Ten Alps acquire Grove House – trade media in the farming sector

June 22, 2010 — Fusion DigiNet

Here is one we missed last month. The Ten Alps announcement is below.

Multimedia producer Ten Alps (‘Ten Alps’) (AIM:TAL) announces that it has acquired Grove House Publishing Limited (“Grove House”), a publisher of trade media in the farming sector.
The acquisition fills a key sector gap in Ten Alps’ trade media portfolio. Grove House owns titles including Farm Business, The Agronomist, Pig and Poultry Marketing and Over the Counter, plus related events and database products. Ten Alps plans to migrate the portfolio across online formats during 2010.

Grove House had revenue of £1.3m for the year ended 31 December 2009, with underlying earnings before interest and tax (EBIT) of £200,000. The initial consideration is £741,500, satisfied by the issue of new Ten Alps ordinary shares (“New Shares”). On the basis that Grove House’s net assets are a minimum of £600,000 (of which an element is in cash as at 30 September 2010), a cash payment of up to a maximum of £400,000 will be due in October 2010.

If Grove House reaches an average EBIT of £568,000 (“Target EBIT”) each year for the second and third year following completion, two further payments of £250,000 each will be made in cash and/or shares which is to be mutually agreed, subject to a minimum amount payable of £100,000 over the period. This minimum payment is conditional on Grove House being profitable over those two years. The maximum consideration payable will therefore be £1.64m, which if paid would represent an overall multiple of 2.9 times Target EBIT.

The directors believe that the acquisition offers strong growth prospects for Ten Alps – as a standalone entity, through online migration of its products by Ten Alps, and through benefits from integration into the Group’s central services.

Related Party Transaction

Herald Ventures, across three limited partnerships, owns 53% of the ordinary shares in Grove House. Herald Ventures is managed by Herald Investment Management Limited (Herald). Herald also manages Herald Investment Trust plc which owns 7,485,343 shares in Ten Alps. The acquisition of Grove House is therefore considered a related party transaction under the AIM Rules for Companies. Accordingly, the directors, having consulted with Grant Thornton Corporate Finance (in its capacity as nominated adviser), consider that the terms of the transaction are fair and reasonable insofar as its shareholders are concerned.

In order to satisfy the initial consideration, application has been made for the admission of 3,617,021 New Shares to trading on AIM, which is expected to occur on or about 14 May
2010, and which will rank pari passu with existing ordinary shares in Ten Alps. Following admission to trading of the New Shares, Ten Alps will have an issued share capital
of 73,791,012 ordinary shares of 2 pence each.

Location: UK, London

Ref: F231109-505

Related article – Ten Alps Communications Asia acquires websites, events and publications from RBI Asia Posted February 1, 2010

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Spice PLC rejects a £200 million offer from Cinven

June 22, 2010 — Fusion DigiNet

Buyout company Cinven last week said Britain’s Spice Plc had rejected a takeover bid that values the provider of engineering and support services to utility companies at almost 200 million pounds ($309.3 million). Cinven issued a statement saying that it had proposed an indicative price of 56 pence per share in cash for Spice and that it was considering making an offer for the company. “This approach was rejected by the board of Spice and there are currently no discussions taking place between Cinven and Spice,” the private equity firm said.

Shares in Spice reached a high last week of 56.75p, a gain of of 13 percent in the week. Spice shares are currently trading at 54.25p (22nd June, 11.28am).The share price has moved from a low of 27.5p on 26 March this year.

THE SPICE RESPONSE TO THE CINVEN ANNOUNCEMENT
 
The Board of Spice notes the announcement issued today by Cinven Limited (“Cinven”) in relation to its interest in a possible offer for Spice.

We believe this approach significantly undervalues Spice, and the Board has not entered into discussions with Cinven, or any other party, in relation to a potential offer for Spice.

Spice has recently appointed Martin Towers as Chief Executive on a permanent basis and has communicated a clear set of objectives to enhance value for shareholders in the short term.  We’ve made excellent progress in executing these objectives, including the recent disposals of the Telecoms and Gas businesses, reducing the level of indebtedness and identifying specific restructuring and reorganisation actions to continue to drive cost out of the Group.  The strategic review in relation to the Facilities business is ongoing. The outcome of this review is expected to result in the Group’s core operations being focused on markets which have strong underlying regulatory and environmental drivers.  These actions leave the Group well positioned for the new financial year and beyond.

The Board believes that the approach from Cinven is opportunistic and significantly undervalues the Company. Spice is trading in line with the Board’s expectations, and our priority remains enhancing shareholder value.  The Board is confident that Spice can deliver significant value to shareholders over the medium term.

 The Group expects to announce its results for the year to end April 2010 on 6 July 2010.

Location: UK, Morley, Leeds

Ref: F231109-503

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Morningstar Europe acquires the remaining 75% of Morningstar Danmark

June 17, 2010 — Fusion DigiNet

This article was updated on July 1, 2010

Morningstar Europe, a subsidiary of Morningstar, Inc., a leading provider of independent investment research, has entered into a definitive agreement to acquire a 75 percent ownership interest in Morningstar Danmark A/S from Phosphorus A/S, bringing its ownership to 100 percent. Morningstar will pay Phosphorus A/S U.S. $15.2 million, or approximately DKK 91 million, plus an amount for its share of first-half 2010 net profits. The companies expect to complete the transaction in July, subject to customary closing conditions.

Located in Copenhagen, Morningstar Danmark was established in 2001 by Morningstar Europe and Phosphorus A/S, a Danish company. The company’s main offering is the investment information website for individual investors, Morningstar.dk, which provides fund and ETF data, portfolio tools, and market analysis.

“Together with Phosphorus and the local management team, we’ve been providing investment data and software to the Danish market for more than eight years, and the company already has a well-respected brand in the industry,” said Joe Mansueto, chairman and chief executive officer of Morningstar. “As sole owner, we plan to offer Morningstar’s full suite of products and services to investors in Denmark, and leverage Morningstar’s global reach, investment databases, and technology expertise to better serve our clients. The leadership of Peter Meyer and Torben Bruun has been instrumental in building a solid foundation for Morningstar in Denmark and we look forward to expanding the business with them there.”

Morningstar Danmark has 11 employees based in Copenhagen. Peter Meyer, chief executive officer, and Torben Bruun, chief operating officer, will continue to lead the company.

Location: Europe, Denmark

Ref: F231109-501

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Gazprom Marketing and Trading completes the acquisition of UK smart metering company Truread

June 15, 2010 — Fusion DigiNet

Gazprom Marketing & Trading (GM&T) has acquired the remaining stake in the UK Automated Meter Reading (AMR) services company TruRead. This follows an earlier acquisition of a 30% stake in March 2008.

TruRead provides UK suppliers, Energy Brokers, Local Authorities and Energy Management Companies with an integrated set of services, for end-to-end collection and delivery of meter readings, for electricity, gas and water. In the UK, TruRead grew its AMR installations from 100 to 1,000 a month between March 2008 and May 2010 and say that the current UK and EU legislation on emissions and utilities will act as a significant business driver for the suite of TruRead products.

Gazprom Marketing & Trading Limited (GM&T) is a UK-registered wholly-owned subsidiary of the Gazprom Group. GM&T is headquartered in London and was established in 1999 to manage Gazprom’s marketing and trading activities in the liberalised markets of Europe.

Simon Slater, Founder of TruRead said: “We are very excited about this development. We are certain that Gazprom Marketing & Trading’s expertise and support will enable us to deliver more affordable and integrated smart energy solutions to our growing customer base. In addition to the driver provided by current UK legislation; making smart meters mandatory, our partnership will also allow us to expand our footprint of activities globally, and to allow consumers in other markets to benefit from the energy solutions pioneered here in the UK.”

Smart meters lie at the heart of UK Government plans to establish a smart grid, becoming mandatory for UK households by 2020, with energy providers mandated to install these as soon as 2014.

Location UK, London and Cheshire

Ref: F231109-497

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Ancestry.com to acquire Sweden’s Genline.se

June 15, 2010 — Fusion DigiNet

Ancestry.com has agreed to acquire the Swedish family history website Genline.se. The total consideration for Genline is approximately 53 million Swedish kronor (around US$6.7 million).

Genline currently has more than 17,000 paying members with access to 26 million pages of digitized Swedish church records spanning more than 400 years from the 16th to the 20th century. 2009 reported revenue was $2.4 million. Genline trades on the Stockholm exchange AktiTorget under the ticker symbol GENL.

Ancestry.com has put online over five billion records and created nearly 17 million family trees containing 1.7 billion profiles. They have web properties directed at nine countries.

Josh Hanna, SVP and General Manager, International, Ancestry.com Inc., comments: “The Genline.se transaction, our first international acquisition, represents an exciting opportunity for Ancestry.com to access Sweden’s avid family history community and to provide Ancestry.com subscribers of Swedish heritage in the U.S. and other markets with access to important historical content.

Location: Ancestry.com – USA, Provo, UT Genline.se Sweden, Johanneshov

Ref: F231109-496

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iSuppli to acquire media research company Screen Digest

June 11, 2010 — Fusion DigiNet

iSuppli Corp. has entered into an agreement in principle that is expected to lead to the acquisition of media research company Screen Digest.

Screen Digest provides market research covering film, television, broadband media, mobile media, cinema, home entertainment, TV technology and video games.

While the financial terms of the acquisition are not public, Screen Digest and its wholly owned subsidiary Adams Media Research (AMR) would become part of iSuppli; the acquisition is expected to be completed before the end of 2010. The Screen Digest corporate brand will remain in place for the foreseeable future

The planned acquisition would include AMR, which is the U.S. media industry’s key source of market data and financial analysis on the film, television, video game and digital media markets. Founded by industry-renowned analyst Tom Adams in 1993, AMR was acquired by Screen Digest in 2007.

“We at Screen Digest are looking forward to the prospect of joining the iSuppli team by combining our decades of media research with their extensive and detailed electronic value chain expertise,” said Allan Hardy, Managing Director of Screen Digest. “With developments in the media industry increasingly tied to the proliferation of new technology platforms and services, iSuppli and Screen Digest will be uniquely positioned to help clients throughout the TMT supply chain understand and capitalize on the forces reshaping the global entertainment and electronics businesses.”

Screen Digest has been tracking global media markets for almost 40 years. Headquartered in London, the company employs a team of over 45 expert analysts, led by Ben Keen, Chief Analyst and Executive Director.

Location: UK, London & USA, El Segundo, California

Ref: F231109-491

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Lagardere acquires BEST (Blue Entertainment Sports Television)

June 7, 2010 — Fusion DigiNet

Paris based global media group Lagardere SCA through newly branded Lagardere Unlimited has acquired BEST (Blue Entertainment Sports Television), the sports and entertainment affiliate owned and operated as a portfolio company of Kentucky based private equity firm Blue Equity, LLC. The terms of the deal were not disclosed.

BEST is a unified, full-service sports and entertainment marketing, management and production firm.  BEST originally acquired the tennis, events and television/media divisions from Live Nation in August 2006, and has made multiple acquisitions thereafter in football, college sports, basketball and experiential properties.

Formerly headquartered in Louisville, KY, BEST currently has several offices, including locations in New York City, Beverly Hills and Washington, DC.  Besides its client roster  of professional athletes, entertainers and media personalities, BEST produces, owns and operates several high profile signature events and retains the television, production and distribution rights to several major sporting events worldwide. 

Location: USA, Louisville, KY & France, Paris

Ref: F231109-483

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BSkyB acquires Virgin Media Television

June 6, 2010 — Fusion DigiNet

British Sky Broadcasting is acquiring Virgin Media Television (VMtv) from Virgin Media. The acquisition of VMtv involves Sky acquiring LIVING, LIVINGit, Challenge, Challenge Jackpot, Bravo, Bravo 2 and Virgin1. Sky will not license the Virgin brand and will announce the new channel brand for Virgin1 in due course.

Sky are paying a total consideration of up to £160 million in cash, with £105 million paid on completion and the remainder paid following the regulatory process.

Jeremy Darroch, CEO, BSkyB, said: “VMtv is an attractive investment opportunity which complements our existing content business and delivers strategic and financial benefits. We are pleased that, through commercial negotiation, we have been able to ensure wide distribution of our channels to a growing pay TV universe.”

Neil Berkett, CEO, Virgin Media, said: “The sale of our channels business has generated substantial value. Together with the new commercial agreements we’ve announced today, it will allow us to focus more closely on our strategy of exploiting Virgin Media’s super-fast connectivity to offer our customers a range of the very best content through a highly versatile next generation entertainment application.”
Location: UK, Isleworth, Middlesex 

Ref: F231109-481

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Hearst Corporation acquires iCrossing

June 6, 2010 — Fusion DigiNet

Hearst Corporation has acquired iCrossing, one of the largest independent digital marketing services providers in the world. Don Scales, president and CEO, iCrossing and all key members of iCrossing management, will continue in their present roles following the transaction’s close. The financial details were not disclosed.

The acquisition gives Hearst extensive global digital marketing capabilities, including paid search, search engine optimization, Web development, mobile and social marketing, and data analytics. iCrossing works with leading companies like Bank of America, Toyota, Travelocity and The Coca-Cola Company to help them connect with customers via digital platforms and increase search effectiveness and consumer engagement. iCrossing will continue to work with and grow its own client base while simultaneously collaborating with other Hearst divisions to bring clients and consumers new and innovative solutions.

Commenting on the deal, Frank A. Bennack, Jr., vice chairman of Hearst said: “Search and online marketing expertise will be an important asset for us as we continue to look for new ways to reach key audiences through digital marketing for our brands and our clients. iCrossing has built a great business and has consistently been recognized as a leader in its field; its strong relationships with top brands and companies are a perfect complement to our own.”

Matthew Petersen, senior vice president of Hearst Magazines, will head a new line of business, Hearst Marketing Services, which will include oversight of iCrossing.

Location: USA, New York, NY & UK, Brighton, West Sussex

Ref: F231109-480

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Nielsen plans to raise $1.75 billion through an IPO

June 3, 2010 — Fusion DigiNet

Nielsen Holdings BV, a global information and media company best known as a television ratings and consumer research company, plans to sell up to $1.75 billion in shares in an initial public offering when it floats on the New York Stock Exchange. Full details are available in the S1 regulatory filing – click here.

The filing does not disclose what percentage of the company’s shares are to be sold so the information can not be used to calculate a company valuation.

For the year ending 31 December 2009 Nielsen revenues were $4,808 million ($4,806 million in 2008). Net Loss attributable to Nielsen stockholders were $491 million ($589 million in 2008). The reconciliation from net loss attributable to Nielsen stockholders results in an adjusted EBITDA of $1,312 million ($1,205 million in 2008).

The filing says they have now and will continue to have a significant amount of indebtedness. As of March 31, 2010, they had total indebtedness of $8,558 million. The proceeds from the IPO will be used to help pay down the debt.

The lead underwriters are J.P. Morgan Chase & Co. and Morgan Stanley, along with Credit Suisse Group AG, Deutsche Bank AG, Goldman Sachs Group Inc. and Citigroup Inc.

The Company was founded in 1923 by Arthur C. Nielsen, Sr., who invented an approach to measuring competitive sales results that made the concept of “market share” a practical management tool. Nielsen Holdings B.V. is a Dutch private company with limited liability , incorporated under the laws of the Netherlands. The registered office is located at Diemen in the Netherlands. The company headquarters are located in New York, USA. The Nielsen Company B.V. and its subsidiaries were purchased on May 24, 2006 through Nielsen Holdings by a consortium of private equity firms – AlpInvest Partners, The Blackstone Group, The Carlyle Group, Hellman & Friedman, Kohlberg Kravis Roberts & Co. and Thomas H. Lee Partners. Subsequently, Centerview Partners invested in the Company. David Calhoun was appointed Chief Executive Officer in August 2006.

Ref: F231109-479

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