EMI Capital Restructuring, and Change of Ownership

Citigroup has seized control of 100% of the share capital of EMI Group from Guy Hands. In 2007 Hands’ had acquired EMI with a highly leveraged £4 billion buyout through his private equity firm Terra Firma. Immediately following the acquisition, Citi completed a recapitalization of the company. As a result, the company’s debt has been reduced by 65% from £3.4 billion to £1.2 billion, and the company has in excess of £300 million of cash available.

Following the appointment of Peter Spratt and Tony Lomas of PwC as administrators to Maltby Investments Limited (“MIL”), the administrators sold EMI and its immediate holding company Maltby Acquisitions Limited (“MAL”) to Citi. Immediately following the transfer in ownership, Citi effected a debt-for-equity swap to recapitalise EMI. The EMI Group continues under the same management and is now completely separate to MIL, which remains in administration. Neither MAL nor EMI were in administration during the process.

EMI has achieved creative and commercial success over the last twelve months and will continue to pursue an ambitious growth strategy.
Roger Faxon, EMI’s chief executive, said: “The recapitalization of EMI by Citi is an extremely positive step for the company. It has given us one of the most robust balance sheets in the industry with a modest level of debt and substantial liquidity. With that solid footing, we are confident in our ability to drive our business forward. We have already made great progress in meeting the challenges facing our industry. The closer alliance between our two operating divisions is already delivering impressive results on behalf of the creative talent we are privileged to represent. We have a clear vision for the future, a strong and committed management team, and now the right capital and financial structure in place to deliver successful outcomes for artists and songwriters.”

“Citi today took ownership of MAL, the holding company that controls EMI. In the process, the previously unsustainable debt load at EMI was reduced by 65%, leaving the company with a strong balance sheet and the ability to invest in and grow its business. This is a positive development for EMI, its employees, artists, songwriters and suppliers. Our objective is to have EMI perform its absolute best for our shareholders over time. EMI is an iconic business and we are completely supportive of both its management and its strategy. It is business as usual for everyone at EMI,” said Stephen Volk, Vice Chairman of Citi, who will be the new Chairman of Maltby Acquisitions Limited.

UK, London

Online video distribution network goviral acquired by AOL Europe

AOL Europe has completed the purchase of goviral for $74.1 million. In addition, $22.6 million of consideration will be deferred and paid over two years following completion. goviral is set to join other strategic acquisitions made by AOL in 2010 including StudioNow, 5min Media, TechCrunch, Thing Labs, Pictela and most recently, about.me.

goviral distribute branded video content across the Internet for some of the world’s largest brands, media agencies, creative agencies, and content producers. The company will retain its offices in the UK, Germany, France, Denmark, Sweden and Spain – and further global expansion is planned.

goviral’s current video content distribution network includes more than 18,000 publishers1 across 24 verticals, allowing its clients to reach well over 350 million2 global Internet users and generate more than 60 million video views monthly.3 Specialising in the distribution of viewer-activated videos it has delivered unique campaigns for some of the world’s most progressive and well known brands including: Nike, LG, Unilever, Paramount, Nokia, Hyundai/Kia, Audi, Nintendo and Gucci.

UK, London

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Hearst Corporation to buy the international magazine business of Lagardère

Lagardère SCA has received a fully binding offer of €651 million from Hearst Corporation, for its non-French magazine business with an attached share purchase agreement. The business, which generated revenues of €774 million in 2010, includes 102 titles in 15 countries (The United States, Russia & Ukraine, Italy, Spain, UK, China, Japan, The Netherlands, Czech Republic, Hong Kong, Mexico, Taiwan, Canada and Germany). The deal includes a license allowing Hearst to continue publishing Elle magazine and Elle across other media for a fee of circa €8 million per year.

Lagardère will retain, in some European countries, real estate assets, currently used by the international magazine business, worth around €30M.

Closing of the transaction is expected by Q3 2011.

France, Paris

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Publicis Groupe increases its stake in Wefcos

Publicis Groupe has acquired Aude de Thuin’s remaining stake in Wefcos, the company that organises the Women’s Forum. Veronique Morali, President of Fimalac Developpement and of Terrafemina, has been appointed the President of Wefcos.

In September 2009, Publicis Groupe acquired a majority stake in Wefcos, the company responsible for organising the Women’s Forum, an event created and chaired by Aude Zieseniss de Thuin.After working closely with CEO Jacqueline Franjou for over a year, and following the success of the Women’s Forum in October 2010, Aude Zieseniss de Thuin has decided to focus on other projects both in France and abroad. She also decided to sell her remaining shares to Publicis Groupe.

“Over the past six years, the Women’s Forum has grown to become a prominent international event. I built this project and took it as far as I could. Now, the transition has gone well and the Forum’s future is in good hands. Publicis Groupe has everything it takes to take the Forum concept even further. The other minority shareholders who have helped me over the last six years will be keeping their shares. I now want to focus entirely on new projects,” said Aude Zieseniss de Thuin.

According to Olivier Fleurot, CEO of MSLGROUP, Publicis Groupe’s Public Relations & Events network, “Aude’s vision and determination are what made this Forum successful. Through this event she contributed to promoting the role of women in all sectors of society throughout the world. With the appointment of Veronique Morali, and building on the success of the last Forum, we can now work on the international development and enhancement of the concept. There is a lot to be done to further the cause and place of women in our societies.”

“I am very happy to be taking over as President of the Women’s Forum and am determined to make it even more of a center of discussion and progress for women in order to help them to play their rightful part in society. This commitment is perfectly in keeping with the activities and ambition of Terrafemina,” said Veronique Morali.Veronique Morali has served in the French civil service (Ministry of Finance), and is currently President of Fimalac Developpement, Terrafemina, Force Femmes, and a Director of The Coca Cola Company. She also serves on the supervisory boards of Cie Financiere Edmond de Rothschild and Publicis Groupe.

The Women’s Forum was created in 2005 to promote the viewpoint of women on the economic and social issues of our times, and has since taken on an international dimension unparalleled among comparable events. The purpose of the Forum is to organise thought, discussion and action at an event where women and men from all over the world address the most pressing issues of the moment. In 2010, the Forum was attended by 1300 participants from over 80 countries.

France, Paris

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Building Energy Management Solutions provider BAS acquired in MBO backed by Bridgepoint Development Capital

Here is a deal we missed last month

BAS, the largest independent player in the long term support and implementation of intelligent building energy management systems in the UK, has been acquired by Bridgepoint Development Capital for an undisclosed sum.

Founded in 2006 following a buyout from Siemens, BAS specialises in supporting building owners to control, monitor and reduce energy usage via the efficient use of a ‘building energy management system’ (BEMS). The latter is a computer-based control system that controls and monitors the building’s mechanical and electrical equipment to enable occupants to work in a comfortable environment whilst reducing energy usage and associated costs.

BAS typically has long term recurring contracts with clients to support an installed BEMS or undertakes project-based work concerning BEMS upgrades as well as the design and commissioning of new energy management systems.

The broad energy management sector which BAS serves benefits from a combination of powerful legislative drivers compelling businesses to reduce their energy usage and associated carbon footprint, rising energy prices and the increasing need to make more efficient use of scarce energy resources.

According to BAS managing director Brin Sheridan, with backing from Bridgepoint Development Capital, the company is now well-positioned to continue to grow its core support business as well as invest meaningfully in its current energy management solutions offer.

“There is a clear opportunity for BAS to grow its core support and project work where we are already a significant player. In addition, BAS will increasingly become more involved in helping companies design and deliver their broad energy objectives as part of the larger energy management market, using our proprietary software to capture data and informing customers to take more operationally focused decisions about their energy policy.”

“With an investor such as BDC alongside management and the original founders, we now have the support and capital to accelerate our growth aspirations” he said.

The core BEMS market is estimated to be worth over £500 million a year in the UK and is forecast to grow 6% per annum on the back of system support and upgrades. The broader energy management market is estimated to be worth in excess of £2 billion a year.

Alan Payne, a partner at Bridgepoint Development Capital, said: “Investing in BAS represents an opportunity to invest in the fast-growing market for energy management, backing a proven team at a time when market growth is being driven partly by new energy legislation but also by an increasing business awareness of energy efficiency.”

Debt for the transaction was provided by Yorkshire Bank Corporate and Structured Finance. Advisers involved in this transaction included: – for Bridgepoint Development Capital – Dow Schofield Watts (corporate finance), Travers Smith (legal), Ernst & Young (financial due diligence), CIL (commercial due diligence), Investec (valuation); for the bank – Addleshaws (legal); for the vendor – Laytons (legal).

UK, Altrincham

Yandex has acquired OpenID login service Loginza

Quintura Blog is reporting that Russian search engine Yandex has acquired OpenID login service Loginza. The deal amount, which was not disclosed, is believed to be less than $1 million.

Loginza offers OpenID protocol-based single login service widget to webmasters and site owners and is used by over 6,500 websites. 

The full story can be read (in Russian) at Yandex blog.

Russia, Moscow

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Orange enters into exclusive negotiations with Dailymotion with a view to acquiring a 49% stake in its capital

Orange has entered into exclusive negotiations with Dailymotion with a view to acquiring a 49% stake in the online video site. Beginning in 2013, the project allows Orange a progressive capital increase to 100% and also allows for the integration of new business partners. The signature of the final agreement should be reached in the coming months that will enable both parties to optimize their video services and enrich their respective offers. 

This project is strategic for Orange insofar as the Dailymotion video platform will immediately provide the Group with a solution that can meet the increase in its customers’ video use across all connected screens (via internet, WiFi or 3G). The operation will also enable Orange to accelerate its multi-screen strategy by anticipating the growth in high definition, 3D and continuity across all screens.

For Dailymotion, this project represents an opportunity to enrich its content offer and to benefit from Orange’s innovation and marketing skills in order to extend its services across all digital screens for all users. With an already strong international presence and 80% of its users located outside France, Dailymotion will be able to accelerate its growth internationally using the presence of the Orange group in 32 countries. Orange will also reach a critical size in the field of audience and online services.

The deal is subject to consultation with staff representative organisations, as required by French law.

France, Paris
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zouk ventures and Scottish and Southern Energy join forces to build an energy efficiency solutions company, Anesco

One we missed in December.

Clean technology investor zouk ventures is partnering with Scottish and Southern Energy to build an energy efficiency and micro-generation solutions company in the UK named Anesco. zouk and SSE will be co-lead investors in the deal and will each take a Board seat in the company. Each will acquire a 40% stake. The remaining 20% stake will be owned by the Anesco management team, led by chief executive Adrian Pike and chief operating officer Tim Payne, both of whom previously held senior management positions in SSE Contracting.

zouk and SSE believe that Anesco will be well placed to exploit the strong regulatory and governmental support that exists in the UK for the shift to a low carbon, energy-secure economy. Initiatives such as the Clean Energy Cash Back, Renewable Heat Incentive and the recently announced Green Deal have created an enormous opportunity for specialists in this sector.

Anesco will provide energy efficiency and micro-generation solutions to domestic and commercial customers. These solutions will cover a broad range of technologies and areas, including solar power, renewable heating, insulation, as well as other energy efficiency measures, including lighting and building energy management systems. In addition, Anesco will also provide energy services to businesses, including energy efficiency consultancy and a range of ongoing energy monitoring solutions.

UK, Berkshire

MacTech Conference acquires US NSConference

MacTech Magazine and iDeveloper TV (part of The Mac Developer Network Limited) today announced that MacTech is acquiring the US version of NSConference and merging it into MacTech Conference: For Apple IT Pros and Developers. While iDeveloper TV will continue to operate NSConference UK independently, NSConference organizers will now be a part of the MacTech Conference team. The yet-to-be-announced MacTech Conference 2011 is slated for Fall 2011.

NSConference UK is March 21-23, 2011 in Wokefield Park, outside of London. The sold-out event focuses on sessions presented by some of the world’s top OS X and iOS developers.

MacTech Conference 2011 will be a US-based event that delivers content for both IT Pros, and OS X/iOS Developers on the Mac. NSConference’s head, Steve Scott (Scotty), will join the MacTech Conference 2011 team as Sessions Chair for the Developer Track, working with Edward Marczak (who will continue to oversee the IT Track as well as the sessions overall) andNeil Ticktin and Andrea Sniderman who oversee the entire event.

“It’s clear that we hit a home run with MacTech Conference 2010. When attendees give the event a standing ovation at the close, and 100% say that they would recommend the conference, you know you’ve done something right,” said Neil Ticktin, Editor-in-Chief/Publisher of MacTech Magazine. “I’m incredibly proud of our team for 2010. And, with Scotty joining us as Sessions Chair for the Developer Track, it just gets that much better.”

“I couldn’t be happier to work with someone so well known and respected in the Mac development world,” said Edward Marczak, Executive Editor, MacTech Magazine, and MacTech Conference Overall Sessions Chair. “Working together, we’re going to be able to serve the Mac community much better than working separately.”

“NSConference has proven its ability to bring great content to a great base of attendees,” says Steve Scott (Scotty) from iDeveloper TV and Developer Sessions Chair for MacTech Conference 2011. “This deal allows iDeveloper TV to bring its intimate relationship with Mac OS X and iOS developers together with MacTech’s excellent conference skills to provide an incredible event for developers based in the USA.”

USA, Westlake Village, CA & UK, Tetbury

 

 

Amazon to acquire LOVEFiLM International

Amazon.com has reached an agreement to acquire the remaining shares in LOVEFiLM International.

LOVEFiLM is a leading European subscription entertainment service which combines the benefits of online DVD and games rental-by-post as well as streaming films and TV shows instantly over the internet to PCs, internet enabled TVs and Playstation 3. LOVEFiLM operates today in the UK, Germany, Sweden, Norway and Denmark. Amazon already has a significant minority shareholding in LOVEFiLM and does not itself operate any similar business in Europe.

“LOVEFiLM has been innovating on behalf of movie rental customers across Europe for many years and with the advent of the LOVEFiLM player, they are further delighting customers by streaming digital movies for their immediate enjoyment,” said Greg Greeley, Amazon’s Vice President of European Retail. “LOVEFiLM and Amazon have enjoyed a strong working relationship since LOVEFiLM acquired Amazon Europe’s DVD rental business in 2008, and we look forward to a productive and innovative future.”

“The deal is a winner for the members who love LOVEFiLM because of its value, choice, convenience and innovation in home entertainment,” said Simon Calver, Chief Executive of LOVEFiLM International. “With Amazon’s unequivocal support we can significantly enhance our members’ experience across Europe.”

The acquisition is subject to customary closing conditions, including regulatory approvals, and is expected to close in the first quarter of 2011.

USA, Seattle, WA & UK, London

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