WPP acquires Promotion Execution Partners in the US

November 29, 2016 — Fusion DigiNet

wppWPP has acquired Promotion Execution Partners, LLC, a project management and procurement company that oversees shopper marketing promotions for clients, in the US.

Since its founding in 2004, PEP has managed over US$3.5 billion in marketing spend across 35,000 campaigns for over 500 brands worldwide. Clients include Heinz, Johnson & Johnson, Kraft Foods Group and Procter & Gamble. The company employs approximately 200 people and is based in Cincinnati with offices in Mexico, Puerto Rico and Panama. PEP manages budgets, timelines and vendor coordination for programs like direct mail campaigns, sweepstakes and promotion events on behalf of clients. PEP ensures these projects are delivered on time, within budget and to meet the specifications of the client, freeing the client to focus on the big picture of running the business.

The terms of the deal were not disclosed.

UK, London & USA, Cincinnati, OH

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Keywords Studios acquires Enzyme Testing Labs

November 17, 2016 — Fusion DigiNet

keywordsKeywords Studios has acquired Global Video-Games Services Inc. (GVGS) together with its subsidiary companies including its principal trading entity, Enzyme Testing Labs Inc. from its founders, Yan Cyr and Emmanuel Viau and Fonds d’Investissement de la Culture et des Communications (FICC).

Keywords Studios is paying the sellers and settling the financing obligations of FICC to a total of CAD$5.4m. This is being satisfied by the payment of CAD$4.9m in cash to the Sellers and CAD$0.5m to FICC in repayment of loans advanced to GVGS.

Enzyme was founded in 2002. The consolidated, audited accounts for the year to 31 December 2015 show revenue of CAD$11.5m and profit before interest and tax of CAD$1.3m. Net assets at closing after adjusting for the loans being repaid are estimated to be CAD$2.3m.

Based in Montreal and St-Jérôme (60 km from Montreal) and with an office in Kawasaki near Tokyo, Enzyme’s strengths are in Functional and Localisation Testing of video games for leading game publishers and developers. In addition, it provides Localisation Services and Focus Group Testing; the latter fitting well with Keywords’ recently acquired Player Research. Combining Enzyme with Keywords will significantly increase Keywords’ Functional Testing capacity (which accounted for 8% of Group revenue in the first half of 2016) and provide significant operational synergies within the Group. The business will be integrated into Keywords during the course of 2017 and we anticipate the resulting synergies will deliver significant margin improvement.

Andrew Day, Chief Executive of Keywords Studios, commented: “The acquisition of Enzyme brings together two of the leading video games testing providers, reinforcing Keywords’ position as the market leader in the field, with testing operations in Montreal, St-Jérôme, Seattle, Tokyo, Singapore, New Delhi, Milan and Dublin.”

Ireland, Dublin & Canada, Montreal

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Next Fifteen Communications Group acquires market research agency HPI

November 10, 2016 — Fusion DigiNet

Next 15, a digital communications group, has acquired an 85% stake in HPI Research Limited, a market research agency based in London, through its data and insights subsidiary, Morar Consulting Limited.

Next Fifteen Communications Group are paying £1,282,000 in cash, comprising £800,000 for the net assets acquired on completion and £482,000 as an up-front payment for the business. The remaining 15% stake in HPI will be acquired by Morar in June 2018, with the consideration based on HPI’s operating profit for the financial year ending 31 January 2018.

For the year ended 30 September 2016, HPI had revenues of £3,405,000, adjusted EBITDA of £230,000 and net current assets of £1,201,000. HPI’s largest clients include Sainsbury’s, Argos and Heineken.

Tim Dyson, CEO of Next 15, commented:

“This acquisition is in line with Next 15’s strategy of growing its data revenue to 20 per cent of Group revenue in the next five years. HPI brings both talent and a history of high quality market research.”

UK, London

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The Anthesis Group acquires energy and carbon management solutions provider Sustain

November 3, 2016 — Fusion DigiNet

anthesis-logoThe Anthesis Group, a sustainability services and solutions provider, has acquired Sustain, the Bristol-based energy and carbon management solutions provider. This is the tenth acquisition since the formation of Anthesis in September 2013. The terms of the deal were not disclosed.

Sustain is a UK energy and carbon management company dedicated to providing cost and carbon efficiencies. Through a team of expert engineers, consultants and project managers Sustain design, deliver and manage energy resources for clients in public and private sector organizations.

Stuart McLachlan, CEO of Anthesis Group, said “Joining forces with Sustain allows us to enhance the Group’s offering in the energy efficiency market, an area where we are seeing particular growth. We are now able to support our clients in the end-to-end design and implementation of energy and carbon management projects”; he continued “there are great synergies for Anthesis and Sustain, with strong alignment between our delivery ethos and driving business value through sustainability.”

Tobias Parker, Managing Director of Sustain remains with the company and will join The Anthesis Group board.

UK, Oxford & Bristol

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Prospects Education Services acquires Optimus Professional Publishing for £1.5M

November 3, 2016 — Fusion DigiNet

prospects-edProspects Education Services Limited has acquired Optimus Professional Publishing Limited  from Electric Word plc. for £1,512,501 in cash. A cash balance of £613,113 was left in the business.  Both the consideration and cash left in the business are subject to adjustment through a completion accounts process at a later date. Optimus provides live events and online training for leaders in UK schools to support staff development and school improvement.

In the year ended 30 November 2015, Optimus made a loss before tax of £1,019,649 (which includes  a charge of £725,588 towards Company central overheads, and a management charge to the Company of £177,500) on turnover of £2,908,112. The value of the gross assets of Optimus at 30 November 2015 was £2,306,398.

Optimus Education was founded in 1997 to help primary and secondary school leadership teams manage staff development efficiently and effectively, stay compliant and drive whole school improvement through a variety of conferences, events and training resources.

Andrew Thraves, Director of Education for Prospects, says: “I am delighted that we have acquired Optimus Education. I’m equally pleased that Optimus Education has chosen us as their new home.”

Andrew added: “Together we’ll be in a great position to provide schools and multi-academy trusts an even more comprehensive ‘one-stop-shop’ offer. The government talks about the importance of a school-led system as central to raising standards. By joining forces we will offer school awards and curriculum resources, in-school consultancy and training, and high-profile conferences and events for teachers and senior leaders intended to identify, showcase and help embed good practice and ‘what works’. Acquiring Optimus Education enables Prospects to provide education providers with the complete package.”

UK, London

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Electric Word acquires iGaming North America conference Posted on November 8, 2013

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Keywords Studios acquires Player Research Ltd

October 26, 2016 — Fusion DigiNet

Keywords Studios has acquired Player Research Ltd for £1.3 million. Based in Brighton, UK, Player Research provides consulting and user testing from its esting laboratory to mobile, console and VR game developers throughout the world, helping them to attract, retain and monetise players.

Player Research was founded in 2012 by Graham McAllister and employs a number of PhDs and MScs at its research laboratory in Brighton, with expertise in fields such as Human-Computer Interaction, Neuroscience, Computer Science, Experimental Psychology, Human Factors and Cognitive Psychology.

Keywords is paying an initial consideration of £700,000 in cash, plus 65,280 new ordinary shares in Keywords, which will be subject to a two-year lock in period. A further cash payment of up to £300,000 may be payable subject to Player Research achieving certain targets within two years of the acquisition.

Giacomo Duranti, Chief Operating Officer, commented: “Keywords and Player Research have been exploring opportunities together over the past 3 years. As both companies have expanded their services to multiple points along the games lifecycle the fit between us has become increasingly apparent. We believe that by integrating Player Research within the Group, and rolling out its services into our existing studios to provide reach into all major gaming regions, we will be able to leverage the intellectual capital, talent pool and execution capability of both organisations to significantly enhance the value we are able to bring to our clients.”

Ireland, Dublin & UK, Brighton

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Time Out Group acquires YPlan

October 21, 2016 — Fusion DigiNet

Time Out Group plc has acquired Leanworks Limited (YPlan). London-based YPlan is the “mobile-first” events discovery and booking platform. It offers a mix of event tickets on its app and website allowing people to discover and book things to do in the city. Combined with Time Out’s curated content, this addition will enable the Company’s monthly global audience of 137 million to discover, book and share what the world’s cities have to offer.

Since its foundation in 2012, YPlan has invested heavily in the development of an award-winning e-commerce platform and associated software for the events industry as well as in customer acquisition marketing. As a result, in the year to 31 December 2015, being its last full financial year, YPlan generated a pre-tax loss of £6.2m. Subsequent reductions in its cost base have materially reduced losses in the current year.  Consequently, the transaction is expected to be mildly dilutive to Time Out’s earnings in the current financial year and broadly neutral in 2017.

Julio Bruno, CEO of Time Out Group plc, commented: “Developing e-commerce and monetising our audience is an important element of our ambitious growth strategy. We acquired YPlan because its advanced technology will significantly accelerate this strategy. It will enable us to offer our large audience more online booking opportunities, whilst improving the user experience.”

The consideration will be payable in Time Out ordinary shares. 1,166,644 shares will be issued and payable on completion with a value of £1.6 million based on a share price of £1.393. A deferred issue of ordinary shares with a value of up to £0.8 million is also payable 12 months after completion subject to no warranty claims being made.

UK, London

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Inspired Energy acquires Informed Business Solutions

September 29, 2016 — Fusion DigiNet

inspired-logo3Inspired Energy PLC has acquired Informed Business Solutions Limited, an energy procurement and environmental services provider, for an initial consideration of approximately £2.25  in cash and shares. Informed Business Solutions provides its services provider to large and multi-site corporates. It has a particularly strong presence in the multi-site retail and leisure markets.  Both companies are based in Kirkham, Lancashire.

Inspired are paying an initial consideration of £1.75 million in cash and issuing 3,545,596 new ordinary shares to the shareholders of Informed. Deferred consideration of up to £2.0 million may also be paid subject to financial performance criteria based on both the contracted order book and revenue for the financial years ending 31 December 2017 and 2018. The Deferred Consideration will be payable in four tranches of up to £0.5 million each.  Two tranches, in relation to the financial year ending 31 December 2017, will be payable in July 2017 and February 2018.  A further two tranches, in respect of the outturn for the year ending 31 December 2018 will be payable in September 2017 and July 2018. 

The directors of the business will remain with the enlarged group. Their shares are subject to a 12 month lock-in and orderly market provisions for a further 12 months from the date of admission.

For the audited financial year ended 31 December 2015, Informed delivered revenues of £1.7 million, EBITDA of £0.7 million, pre-tax profits of £0.7 million and generating operating cash of £0.8 million. Net assets as at 31 December stood at £0.5 million. 

Commenting on the Acquisition, Janet Thornton, CEO of Inspired Energy said: “We are delighted to conclude the acquisition of Informed which is a highly complementary addition to the Group’s core corporate division. The Acquisition broadens our customer base, further enhances our sector specialisms and strengthens our service offering within environmental consultancy. We look forward to working closely with the highly experienced and knowledgeable team of Informed and welcoming them into our core Corporate Division as we seek to advance our position as a market leader.”

UK, Kirkham, Lancashire

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Ascentual acquires One Click Retail

September 25, 2016 — Fusion DigiNet

ascentialAscential plc, the  business-to-business media company has acquired US-based e-commerce analytics provider Oneclickretail.com LLC for an initial cash consideration of $44 million plus future earn outs.  

Future earn outs, based on multiples of adjusted EBITDA, are payable in the four years 2016 to 2019  in cash or, for certain elements, shares at Ascential’s option.  A portion of the earn-out payments is also subject to founders remaining in employment with the company.  The total aggregate consideration, including initial consideration and earn out payments, is capped at $225 million in the event that stretching profit targets are reached. The transaction is expected to complete on 31 August 2016.

one-clickOne Click Retail provides data analytics to help brands optimise their eCommerce activities.  Customers include Procter & Gamble, HP, Unilever, Hamilton Beach, Nestle and Panasonic.  Revenue is generated predominantly through recurring annual subscriptions to the company’s Dashboard product which provides insights to help customers drive sales through Amazon and other eCommerce retailers.  The insights focus on product market share, its drivers, and the actions that can be taken to increase sales.

 One Click Retail had revenue of $4.9 million and Adjusted EBITDA of $3.4 million for the twelve month period ending December 2015, with a year-on-year growth of 59% and 78% respectively.  Gross assets at December 2015 amounted to $0.8 million.  Annualised subscription contract value stood at $10.1 million as of July 2016.

Duncan Painter, Chief Executive Officer of Accentual said, “We are delighted to welcome One Click Retail and Spencer and his team to Ascential.  It is a quality business that we have been tracking for some time in an exciting part of the retail vertical.  As a high-growth, globally scalable subscription information service product, One Click Retail fits with Ascential’s strategy of owning scalable, global market-leading products and we look forward to helping its talented management team to accelerate its growth.”

The company was founded in 2013 by former Amazon and Walmart executive Spencer Millerberg, and is based in Salt Lake City, Utah, USA.

UK, London & USA, Salt Lake City, UT

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Centaur acquires specialist marketing consultancy Oystercatchers for £3.35M

September 21, 2016 — Fusion DigiNet

centaur-logoCentaur Media Plc has acquired Oystercatchers LLP for £3.35 million. Oystercatchers is a consultancy helping brands to accelerate their marketing performance. 

Centaur is paying up to £3.35 million for Oystercatchers, with £2.2 million payable on completion. The deferred consideration is contingent on results, including  EBITDA for the 12 month period ending on 31 March 2017. All consideration is payable 75% in cash, 25% in Centaur shares with a two-year lock-in period on the shares. Completion is targeted for 1 October 2016. 

Oystercatchers’ founders of Suki Thompson and Peter Cowie, and senior management team will remain with the business and Suki Thompson will join the Centaur Executive Committee. 

Oystercatchers’ turnover has grown from £1.1million in the year to 31 March 2012 to £3.4million in the year to 31 March 2016. In the year to 31 March 2016, Oystercatchers made a profit before tax of £0.6m and had gross assets of £1.1m as at that date. 

Andria Vidler, CEO of Centaur Media commented, “This acquisition is a win-win for our businesses. The combination will enable Centaur to become the “go to” provider for brands seeking to drive its marketing performance. This kind of specialist acquisition is a good example of how Centaur will seek to accelerate its presence in its chosen market sectors. ”  

UK, Londo

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