Pearson agrees to sell 50% stake in The Economist Group

August 13, 2015 — Fusion DigiNet

EconomistPearson has agreed to sell its 50% stake in The Economist Group for £469 million, payable in cash.

EXOR S.p.A. has agreed to purchase 27.8% of The Economist Group’s Ordinary shares for consideration of £227.5 million and all of the B special shares for consideration of £59.5 million from Pearson. Pearson’s remaining Ordinary shares will be repurchased by The Economist Group for a total consideration of £182 million.

The sales comes just weeks Pearson sold the Financial Times to Nikkei for £884 million.

The Economist Group is a leading source of analysis on international business and world affairs, delivered through a range of publications and services including: The Economist newspaper, one of the world’s leading weekly business and current affairs publications with a circulation of around 1.6 million; Economist.com; the Economist Intelligence Unit; CQ Roll Call and TVC.

Pearson reports its stake in The Economist Group as an associate and includes 50% of its profit after tax in operating income. In 2014, The Economist Group contributed £21 million to Pearson’s operating income and approximately 3 pence to adjusted earnings per share. At 31 December 2014, the carrying value of Pearson’s investment in The Economist Group was £nil.

John Elkann, Exor’s chief executive, said: “By increasing our investment in The Economist we are delighted to affirm our role as one of the Group’s long-term supportive shareholders, along with the Cadbury, Layton, Rothschild and Schroder families and other individual stable investors.

The transaction is subject to a number of regulatory approvals and to approval by both a 75% majority of The Economist Group shareholders and the group’s independent trustees. The provisions of the City Code on Takeovers and Mergers do not apply to The Economist Newspaper Limited. The transaction is expected to close during the fourth quarter of 2015.

UK, London & Italy, Turin

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A Fusion Deal: Global Technology Forum sold to Clarion 

July 27, 2015 — Fusion DigiNet

Fusion Corporate Partners are pleased to announce the sale of Global Technology Forum to Clarion.

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.

For over 20 years, Global Technology Forum has provided the international oil refining and petrochemical community with an invaluable forum for networking, ideas sharing and contact building. The flagship European Refining Technology Conference (ERTC) Annual Meeting is recognised as the leading downstream event in Europe.

Global Technology Forum has long standing relationships with all of the oil majors, independent refiners, national oil companies and petrochemical operators.

UK, London

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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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July 14, 2015 — Fusion DigiNet

Ten Alps acquires Reef Television Limited
Ten Alps plc has acquired Reef Television Limited for up to £5 million (comprising £2 million initial consideration and deferred consideration of up to £3 million plus an additional amount of earn-out consideration).

Reef acquisition signals the first step in a strategy to grow the Ten Alps business through both acquisition and organic growth

UK, London

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Wilmington acquires Financial Research Associates LLC

July 7, 2015 — Fusion DigiNet

Wilmington plc has acquired the trading assets and assumption of certain liabilities of Financial Research Associates LLC (FRA), a US conference and networking provider of specialist events in healthcare and finance, for a maximum consideration of up to $20.6m (£13.2m).

Wilmington is acquiring FRA from its founding management team, who will continue in the business. The acquisition comprises a net initial consideration of $13.0m (£8.3m) in cash with two deferred cash consideration amounts of $1.5m each payable on 1 July 2016 and 1 July 2017 conditional upon the continued employment of the management team. Further deferred consideration of up to $4.6m is potentially payable in cash subject to FRA achieving challenging revenue and profit targets in the two financial years ended 30 June 2016 and June 2017 respectively.

FRA, was established in 2001 and is managed by Lori Medlen, CEO and Ellen Wofford, COO. The business has a successful portfolio of over 80 specialist events, focussed on finance and healthcare. FRA has 47 employees based in two offices; Charlotte, North Carolina and Santa Cruz, California.

In the twelve month period ending 31 December 2014, revenue for FRA was $10.5 million. The business made an adjusted profit before interest, amortisation and taxation of $2.6 million and had gross assets of $1.4 million. At 30 June 2015 the value of assets and of certain liabilities acquired resulted in a net liability of $0.4 million.

Commenting on the acquisition, Pedro Ros, Chief Executive Officer of Wilmington, said:
“FRA is a quality business with excellent market positions supported by an entrepreneurial and ambitious management team. This earnings enhancing acquisition provides Wilmington with new networking opportunities and capabilities within our Finance and Healthcare areas.

We are delighted that Lori, Ellen and the rest of the FRA team are joining Wilmington at this exciting time in our evolution. The acquisition will also strengthen our base in North America as we look to further internationalise our business.”

UK, London & USA, Charlotte, NC and Santa Cruz, CA

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Tarsus Group acquires AMB Group

July 6, 2015 — Fusion DigiNet

Tarsus Group plc has further strengthened its portfolio in South East Asia by acquiring 50% of the AMB Group for between $13 and $20 million. The acquisition is via a joint venture vehicle AMB Tarsus Exhibitions Sdn. Bhd. from Andrew Siow and Richard Yew .

Established in 1996, the AMB Group is a South-East Asian exhibition organiser with a major presence in Myanmar and Cambodia and a growing business in the region. It has built up a portfolio of market leading exhibitions and conferences in some of Tarsus’ key strategic sectors with the largest focused on building, infrastructure, automotive and food processing.

AMB Group has enjoyed strong growth in recent years, driven by the establishment of leading events in Myanmar and Cambodia – MyanFood and Cambuild respectively.

As part of its accelerated replication program Tarsus expects to be able to introduce a number of its leading brands into AMBT’s markets of Malaysia, Myanmar and Cambodia. Tarsus will also assist AMBT to access Indonesia by utilising the Group’s existing infrastructure in that market.

The acquisition of 50% of AMBT is for an estimated payment of $13 million (approx. £9 million) in cash of which $4.1 million (approx. £2.6 million) is payable on completion of the Acquisition with a further $4.1 million payable in January 2016 and deferred payments linked to the performance of the business up to the end of 2017. The total consideration for the initial 50% is capped at $20 million (approx. £12.8 million).

For the year ended 28 February 2015, AMB Group recorded unaudited profit before tax of approximately $2.2 million (approx. £1.4 million) and unaudited gross assets of $2.9 million (£1.8 million).

The consideration will be met from existing financial resources. To provide additional headroom the Group has increased its bank facilities to £75m (from £60m) and extended the term of the facilities out to July 2020. The other commercial terms of the bank facilities are unchanged.

There is a put and call option in respect of the Vendor’s remaining 50% stake in AMBT. The Vendors will be permitted to sell the Remaining Stake to Tarsus in the event of a sale of at least 50.1% of Tarsus ordinary shares of 5p each collectively held (either directly or beneficially) by both Neville Buch, Chairman and Douglas Emslie, Group Managing Director as at the date of completion. In this circumstance the Vendors may sell their Remaining Stake to Tarsus for a maximum consideration of $25m (approx. £16.1 million) in cash determined in reference to the profit of AMBT in the financial year (31 December) immediately preceding exercise of the option.

Douglas Emslie, Tarsus Group Managing Director said:

“AMBT is an excellent strategic acquisition and allows Tarsus to build scale in South East Asia with an entrepreneurial partner. Many of the ASEAN economies are growing strongly and the AMBT joint venture will offer us first-mover advantage in some key sectors in these exciting markets.

“I have known Andrew Siow for over 20 years and he and Richard have an excellent track record in launching and developing events in the region. Their expertise will add significant strength and depth to the Group’s operations in South East Asia. We expect there to be compelling opportunities to replicate Tarsus’ leading brands into AMBT’s geographic footprint.”

UK, London & Myanmar and Cambodia

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Lakehouse acquires Orchard (Holdings) UK Ltd

July 3, 2015 — Fusion DigiNet

Lakehouse, the asset and energy support services group, has acquired Orchard (Holdings) UK Ltd for an initial cash consideration of £7 million. Orchard is a UK energy broker and energy management services provider.

In the financial year ended 31 August 2014, Orchard reported a turnover from continuing activities of £4.99 million and profit before tax of £0.88 million. Orchard had gross assets of £5.9 million as at 31 August 2014.

Under the terms of the acquisition, the consideration comprises an initial amount payable in cash on completion of £7 million and a further deferred consideration of up to £3 million, payable on the basis of Orchard’s financial performance in period up to 30 September 2017.

Orchard provides advice to corporate clients in relation to managing their energy costs, particularly energy procurement and usage. In addition, Orchard provides energy management services to commercial and industrial customers, including brokering supply with utilities firms, managing contracts and advising on energy consumption. Orchard has strong commercial relationships with the leading UK utilities providers. The business employs 78 staff and is based in Elland, West Yorkshire, with offices in Glasgow, Bristol, Newcastle and Northampton.

Orchard was founded in 2004 and, prior to its acquisition by Lakehouse, was principally owned by Gareth and Rachel Henderson. Following completion of the acquisition, Gareth Henderson and the management team will remain with the business. As a result of the transaction, Lakehouse’s total headcount will rise to approximately 1,400.

The acquisition represents a further step in Lakehouse’s growth strategy as the Group continues to expand and develop through targeted, complementary acquisitions which broaden its service offering and geographical reach.

Stuart Black, Executive Chairman of Lakehouse, said:

“Following our successful initial public offering earlier this year, this acquisition further endorses our strategy of acquiring and integrating businesses which expand our service offering and geographical reach. Orchard’s strong client base, excellent relationships with utilities firms and market-leading customer service open up new opportunities for growth in the energy services market.

“Bringing together energy efficiency, water management and smart metering expertise alongside Orchard’s brokering service, the Group’s Energy Services division offers an increasingly broad, national proposition to clients looking to manage their energy usage and meet challenging carbon savings targets.”

UK, Romford. Essex & Elland, West Yorkshire

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WPP June acquisitions update – Poster Conseil (Paris), WANDA Digital (Turkey), Chemistry Media (New Zealand), TechEdge (Denmark), Greenhouse Group B.V (The Netherlands), SET Creative (USA)

June 30, 2015 — Fusion DigiNet

WPP’s Kinetic and GroupM acquire majority stake in Poster Conseil

WPP’s wholly-owned operating companies, Kinetic and GroupM, have acquired a majority stake in Financiere Poster.

Poster Conseil manages media planning and buying for agencies and direct clients, and provides planning and measurement technologies to both agencies and vendors. It employs 25 people and is based in Paris.

Poster Conseil will continue to be led by CEO Xavier Sorato. The agency’s consolidated revenues for the year ended 31 December 2014 were EUR9.8 million, with gross assets of EUR8.5 million.

UK, London & France, Paris

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WPP’s J. Walter Thompson Company acquires minority stake in WANDA Digital in Turkey

WPP’s J. Walter Thompson Company has acquired a minority stake in WANDA Digital, one of the leading independent digital agencies in Turkey.

Founded in 2006 and employing 80 people in Istanbul, WANDA’s clients include Turkcell, L’Oreal, Nestle and Unilever.

WANDA offers a range of services including campaigns, social media, platform development and games and apps.

Unaudited net sales for the year ended 31 December 2014 were approximately US$ 3.4 million, with gross assets at the same date of approximately US$ 2.3 million.

Following the transaction, WANDA and J. Walter Thompson’s local office, Manajans J Walter Thompson Turkey, will operate independently.

UK, London & Turkey, Istanbul

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WPP’ GroupM acquires Chemistry Media in New Zealand

WPP’s wholly owned operating company GroupM has acquired Chemistry Media Ltd., a leading media agency based in New Zealand.

Chemistry Media is a media planning and buying agency with operations in Auckland and Wellington. Key clients include Bank of New Zealand, Fonterra, Nestlé, and Restaurant Brands.

Since 2010, Chemistry has been affiliated with the MediaCom network, and currently trades under the name MediaCom. Following the acquisition, Chemistry will continue to trade as MediaCom.

UK, London & New Zealand, Auckland

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WPP increases its stake in TAM analysis software company, TechEdge in Denmark

WPP has increased its stake from 20% to 49% in TechEdge, a supplier of software that enables the analysis TV audience measurement (TAM) data.

TechEdge licenses a range of software products to broadcasters and media companies, enabling users to analyse, interpret and action respondent level TAM data. For example, broadcasters can review TV audience patterns, whilst media companies use TechEdge’s products to optimise advertising allocation by channel and time of day.

TechEdge was founded in 2000 by Andreas Velter (CEO) and Henrik Sahlholt (CTO). MEC, (part of GroupM, WPP’s Data Investment Management division) invested in the company in 2001.

Unaudited net sales for the year ended 31 December 2014 were approximately US$ 13.6 million, with gross assets at the same date of approximately US$ 6.3 million.

UK, London & Denmark, Copenhagen

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WPP’s GroupM acquires Greenhouse Group B.V in The Netherlands

WPP’s holy owned operating company GroupM has acquired Greenhouse Group in The Netherlands.

Greenhouse Group provides digital media and marketing services through its four operating companies: Blue Mango Interactive and Fresh Fruit Digital (online marketing agencies), We Are Blossom (social media), and Source Republic (SEO and content marketing).

Greenhouse Group was founded in 2007 and employs more than 150 people. Unaudited revenue for the year ended 31 December 2014 was EUR 10.1 million, with gross assets of EUR 14.1 million as at the same date.

Greenhouse Group will operate as a stand-alone business within GroupM and will continue to be led by CEO Marion Koopman and CFO Frank Sanders.

UK, London & The Netherlands, Eindhoven

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WPP acquires majority stake in SET Creative in the US

WPP has acquired a majority stake in SET Management, LLC (SET Creative). US-based SET engages consumers with brands through physical experiences in retail stores, pop-up stores, trade shows and live events. SET Creative continues that engagement digitally via apps, content creation and social media.

SET Creative’s revenues for the year ended 31 December 2014 were approximately US$38 million with gross assets of approximately US$18 million at the same date. Clients include Arc’teryx, BMW, Google Glass, Jordan, Nike, Red Bull and Uniqlo. Founded in 2009, SET Creative is headquartered in Portland, Oregon, with offices in New York and Los Angeles. The agency recently acquired a UK operation, called Flourish, to be renamed SET Live, concentrating on live events, exhibitions and environments. In total, SET Creative employs around 120 people.

SET’s management, led by founder Sabina Teshler, will remain in place, reporting in to Simon Bolton, co-leader of WPP’s branding & identity division (B to D group), who will oversee SET as part of a newly-formed collective focusing on all elements of brand experience.

Bolton commented: “SET creates world class physical and digital brand experiences, making it an ideal partner to Brand Union and FITCH. The three agencies provide a complementary set of services, from brand strategy, to retail, design and events, collectively creating a roadmap for agile omni-channel brands.”

UK, London & USA, Portland, OR

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WPP’s GroupM acquires majority stake in directComm Marketing Group in Turkey

WPP wholly owned operating company GroupM, has acquired a majority stake in directComm Marketing Group, a leading provider of integrated direct marketing services in Turkey.

directComm specialises in digital marketing, customer relationship management, events and social media. Clients include Türk Telekom, Siemens and Sony Mobile. Founded in 2000 and based in Istanbul, directComm employs around 70 people.

Unaudited revenues for the year ended 31 December 2014 were approximately US$ 6.5 million, with gross assets at the same date of approximately US$ 3.2 million.

UK, London & Turkey, Istanbul

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WPP’s Kantar Media invests in data analytics firm BIScience

WPP’s wholly owned operating company Kantar Media has invested in BIScience (2009) Ltd., a data analytics firm that specialises in platforms for cross-channel and multi-country digital media monitoring, planning and optimisation.

BIScience’s global coverage spans over 60 geographies, with competitive cross-channel intelligence and analytics for display, mobile, video, and programmatic media covering more than 500,000 publishers worldwide. Clients include Conduit, Digilant, Funbox, Matomy and the Media Initiatives Group. Founded in 2009, BIScience employs over 35 people and is based in Tel Aviv with an office in New York.

UK, London & Israel. Tel Aviv

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ITV acquires Twofour Group

June 24, 2015 — Fusion DigiNet

ITV plc has acquired Boom Supervisory Limited, the holding company of the Twofour Group, as ITV continues to strengthen its global content business.

Twofour is a fast growing group of companies that produced over 1,200 hours of programming in 2014. The group’s production labels, based in the UK and US, include Twofour, Twofour America, Boomerang, Oxford Scientific Films, Indus, Boom Cymru and the scripted producer Delightful Industries. The group has produced hit shows including Educating Yorkshire, The Jump, Posh Pawn, The Hotel Inspector and Animal Odd Couples.

Twofour also owns 51% of drama indie Mainstreet Pictures, and has a distribution business, Twofour Rights, which owns a diverse catalogue of over 550 hours of finished programming and formats.

ITV, which acquires Twofour from majority shareholder LDC, the private equity arm of Lloyds Banking Group, will pay an initial cash consideration of £55 million for 75% of the Group. There is a put and call option for the remaining 25% that can be exercised at the end of 2017 and between the end of 2019 and 2021, with any further payment subject to minimum average EBITA thresholds. Twofour delivered £5 million EBITDA in 2014.

Additionally, Twofour has a put and call option to acquire the remaining 49% of its subsidiary Mainstreet that can be exercised between 2018 and 2023.

The total maximum consideration for Twofour and the remaining 49% of Mainstreet is £280 million with contingent payments dependent on both businesses delivering exceptional profit growth to £60 million in aggregate over the payment period.

Kevin Lygo, Managing Director ITV Studios said: “Great creative talent, fantastic content and brilliant production expertise are central to ITV Studios’ strategy, so I’m delighted that the Twofour Group is joining our family of production companies as we continue to boost ITV Studios’ growth in the UK and internationally.”

UK, London

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UBM buys Hospitalar, Latin America’s largest healthcare trade show

June 3, 2015 — Fusion DigiNet

UBM plc has acquired Hospitalar, Latin America’s largest healthcare tradeshow, from SPFC Group.

Hospitalar is one of Brazil’s top five tradeshows, featuring 1,250 Brazilian and international exhibitors and attracting approximately 95,000 attendees. Hospitalar 2015, the 22nd edition of the International Fair of Products, Equipment, Services and Technology for Hospitals, Laboratories, Pharmacies, Health Clinics and Medical Offices took place in the Expo Center Norte in São Paulo from 19 to 22 May. The event serves the large Brazilian healthcare industry where growth is set to continue through the expansion of private healthcare for a growing, more affluent middle class.

Hospitalar generated revenue of approximately R$32m (£6.6m). The acquisition will make UBM the third largest events organiser in Brazil.

Following completion, Hospitalar’s staff will move over to UBM Brazil and the founders of the show will remain involved in a non-executive capacity for at least two years.

Tim Cobbold, CEO of UBM plc, said: “We are delighted to have acquired Hospitalar. It is a “must-attend” show with an increasingly international customer base and will further strengthen our position in Brazil. It also fits very neatly with the wider UBM portfolio and we are excited about the opportunity to leverage UBM’s strong position in the Medical Device and Manufacturing sector. We are already planning to co-locate a MD&M show alongside Hospitalar 2016.”

UK, London & Brazil, São Paulo

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RPS Group acquires Norwegian consultancy Metier for around £22.3M

April 30, 2015 — Fusion DigiNet

RPSlogoRPS Group plc has acquired Metier Holding AS, a Norwegian based consultancy providing project management and training services, for a maximum consideration of NOK 267million (£22.3 million).

Metier operates across Norway from its headquarters in Oslo. The company, which employs approximately 160 staff, was founded in 1976 and works primarily on projects associated with delivering public and private sector infrastructure.

Metier trades within similar markets to OEC, the Norwegian project management consultancy acquired by RPS in October 2013, with less focus on the oil and gas sector. It has also developed an internet based project management training capability. The activities of the two businesses will be integrated. 

52% of the Metier shares are held by external investors.  The remaining 48% is held by 64 Metier staff, who are remaining with the business.

In the year to 31 December 2014, Metier had revenues of NOK390 million (£32.6 million), and profit before tax of NOK35.3 million (£3.0 million), after adjustment for non-recurring items. Net assets at 31 December 2014 were NOK45.1 million (£3.8 million). Gross assets at 31 December 2014 were NOK159.1 million (£13.3 million).

RPS is acquiring the entire share capital of Metier for a maximum total consideration of NOK267 million (£22.3 million), all payable in cash. Consideration paid to the vendors at completion was NOK166.8 million (£14.0 million). Subject to certain operational conditions being met, two further sums of NOK49.2 million (£4.1 million) and NOK50.6 million (£4.2 million) will be paid to the vendors on the first and second anniversaries of the transaction respectively.

UK, Abingdon, Oxfordshire & Norway, Oslo

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