Smart Metering Systems acquires two meter suppliers and IT specialist for up to £6.895 million in shares 

March 21, 2016 — Fusion DigiNet

SMSSmart Metering Systems plc (SMS) has acquired three companies: CH4 Gas Utility and Maintenance services Limited, Trojan Utilities Limited and Qton Solutions Limited for a total consideration of up to £6.895 million.

CH4 will add approximately 100 engineers and 60 contractors, of whom approximately 40 are domestic smart gas and electricity installation engineers, alongside the approximately 80 domestic smart gas and electricity installation engineers from Trojan Utilities, which will significantly enhance SMS’ capability. Out of the approximately 1.6 million domestic smart meters installed so far in the UK, they together represent approximately 23% (368,000) of that figure, independent of SMS. Alongside these installation businesses, IT systems specialist Qton Solutions will help to serve SMS’ existing and future contractors, most of whom use its systems already.

 CH4 Gas Utility and Maintenance Services Limited

CH4 is a specialist in traditional and smart gas and electricity metering installations to the domestic and I&C sectors. It operates throughout the UK and is a current service provider to SMS.

Established in 2011, for the year ended 28 February 2015, CH4 reported turnover of £7.64 million with gross profit of £2.95 million and EBITDA (after exceptional items) of £0.89 million.

The initial consideration for CH4 is up to £2 million in SMS shares. In addition, a further up to £0.995 million may be payable through an earn out over three years.

Trojan Utilities Limited

Trojan Utilities is an installation service provider to energy suppliers in the UK and delivers domestic smart gas and electricity trained and accredited installation services. Established in 2011, Trojan Utilities has over 80 fully trained engineers operates throughout the UK and has installed over 270,000 gas and electric domestic smart meters, representing over 17% of the national smart metering installed to date. It is currently installing over 3,000 domestic smart meters per week outside of its SMS business. 

For the year ended 31 October 2014, Trojan Utilities recorded turnover of £2.86 million with gross profit of £1.26 million and EBITDA of £0.5m. Trojan Utilities has seen additional growth in 2015 with estimated turnover for year ended 31 October 2015 of £5.76 million, gross profit of £2.13 million but with a reduced EBITDA of £0.067 million as a result of increased investment in operational capacity and UK-wide infrastructure.

The initial consideration for Trojan Utilities is up to £0.5 million and is SMS shares. In addition, a further up to £0.5 million may be payable through an earn out over the three years. 

Qton Solutions Limited

Established in Cambridge in 2009, Qton Solutions has a team of 17 IT professionals specialising in the provision of work and field management IT systems applications for gas and electricity metering installations for energy suppliers, installation contractors and meter asset managers and owners in the UK with specific applications tailored for domestic dual fuel smart installations. 

These systems have already been responsible for the completion of over 1 million meter installations and are widely used by a number of domestic smart meter installers, energy suppliers, and meter asset owners and managers including SMS. 

For the year ended 31 March 2015, Qton Solutions reported turnover of £0.99 million with gross profit of £0.34 million and EBITDA (after exceptional items) of £0.23 million, backed with annually recurring licence fee income on it software products of over £0.8 million. 

The consideration for Qton Solutions is up to £2.9 million in SMS shares.

Commenting on the acquisitions, Alan Foy, Chief Executive Officer, said:

“The acquisitions of CH4 and Trojan Utilities are part of the Company’s strategy to gain direct control of a large proportion of our installation capacity for ongoing delivery of our customer contracts in the I&C and domestic meter markets. This will provide confidence to customers in our delivery model for the new domestic smart metering market. In addition, the acquisition of Qton Solutions allows us to gain direct control and ownership of all software applications used by SMS.”

UK, Glasgow

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IHS and Markit to merge

March 21, 2016 — Fusion DigiNet

ihsmarkitFinancial data companies IHS and Markit are merging. Based on the closing prices of IHS and Markit common stock on March 18, 2016, the implied equity value of the transaction is more than $13 billion. The deal is expected to close in the second half of 201

The combined company will be renamed IHS Markit and will be headquartered in London and have operations based in Englewood, Colorado. IHS shareholders will own approximately 57 percent and Markit shareholders will own approximately 43 percent of the combined company.

The combined company’s reported results for fiscal year 2015 include approximately: $3.3 billion in revenue, $1.2 billion in adjusted EBITDA, and $800 million in free cash flow. IHS Markit will have more than 50,000 key customers.

IHS makes most of its revenues from energy and automotive data, while Markit focuses on financial information and is best known for its purchasing managers’ index.

Jerre Stead, IHS Chairman and Chief Executive Officer, will assume the role of Chairman of the Board of Directors and Chief Executive Officer of IHS Markit. Lance Uggla, Chairman and Chief Executive Officer of Markit, will be President and a member of the Board of Directors.

Uggla will assume the role of Chairman of the Board of Directors and Chief Executive Officer of IHS Markit when Stead retires on December 31, 2017. The Board of Directors of the combined company will be comprised of 11 members, with IHS designating six members (including the chairman) and Markit designating five members (including the lead director) from their current boards.

UK, London & USA, Englewood, CO

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WPP’s AKQA acquires majority stake in digital agency, Potato, in the UK

March 7, 2016 — Fusion DigiNet

PotatoWPP’s wholly-owned operating company, AKQA, a digital services agency, has acquired a majority stake in the holding company of digital agency Potato.  Potato specialises in designing and building complex, secure and scalable web applications. The terms of the deal were not disclosed.

Clients include Google and Canon. Potato employs around 100 people and is headquartered in London, with an office in Bristol and a presence in San Francisco.

Revenues for the year ended 31 March 2015 were £6.9 million, with gross assets of £4.1 million, as at the same date.

UK, London

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ITV to acquire UTV’S television business (UPDATE)

February 19, 2016 — Fusion DigiNet

itv

On 19th October 2015, ITV plc announced that it had agreed to acquire 100% of UTV Ltd, which owns the television assets of UTV Media plc, for a total cash consideration of £100 million. This was subject to regulatory and UTV Media plc shareholder approval. 

Ministerial approval has now been received and all other conditions to completion have been satisfied. Completion is expected to take place on Monday 29th February 2016.

Original story – October 19, 2016

ITV plc is to acquire UTV Ltd, which owns the television assets of UTV Media plc, for a total cash consideration of £100 million on a cash-free-debt-free basis, subject to an agreed target working capital amount remaining in UTV Television at completion of the sale.

The television assets of UTV Media plc reported total revenue of £34.7m (2013: £34.1m) and operating profit (excluding central costs remaining with UTV Media plc) of £6.6m (2013: £8.9m) in 2014. The 2014 operating profit included £3.0m costs in relation to start-up costs for UTV Ireland.

UTVThe deal includes a break fee arrangement with UTV Media plc; UTV Media plc will pay ITV a fee of £1 million if the deal fails to complete as a result of UTV Media plc failing to obtain the approval of its shareholders to the deal by no later than 31 December 2015.

On completion of the acquisition ITV will own 13 of the 15 regional licences for the Channel 3 network.

UTV is a commercial broadcaster and the most watched channel in Northern Ireland, broadcasting ITV content alongside local programming. UTV Ltd also owns 100% of UTV Ireland, which launched a new dedicated channel for the Republic of Ireland on 1 January 2015. UTV Ireland is already the second most watched channel in peak in Ireland.

“We have a long-standing relationship with UTV, which has been the leading commercial broadcaster in Northern Ireland for many years thanks to its strong regional identity and blend of excellent local programming and strong network shows,” said ITV Chief Executive Adam Crozier.

“UTV Television’s strategic objectives are closely aligned with our own and we are very pleased that they are joining the ITV family. We are looking forward to working with the team going forward.”

UK, London and Belfast

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Johnston Press to acquire i

February 12, 2016 — Fusion DigiNet

Johnston Press is to acquire i from Independent Print Limited through a wholly owned subsidiary, for a total consideration of £24 million. £22 million in cash on completion and £2 million in cash on 20 April 2017. The £24 million consideration represents 4.6x i’s unaudited “carve-out” operating profit of £5.2 million in the year ended 27 September 2015

i is a UK national daily newspaper providing concise quality editorial content, priced at 40 pence per issue Monday to Friday and 50 pence per issue on Saturday. It has a 20% market share of the newspaper “quality market”, or 8% of the combined newspaper “quality” and “mid-market” (source: analysis of Audit Bureau of Circulation data as at December 2015). i was named National Newspaper of the Year in 2015 at the industry’s News Awards.

The Acquisition would create the UK’s fourth biggest news publishing group, centred around a handful of leading brands (by circulation), selling the equivalent of over 600,000 copies a day predominantly outside London.

77% of i readers are from the ABC1 demographic category. The average reader is aged 53 and 63% of its readership is male (source: National Readership Survey). i enjoys a broad reach across Great Britain, with 85% of its circulation outside of London, though currently it has no presence in Northern Ireland. After London, the largest concentration of circulation is Meridian (15%), the Granada region (13%), Central (12%), Anglia (9%), Yorkshire (8%), West (8%), South West (5%), Scotland (5%) and Tyne Tees (3%).

Ashley Highfield, Chief Executive of Johnston Press said,  “This is a transformational acquisition for Johnston Press and an important step towards delivering our long-term strategy. i is a highly regarded newspaper with a clear market position and a loyal readership. By joining with Johnston Press the combined circulation will be equal to 9% of national daily circulation, making us the fourth largest player in the market. This enhanced reach represents a significant growth opportunity for Johnston Press in terms of national print and digital advertising revenue. It also rebalances our revenues towards less volatile circulation revenues.”

UK, Edinburgh & London

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St Ives acquires The App Business

February 8, 2016 — Fusion DigiNet

St Ives plcst ives, the marketing services group, has acquired The App Business Limited (TAB), http://www.theappbusiness.com, a mobile-led consultancy specialising in strategy, product development and business transformation.

Established in 2009, the business employs over 100 staff and is headquartered in London. The company has a strong blue chip client base with particular strength in the consumer goods, automotive, travel, retail and publishing sectors.

In the financial year ended 30 April 2014, TAB generated EBITDA of £1.5 million and revenue of £5.1 million, with gross assets of £2.7 million. For the financial year ended 30 April 2015 TAB generated EBITDA of £3.7 million and revenue of £11.3 million (as per unaudited management accounts).

Initially, St Ives acquired 82.16% of the issued share capital of TAB, for an initial consideration of £22.3 million (£16.7 million in cash and approximately 2.6 million St Ives shares). On 8th February the company announced it had acquired the remaining 17.84% for £3.7 million in cash and approximately 0.6 million St Ives shares.

Further deferred consideration of up to £27.8 million may be payable (to be satisfied not less than 75% in cash and up to 25% in shares) dependent on incremental profit performance for the financial years ending 30 April 2016, 2017 and 2018. T

TAB will operate as a subsidiary of St Ives and will continue to be managed from its current location by its existing management team, which includes Daniel Joseph and Rob Evans, the principal vendors.

UK, London

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DVV Media Group GmbH acquires Road Transport Media Ltd

January 25, 2016 — Fusion DigiNet

DVVHamburg-based DVV Media Group GmbH has acquired Road Transport Media Ltd (RTM), based in Sutton, Surrey.

With its print, web and event portfolio, RTM is a leading provider of specialist information and media services for the road freight industry and commercial vehicle sector in the UK. Its portfolio includes long-established print titles Commercial Motor, Motor Transport, and Truck & Driver. With a combined circulation of more than 40,000 copies, RTM reaches all relevant players in the industry. RTM also has a comprehensive online presence, including a digital marketplace, as well as smartphone apps.

commercial_motorRTM runs various events such as Freight in the City, Tip-ex, and Tank-ex. Its flagship Motor Transport Awards, which has been taking place in London for more than 30 years, highlights outstanding achievements in the area of road freight transport and is attended annually by more than 1,500 senior industry decision makers.

DVV Media UK is the publisher of rail and air freight industry titles including Railway Gazette International and Air Cargo News. With the acquisition of RTM, DVV Media Group is significantly expanding and strengthening its presence in the UK market.

CEO, Martin Weber says: “The acquisition of Road Transport Media is an important milestone in the further development of our international publishing activities.”

currentcoverDVV Media Group GmbH, a sister company of the Rheinische Post Media Group, has more than 200 employees and produces over 30 business to business publications in the transport & logistics, maritime, rail, public transport, travel/conferences, and defence sectors. The publishing portfolio includes newsletters, specialist books, reference works, websites and apps. DVV Media Group also organises events and conferences.

Germany, Hamburg & UK, Sutton, Surrey

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Wilmington acquires JMH Publishing Limited (Wellards)

January 19, 2016 — Fusion DigiNet

WilmingtonWilmington plc has acquired JMH Publishing  Ltd, a UK provider of specialist and accredited online education for the healthcare industry and owner of the trading brand “Wellards“.

As part of Wilmington, Wellards will become the principal education and training platform for the Insight division and will benefit from Wilmington’s enhanced healthcare market access, both in the UK and in mainland Europe.

WellardsWilmington is acquiring Wellards for an initial consideration of £4.2m payable in cash. Wellards is being acquired with £1.3m of cash in its balance sheet. A final payment of up to £0.9m in March 2016 will be made once the final net current asset position has been agreed.

Wellards, established in 1990 is based in Kent, England and is managed by its founder John Heath, CEO who will remain with the business for a transitional period of one year.

Wellards runs over 70 online courses and has more than 25,000 registered users. Subjects covered include critical areas for pharma industry representatives such as market access and financial flows, clinical modules of key therapy areas such as cancer, diabetes and cardiovascular health, ABPI code and compliance. Over 70% of its revenue is generated by its online training portal, Wellards Academy, which services the needs of UK pharmaceutical and Medtech commercial staff.

In the twelve month period ended 31 October 20151, revenue per the unaudited management accounts was £2.0m, an increase of 12 percent on the same period in 2014 and the adjusted profit before interest, amortisation and taxation was £0.6m1.  Gross assets were 2.0m1. Over 70% of its revenue is subscription based with over 90% renewal rates.

Pedro Ros, Chief Executive Officer of Wilmington, said: “I am delighted to welcome Wellards to Wilmington; its addition completes one of our strategic objectives of having information, education and networking capabilities for each of our knowledge areas. I am particularly excited by the scalability of the online products both in the broader healthcare industry and internationally where we can utilise our existing market access in particular to the French and German healthcare markets.”

UK, London & Eridge, East Sussex

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Progressive Digital Media Group acquires GlobalData Holding Limited

January 14, 2016 — Fusion DigiNet

progressiveProgressive Digital Media Group Plc is to acquire GlobalData Holding Limited, a company owned by Mike Danson (Executive Chairman of Progressive Digital Media Group) and Wayne Lloyd for approximately £66.5 million.

On completion the company name will be changed to GlobalData plc. Bernard Cragg will be appointed as Chairman, Michael Danson as Chief Executive Officer and Simon Pyper as Chief Financial Officer

The Company has also announced that its subsidiary, PDMH, has also conditionally agreed to dispose of the entire issued share capital of PTML (a company which holds Progressive’s non-core B2B assets) to Research Views Limited, a company also controlled by the Vendors, for a consideration of £1, together with the indirect assumption by the Company of an inter-company loan of £4.5 million owing by PTML to PDMH.

A General Meeting of the Company will therefore be held on 19 January 2016 for Shareholders to approve the acquisition and disposal.

UK, London

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A Fusion Deal: Incisive Media’s Legal Week sold to ALM

January 12, 2016 — Fusion DigiNet
ALM-Publications

ALM publications

Incisive Media‘s Legal Week, a U.K.-based business-to-business publisher, has been sold to ALM. Fusion Corporate Partners acted as corporate advisor for Incisive Media. The Fusion team was led by Paul Slight, Director at Fusion. The terms of the deals were not disclosed.

ALM, which publishes The American Lawyer, Corporate Counsel, The National Law Journal, The New York Law Journal and other legal and business publications including Law.com and The Am Law Daily, said that the deal is its fourth acquisition since the company was purchased by the private equity firm Wasserstein & Co. in July 2014.

“This acquisition is an important next step as we expand our offerings into key international markets,” said Bill Carter, CEO of ALM. “Legal Week has a strong audience base in Europe and Asia, and an impressive collection of industry events.”

Legal Week has shared the same corporate umbrella as ALM before. In 2007, Incisive bought ALM from Wasserstein & Co. for $630 million.

Two years later, Incisive defaulted on its debt amid the global financial crisis, prompting the company’s lenders, private equity firm Apax Partners and The Royal Bank of Scotland, to take control of ALM. At the time, Legal Week remained part of Incisive, and the London-based company has been in ongoing talks with RBS and other lenders about reorganizing its debt. (Legal Week reported last year that Magic Circle firm Freshfields Bruckhaus Deringer had London-based Macfarlanes had lead advisory roles in Incisive’s refinancing.)

In 2014, Apax and RBS sold ALM back to Wasserstein & Co. for a reported $417 million. Later that year ALM acquired Kennedy Consulting Research & Advisory, and ALM then paid another $40 million in early 2015 to buy legal and insurance publisher Summit Professional Networks. Last summer, ALM agreed to acquire China Law & Practice from Euromoney Institutional Investor PLC for an undisclosed sum.

ALM’s president of legal media, Lenny Izzo, said the company is not planning additional acquisitions at this time, though it isn’t ruling out the idea. He said no layoffs were planned as a result of the Legal Week acquisition, adding that the move was “about strengthening our position in key markets, rather than realizing cost reductions.”

Like many media companies, ALM has seen recent reductions in staff. In April, the company filed a notice with the state of New York indicating that 61 staffers would be laid off between July and September.

Over the last four years, the legal news industry has reorganized amid a series of deals.

In 2011, Bloomberg LP bought The Bureau of National Affairs, a private information provider for clients in government, business and academia, for $990 million. The following year, LexisNexis paid $150 million to purchase Portfolio Media, the parent company of Law360. Meanwhile, the legal magazine California Lawyer closed its doors in October.

For its acquisition of Legal Week, ALM was advised by Jones Day, which has a long-standing client relationship with Wasserstein & Co. Jones Day advised the private equity firm when it initially bought ALM in 1997 and when it sold ALM a decade later. Incisive was advised by the London-based firm Macfarlanes.

Aside from publishing legal news and analysis, Legal Week organizes events, including Legal Week Private Client Forum, Trust & Estates Litigation Forum and Strategic Technology Forum, among others.

Legal Week and Incisive were represented by Paul Slight, Director at Fusion Corporate Partners (UK) Limited.

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Recent Fusion transactions include:

Media & Business Information

Business Support Services and Energy & Environmental Services

Exhibitions & Conferences

Healthcare

Broadcast

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