from digital to increase to 40%.

The acquisition of Roundarch is subject to a five-year earn-out structure from 2012 to 2016 with further annual consideration payments being made, subject to the level of future profit growth attained. The total consideration for the acquisition by 2017 is expected to be around US $250 million (£159 million). If Roundarch significantly outperforms existing projections, the total consideration could be higher with a cap on the maximum amount payable of US $360 million (£228 million). All consideration payments will be satisfied in cash.

The audited profit before tax of Roundarch for the year ended 31 December 2010 was US $ 11.5 million and the value of the gross assets at that time was US $14 million.

The vendors are Geoff Cubitt, Jeff Maling and other shareholder employees. Geoff Cubitt and Jeff Maling will co-lead the new US entity of RoundarchIsobar, with Darryl Gehly, President of Isobar North America.

Nigel Morris, CEO of Aegis Media Americas said: “As demonstrated by our recent win of GM’s global media business, Aegis Media has real momentum in the US market and this acquisition is a very significant part of our overall plan and will make us even more of a force for convergence and innovation. A powerful Isobar has been key to that plan and Roundarch is an agency we have admired for a long time, with great people, doing great digital work. Bringing them together with Isobar to create RoundarchIsobar will produce a new powerhouse in the US digital agency sector and add US scale to the global geographic depth of the Isobar network.”

Jeff Maling, President & Chief Experience Officer of Roundarch said, “Combining with Isobar NA will give us a formidable US presence and make us a part of one of the most respected global digital agencies. The deal will also expand our strong design and technology capabilities to include world-class marketing.”

UK, London & USa, Boston, MA

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Centaur Media acquires Profile Group

Centaur Media plc, the business information and events group, has acquired Profile Group (UK) Limited, a specialist digital information business for media, PR and marketing professionals, for a total cash consideration of £8m. Profile was founded in 1988 as a print directory business by Robert Barclay.  The management team will be staying with the business.  Revenues in 2011 were £3.1m, with ebitda of £1m, producing a margin of 32%.  The business derives most of its revenues in the UK, but has now launched three of its services in the USA, with encouraging early success.

Centaur has separately secured a £40m four year revolving credit facility in order to fund its acquisition programme.

Profile provides forward planning and contact information to media, PR and marketing professionals to enable them to optimise journalistic workflow and plan future PR and sponsorship campaigns.  Revenues are derived exclusively from subscriptions to a range of digital products which offer complementary services from a single web platform.  Profile’s information brands include Fashion Monitor, Red Pages, Entertainment News, Year Ahead and Foresight News.

Profile will become part of the Business Information Division, alongside digital information and workflow businesses Perfect Information (serving the global corporate adviser market) and VBR (operating in the global clean technology and security sectors).

Profile will benefit from collaboration with Centaur’s existing brands, Marketing Week and Creative Review (serving the marketing and creative agency sectors) and the Headline Group (serving specialist media and PR professionals).

Geoff Wilmot, CEO of Centaur, said, “Profile is a good fit with our core strategic objectives of growing digital subscription revenues in our core markets and expanding our international capabilities. We will accelerate Profile’s growth by: offering an exceptional route to market through our leading brands Marketing Week and Creative Review; the application of the successful Headline Group model to vertical markets served by Profile; and by leverage of Profile’s technology and business model in other parts of the Group. The new revolving credit facility will fund this acquisition and provides us with the necessary resources to support our acquisitions programme.”

UK, London

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Bauer Media Group acquires women’s monthlies “Olivia” and “Naj Magazyn

The Bauer Media Group has acquired Polish women’s magazines “Olivia” from Marquardt Media and “Naj Magazyn” from Gruner + Jahr. It sees Bauer further strengthen its position as market leader in the women’s segment.

The two monthly magazines together have a joint circulation of 277,125 sold copies per issue (ZKDP Jan-Nov 2011). “Olivia” and “Naj Magazyn” will be available soon in a new look and with new content although the editorial focus will remain on the advice topics of fashion, beauty, cooking, health and psychology.

For Dr Eckart Bollmann, CEO of the Bauer Media Group, the additions to the portfolio in Poland are a further building block in the group’s international expansion strategy: ‟The acquisitions in an important segment for our company strengthen our position on the market. In ‘Olivia’ and ‘Naj Magazyn’ we see strong brands with potential for development. With ‘Świat Kobiety’, ‘Kobieta i Życie’ and ‘Tina’ we have been proving for years that women’s magazines in Poland can achieve long-term success. ’Świat Kobiety’, for example, has notched up the highest number of sold issues in the premium segment of service-oriented women’s magazines for years.”

Germany, Hamburg

Publicis Groupe full year and fourth quarter results

Publicis Groupe has reported results for the full year and fourth quarter ended December 31, 2011.

Publicis Groupe is the most active acquirer by volume in the Media and Marketing industry between 2009 and 2011 with 39 transactions, 24 of which were announced or closed in 2011. A list of Publicis Groupe acquisitions articles published on Fusion DigiNet is at the end of this article.

“In a context of sovereign debt crisis and economic slowdown, Publicis has not only outperformed the market, more remarkably it has improved on its own outstanding performance of 2010. The Group’s margin, which has improved very satisfactorily, is back on the 16% mark while we continued investment in technology and talent,” said Maurice Lévy, Chairman & CEO of Publicis Groupe. “We have continued to pursue our strategy of making targeted acquisitions in digital communications and high-growth countries.”

KEY FIGURES

ANALYSIS OF THE KEY FIGURES

  • Published growth             +7.3%
  • Organic growth                +5.7%
  • New Business (net)         $7.9 bn
  • Operating margin            +8.8%
  • Net income                         +14.1%
  • EPS                                       +12.3%
  • Free Cash Flow                 +9%

ACQUISITION ACTIVITY

Since the start of 2012, Publicis Groupe has made two acquisitions:

  • Mediagong in France: a digital agency specialised in digital strategy consulting, the social media,advergaming and mobile communications.
  • The Creative Factory in Russia: highly reputed in its specialized areas, namely, marketing, digital services, digital production and video. This Moscow-based agency will enable Saatchi&Saatchi to expand its foothold in Russia.

In addition to these two acquisitions, Publicis Groupe has launched a friendly takeover bid on Pixelpark, the independent German leader in digital communications.

Pixelpark’s core businesses range from the creation of digital brands, consulting, content management, the social media, mobile marketing, eBusiness solutions and data analysis and management. Publicis Groupe’s public offering has the support of Pixelpark AG’s Management Board and Supervisory Board. The bid will be tabled by the Groupe’s German subsidiary MMS Germany Holdings GmbH (MMS) registered on the Dusseldorf trade register under the reference HRB 50291. MMS will offer Pixelpark (ISIN DE000A1KRMK3) shareholders a consideration of 1.70 euro per share in exchange for their bearer shares of no nominal value. This offer is at a premium of some 28% over the estimated average share price of Pixelpark (1.33 euro) as traded on the German stock exchange during the three months up to January 20, 2012. The offer is scheduled to begin in mid-February. To date, the shares tendered by Pixelpark shareholders to MMS represent approximately 56.51% of the authorize share capital and voting rights. Among others conditions precedent, the bid will be subject to MMS acquiring at least 75% of the current share capital. The acquisition by MMS of the majority of Pixelpark shares must also be approved by Germany’s Federal Cartel Office.

On February 1, the Group announced the acquisition of Flip Media, one of the large digital agency networks in the Middle East. Flip Media is present throughout the digital chain, offering a comprehensive range of services from strategy, digital design and production, content to technological platforms. With an original, proprietary creation technology that has received many awards, Flip Media words with a number of emblematic brands.

Click here for the full Publicis Groupe announcement and fouth quarter information.

France, Paris

A list of all Publicis Groupe aquisition activity published on Fusion DigiNet is below.

Guardian News & Media sell paidContent to GigaOM

Guardian News & Media has sold the assets of ContentNext Media, to business and technology media company GigaOM. The deal includes all the properties of ContentNext Media including paidContent.org, mocoNews, contentSutra and paidContent:UK. The terms of the deal have not been disclosed.

Under the terms of the acquisition, GNM will take a minority shareholding in GigaOM. GigaOM has an online audience of more than 4.5 million monthly unique visitors. It also runs events and a market research service and digital community providing expert analysis and research on emerging technology markets. GNM is joining existing investors such as Reed Elsevier Ventures, Alloy Ventures and True Ventures.

Andrew Miller, Chief Executive Officer of Guardian Media Group (parent company of Guardian News & Media), said: “paidContent has a fantastic presence in the tech/media space and the match with GigaOM, itself a really smart and pioneering company, is a good one. We are delighted to become shareholders in GigaOM as part of the deal.

“The Guardian’s focus in the US is on building guardiannews.com, but we look forward to seeing paidContent thrive and grow in its new home and wish its staff all the very best for the future.”

Staci Kramer will remain the editor of paidContent.

USA, New York, NY & UK, London

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UBM sells its Daltons business

UBM has sold its Daltons business to Innovare Media Limited. Daltons provides a web-based marketplace for the sale and purchase of UK small and medium enterprises. Terms of the deal were not disclosed.

UK, London

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Founders of Briefing Media to acquire UBM’s UK agriculture and medical general practitioner portfolios

Neil Thackray and Rory Brown, the founders of Briefing Media Ltd, are to acquire UBM‘s UK agriculture and medical general practitioner portfolios – including the Farmers Guardian and Pulse titles – for a total cash consideration of £10 million (subject to a working capital adjustment at completion). The new business will be known as Briefing Media Group. It is funded by GCP Capital Partners, a mid-market private equity fund.

The agriculture portfolio – comprising the Farmers Guardian and Dairy Farmer titles and their associated online offerings – is based primarily in Preston and employs 57 staff.

The London-based general practitioner portfolio employs 33 staff and includes the Pulse and Practical Commissioning magazines and their digital and event products NAPC, the Mental Health Forum, Pulse Seminars, as well as Pulse Learning.

Commenting on the deal, Neil Thackray said, “When we founded Briefing Media we had a vision for creating a vibrant new business to business media company. This acquisition gives us both the scale and market opportunity to accelerate that ambition. We are delighted to be acquiring assets with such excellent pedigrees and reputations in important business markets and to be working with GCP Capital Partners. This will be the first but not the last acquisition we plan to make.”

The transaction is expected to close in the next four to six weeks. In total, these assets generated revenues of £12.1 million in 2011.

UBM has retained ownership of the Cropworld conference and the Chemist & Druggist magazine and data product portfolio.

Briefing Media article – A new chapter begins today for Briefing Media

UK, London

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UBM plc and Roularta Media Group form Belgian medical print journal joint venture business

UBM plc thas contributed its Belgian medical print activities to a joint venture with Roularta Media Group (ROU), the Euronext Brussels-listed media group.

UBM Medica and Roularta have merged their respective Belgian professional medical print businesses into ActuaMedica, a 50:50 joint venture company.  The staff and assets relating to UBM Medica’s print and digital titles (Journal du Medecin / Arksenkrant, Belgium Oncology News and Le Magazine du Pharmacien / Apothekers magazine) and Roularta’s print and digital titles (De Huisarts / Le Generaliste, De Specialisten / Les Specialistes, De Apotheker / Le Pharmacien and De Tandards / Le Denttiste) will be combined.  The Prescription pads business of both companies will also be combined and the joint venture company will retain the rights to publish the Medex directory under licence. It will be headquartered in Roularta’s offices in Brussels.

ActuaMedica will be the market-leading provider of media-based marketing services for Belgian healthcare professionals.  UBM says it remains committed to the Belgium medical market through its continued 100% ownership of its digital data businesses in Belgium (Medibridge and drug information systems), as well as its 50% equity interest in ActuaMedica.

Henry Elkington, CEO of UBM Medica said, “By merging our Belgian media assets with Roularta we are creating the leading marketing services player in the local market and will be able to offer our clients unparalleled access and reach to healthcare professionals.  ActuaMedica is well placed to prosper in both print and digital as the media market evolves.  In parallel we will continue to to build our wholly-owned Belgian data business as part of our UBM Medica EMEA operations.”

Belgium, Brussel

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Isobar Acquires Digital Agency The Upper Storey

Media and digital marketing group Aegis Group plc has acquired a minority share in The Upper Storey Pte Ltd (“TUS”), an award-winning digital creative agency based in Singapore. TUS will become part of Isobar in Asia Pacific and will be rebranded as TUS Isobar.  TUS’s gross assets as of 31 October 2011 were S$0.9 million.

Founded in Singapore in 2001, The Upper Storey is one of a new breed of digitally savvy agencies with through-the-line thinking. The agency specialises in engaging consumers through innovative digital campaigns, programs and platforms.

TUS has three divisions: The Upper Storey – strategy and creative focused digital marketing, Mofuro – motion graphics, 3D and experience design production, and Studio TUS – the group’s production and technology hub. Their clients include Microsoft, American Express, Intel, Daimler, Dell, Draeger, UOB, Mediacorp, NOL and Como Hotels and Resorts.

UK, London & Singapore

Energos acquires BioGen Power

UK clean energy recovery from waste business Energos Holdings Limited, part of the ENER-G group, has acquired waste to energy business BioGen Power Limited through a share swap arrangement.

Energos, which is gasification technology partner to BioGen Power and already had a 28% shareholding in the business, has released shares to the former BioGen Power owners as part of the reciprocal agreement.

This brings together a joint portfolio of six fully consented UK sites, with a total generating capacity of 60MW and waste treatment capacity of 650,000 tonnes, plus additional sites in the development pipeline.

In addition, the seven previously developed Energos gasification from waste facilities across Northern Europe, have a combined operating experience of almost 500,000 hours over a 15-year period.

Nick Dawber, Managing Director of Energos, said: ‘The combined portfolio of development-ready sites and pipeline of opportunities – now under the control of Energos – provides an exciting opportunity to deliver a UK network of small-scale advanced thermal conversion plants. This offers commercial waste operators a proven, cost effective, environmentally friendly alternative to mass-burn incineration and landfill for their non-recyclable, non-hazardous waste streams.’

He added: ‘This acquisition brings further specialist planning and waste contracting expertise into the organisation and adds to the strength of Energos. We look forward to starting to roll out the UK development portfolio in 2012.  Our community-sized model of operation means that the renewable energy facilities can sit alongside businesses and supply them with heat. Financial viability is increased by our ability to utilise the full combined heat and power potential of waste and flexibility to process a mixed residual waste feed.’

Energos expects to start construction on two of its six approved sites in 2012, with the remaining sites in the following two years. The consented sites are  at: Knowsley, Merseyside; Irvine, Scotland; Newport, South Wales;  Barry, South Wales; Doncaster, Yorkshire; and Bradford, Yorkshire. BioGen Power has closed its Blackpool office, with staff relocating to Energos’ headquarters in Warrington, Cheshire.

UK, Warrington, Cheshire

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