Kier Group to acquire Mouchel for £265M

April 28, 2015 — Fusion DigiNet

kier-logoKier, the FTSE 250 property, residential, construction and services group, has announced that it has entered a conditional agreement to buy French repairs and maintenance business Mouchel.

Mouchel provides advisory, design, project delivery and managed services to the highways and transportation, local government, property, emergency services, health, education and utilities markets in the United Kingdom, the Middle East and Australia.

Kier has agreed to acquire Mouchel for £265 million in cash, to be financed by a £340 million fully underwritten rights issue.

Mouchel reported group revenue (including share of JVs) of £616.6 million and underlying operating profit of £27.7 million for the year ended 30 September 2014. Revenues for the three months ended 31 December 2014 increased by 38 per cent. compared to the same period in the previous year. The Acquisition is anticipated to deliver pre-tax cost synergies of approximately £10 million in the financial year ending 30 June 2017, with integration costs of the Acquisition expected to be approximately £17 million.

The Acquisition creates an Enlarged Group with a pro forma combined order book of £9.3 billion (as at 31 March 2015), comprising Kier’s order book of £6.5 billion and Mouchel’s order book of £2.8 billion.

Haydn Mursell, Chief Executive of Kier, said: “Over the last three years, Mouchel has been transformed into a strong business with market leading positions. The combination of Kier and Mouchel, particularly in the provision of UK highways maintenance services, creates a leader in a growing marketplace. The Acquisition is consistent with and accelerates the delivery of our Vision 2020 strategy and will provide compelling value to shareholders.”

UK, Bedfordshire

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Utilitywise acquires t-mac Technologies for an initial £10M

April 21, 2015 — Fusion DigiNet

utilitywiseUtilitywise PLC, an independent utility cost management consultancy, has acquired t-mac Technologies Ltd for an initial consideration of £10 million.

t-macThrough its own proprietary technology and software, t-mac provides business energy management systems (BeMS) which enable clients to monitor and reduce their utility consumption, make savings and helping them comply with Government legislation. Founded in 2004 and based in Chesterfield with 28 employees, t-mac services both SME and I&C (industrial and commercial) customers in the retail, education, manufacturing, transport, and leisure sectors. t-mac has significant market experience and a strong reputation across market segments where Utilitywise is already successful, and where demand for energy management solutions is buoyant.

The initial consideration payable is GBP £10m, £6.25m in cash and  1,782,319 new ordinary shares in Utilitywise at an issue price of 210.4p per new ordinary share, being the average closing mid-market price of a Utilitywise share in the 30 trading days to 17 April 2015. The Initial Consideration Shares are subject to a 24 month lock up, save that after 12 months up to 50% of the Initial Consideration Shares can be sold.

Up to a further GBP £12 million will become payable once earn out accounts have been finalised, in cash (70%) and new Utilitywise shares based upon six times EBITDA above a hurdle for the 12 month periods ending on the first and second anniversary of completion.  For the year to 31 March 2015 t-mac reported revenue of GBP £3.6m and EBITDA of GBP £0.3m.

The initial cash consideration is being funded by a new £25 million revolving credit facility with Royal Bank of Scotland plc of which £13 million will be immediately drawn to fund the Initial Cash Consideration and to refinance the Group’s existing facilities of £6 million.

t-mac is run by Lisa Gingell and Jonathan Wilkinson, who are taking a material proportion of their consideration in Utilitywise equity.

Utilitywise CEO, Geoff Thompson commented: “The market for BeMS is growing and modern cloud-based Software as a Service (SaaS) platforms, such as t-mac, provide significant cost advantages over traditional solutions which require intensive capital investment and offer long term ROIs.

“We know that our customers are increasingly looking for rapid impact, cost-effective services that provide them with more control over their electricity, gas and water usage, to help drive their business efficiency agenda as well as mitigate against future price volatility. This acquisition continues to expand our broad range of services that address the breadth of our customers’ energy needs.

“The acquisition of t-mac Technologies will play a major role in helping us to deliver significant added-value services and develop closer, more profitable relationships with existing customers, as well as supporting our new customer acquisition strategy”.

UK, North Tyneside & Chesterfield, Derbyshire

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Utilitywise plc – interim results for the six months ended 31 January 2015

April 21, 2015 — Fusion DigiNet

utilitywiseUtilitywise PLC, an independent utility cost management consultancy, has announced its financial results for the six months ended 31 January 2015.

Financial Highlights

  • Revenue increased 42% to £29.9m (H1 2014: £21.0m)
  • Adjusted EBITDA increased 42% to £7.7m (H1 2014: £5.4m)
  • Adjusted Pre-tax profit increase of 49% to £7.3m ( H1 2014: £4.9m)
  • Adjusted fully diluted EPS increased 41% to 7.2p (H1 2014: 5.1p)
  • Proposed interim dividend increased 55% to 1.7p (H1 2014: 1.1p)
  • Net cash of £1.6m (H1 2014: (£0.1m))

Corporate Highlights

  • Successful move to new corporate headquarters
  • Energy consultants increased 29% to 449 (H1 2014: 347)
  • Total group headcount up 16% to 884 (H1 2014: 761)
  • New initiatives such as ESOS and water de-regulation in Scotland resourced to drive new revenue opportunities

Post period highlights

  • Energy consultants increased to 549 (22% increase post period end)
  • Total group headcount up 14% to 1,011
  • Secured revenue as at 31 March 2015 at £26m
  • Group customer numbers at 23,109 at 31 March 2015
  • Acquisition of t-mac Technologies Ltd

 Geoff Thompson, Chief Executive of Utilitywise, commented:

“The Group has continued to make progress with impressive growth in both revenue and EBITDA. During the period, we both extended contracts for existing customers and continued to secure new customers, providing further validation of the strength of our proposition and the important differentiation we have achieved through the on-going development of our energy management products and services.

“The move to our new Head Office was completed on schedule and on budget in November 2014, enabling us to accelerate the recruitment of additional staff in order to drive future growth and the progress with this is in line with our plans. New customer acquisition remains an important priority and, in line with this, we are pleased to report that March 2015 represented the highest monthly customer acquisition performance for the Group in its history.

“A significant market opportunity exists for continued profitable growth and we look forward to a second half of continued positive momentum.”

Access the full statement at the London Stock Exchange website here

UK, North Tyneside

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WPP acquires Medialets in the US

April 15, 2015 — Fusion DigiNet

wppWPP announces has acquired Medialets Inc., creator of technology that helps marketers manage and measure the complete return on investment of mobile ad campaigns.   The terms of the deal were not disclosed.

Medialets’ clients include American Express, HBO, Johnson & Johnson and SKY Sports television. The company employs almost 50 people and is based in New York with sales operations in Los Angeles, Chicago and London. Medialets was founded in 2008.

UK, London & USA, New York, NY

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Artexis Easyfairs – 5 acquisitions in Q1 2015

April 14, 2015 — Fusion DigiNet

artexis easyfairsArtexis Easyfairs has announced 5 acquisition in the first quarter of 2015.

1. Easyfairs acquires Pack&Move Basel
24th March 20145

Artexis Easyfairs, through its Easyfairs Switzerland GmbH subsidiary, has acquired Pack&Move Basel from MCH Messe Basel. Easyfairs plans to bring together the two trade shows Pack&Move Basel and Transport&Logistics Bern, which will be co-located with Easyfairs’ three packaging events in Zürich. The terms of the deal were not disclosed.

The new Swiss logistics event will take place annually at Messe Zürich, with the first edition on 6th & 7th May 2016, alongside the established packaging events Empack, Packaging Innovations and Label&Print.

Belgium, Brussels & Switzerland, Basel

2. Easyfairs acquires Northeral
20th March 2015

Easyfairs has acquired Northeral, organiser of Algiers based Maghreb Pharma Expo, the largest pharmaceutical technology trade show in Africa. The terms of the deal were not disclosed.

Matt Benyon, Head of UK and Global at Easyfairs, added, “We were very impressed by the rapid success of Maghreb Pharma Expo. Since its launch in 2012, it has grown to attract 167 international exhibitors and over 1600 visitors. We see great synergies in combining Northeral’s local expertise with Easyfairs’ experience in launching and geo-cloning events.”

Belgium, Brussels and Algiers

3. Easyfairs acquires Tank Storage Magazine
10th March 2015

Easyfairs has acquired Tank Storage Magazine. The terms of the deal were not disclosed.

Tank Storage Magazine is a publication for the tank storage market, covering breaking news, market analysis, policy and regulations affecting the industry as well as new products and equipment. The print edition is sent to readers in 80 countries globally including Oiltanking, Peter Cremer, BP, Morgan Stanley, Flint Hill Resources, Macquarie and Rubis.

It is a good strategic fit for Easyfairs, which delivers a portfolio of tank storage events. These take place in the bulk liquid storage hubs and strategic ports of Abu Dhabi, Antwerp, Singapore, Hamburg and Rotterdam and include StocExpo, which the company acquired from Horseshoe Media in 2011.

Matt Benyon, Managing Director, Easyfairs UK & Global, said: “When we bought StocExpo it was always part of the strategy to acquire the magazine when the moment was right. Tank Storage Magazine is the most respected and influential publication in the sector so we’re absolutely thrilled to have acquired it. It’s a very natural development and provides great continuity and more marketing opportunities for all those involved in the magazine or events.”

Belgium, Brussels & UK, London

4. Artexis Easyfairs acquires Dry Cargo Europe Conference & Exhibition
10th March 2015

Artexis Easyfairs has acquired the management of the Dry Bulk Conference and Exhibition from the publishers of Dry Cargo International. The terms of the deal were not disclosed.

The event will be rebranded the Dry Cargo Europe Conference and Exhibition and will open its doors to visitors on 30 September and 1 October 2015 at Ahoy Rotterdam in The Netherlands, alongside Artexis Easyfairs’ trade show for powder and bulk technologies, Solids.

Jason Chinnock and Andrew Hucker-Brown, joint publishers and owners of Dry Cargo International commented,

Bas van Gent, Group Event Director of Artexis Easyfairs said: “Dry Cargo Europe is going to be a great addition to the Solids. The international visitors and delegates will be able to get an overview not only on what is happening in dry cargo logistics, but also in the treatment, storage, handling and processing of powders and bulk solids. We are delighted that we will be welcoming many new exhibitors and delegates to Rotterdam, the world’s fourth largest port complex.”

Belgium, Brussels & The Netherlands, Rotterdam

5. Artexis Easyfairs acquire FACTS
29th January 2015

In late December 2014, Artexis Easyfairs reached an agreement with company Con-Fuse about the acquisition of FACTS, the comics, sci fi and anime festival in the Benelux held annually at Flanders Expo in Ghent, which is also run by Artexis Easyfairs.

Dirk Van Roy, CEO of Artexis Easyfairs Benelux said: “With FACTS, we diversify again within our events portfolio. For several years already, FACTS has experienced significant growth in a segment that is new to us. As a market leader in the organisation of ultimate meeting & market places, our aim is to increase the experience of this close-knit community even more”.

In October 2014, FACTS was organised for the 24th time. Since its inception, FACTS has developed into a successful, 2-day event of 250 exhibitors and 40,000 visitors. It is not only the oldest, but also the biggest comics, sci fi and anime festival in the Benelux.

Emmanuel, Koen, Jörgen en Stefaan will certainly continue to provide their expertise for the next 3 editions of the festival and will be cooperating closely with Artexis Easyfairs Benelux.

The cooperation will start effectively from the next edition of FACTS, which will be the 25th already. This anniversary edition will take place on 26 and 27 September 2015 at Flanders Expo in Ghent.

Belgium, Brussels & Ghent

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WPP’s Xaxis acquires mobile advertising and e-commerce company ActionX

March 30, 2015 — Fusion DigiNet

wppWPP‘s wholly-owned operating company Xaxis, a programmatic media and technology platform, is to acquire Action Exchange, Inc., a mobile performance-based marketing business with an e-commerce orientation in the United States.  The terms of the deal were not disclosed.

ActionX’s proprietary mobile-first data, audience targeting and dynamic creative advertising technology allows its clients to engage customers on multiple screens on the path to the point of purchase. Clients include e-commerce and media subscription companies such as Forbes, JackThreads and Hearst. ActionX employs 25 people and is based in New York.

UK, London & USA, New York, NY

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Scripps Networks Interactive to acquire controlling Interest in Polish TV operator TVN

March 16, 2015 — Fusion DigiNet

SNi_DIM_BlueScripps Networks Interactive, a developer of lifestyle content for television, internet and mobile platforms, is to acquire a 52.7 percent interest in Poland’s multi-platform media company, TVN from ITI and Canal+ Group

tvnScripps Networks Interactive will pay an all-cash consideration of €584 million and will also assume €840 million of debt. Following completion, Scripps Networks Interactive will launch a mandatory public tender offer to further increase its ownership interest in TVN, as required under Polish law.

TVN is one of the leading media companies in Poland, with a portfolio of free-to-air and pay TV lifestyle and entertainment channels, including TVN, TVN 7, TVN Style, TTV, TVN Turbo as well as Poland’s 24 hour news channel, TVN24, and business news channel TVN24 Biznes i Swiat. The channels have a 22 percent share of Polish viewing in 2014. TVN Media has a 33 percent share of the market in advertising revenue for TVN’s own portfolio of channels, as well as selling advertising for a number of other commercial broadcasters in Poland.

Kenneth W. Lowe, chairman, president and chief executive officer of Scripps Networks Interactive said, “Poland is a vibrant media market with significant growth potential. TVN has an incredible portfolio of channels and services, and has delivered consistently strong creative and financial performance under the leadership of Markus Tellenbach,” said Lowe. “The business will be a strong addition to Scripps Networks Interactive, and we’re looking forward to working with the whole TVN team to achieve our significant ambitions in the region together.”

USA, Knoxville, TN & Poland, Warsaw

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A Fusion Deal: Sale of 50.1% stake in Global Pacific & Partners’ worldwide conference portfolio to ITE Group plc

March 13, 2015 — Fusion DigiNet

22 AOWFusion Corporate Partners are pleased to announce the sale on behalf of its client Global Pacific & Partners (GPP) of a 50.1% shareholding in their worldwide oil & gas event portfolio to ITE Group Plc, a major London-listed international events company with significant capacity in global oil and gas.

The portfolio of events includes GPP’s market leading Africa Oil Week (AOW) conference held in Cape Town for the last 21 years. AOW incorporates Africa Upsteam and the Africa Independence Forum, other events in the portfolio include established oil & gas events in Africa, Asia and Latin America.

ITE2The cash consideration paid on completion for 50.1% is £16 million, with put and call options in place over a maximum of ten years, to enable ITE to acquire the remainder of the shares. The overall consideration to be capped at a maximum of £50 million.

Fusion acted exclusively for the shareholders of GPP. The shareholder founders and existing organisers of the event, will remain with the portfolio for the next few years at least.

GPP Chairman, Dr Duncan Clarke and CEO, Babette van Gessel said “We are all delighted to join forces with ITE to work together on developing the events in our conference portfolio. ITE has significant capacity and an excellent reputation in global oil and gas to carry forward the growth achieved over the last two decades for our portfolio in Africa, Asia and Latin America.”

ITE Oil &Gas Portfolio Director, Daniel Read said “I am very pleased with the acquisition of a majority stake in a series of events that includes Africa Oil Week/Upstream Africa. It is the jewel in the crown of GPPs portfolio and takes our services to a number of new territories. We have a global network of staff, exhibitions and conferences that will promote Africa Oil Week to a huge worldwide audience. The scale of the industry in Africa and its potential for future growth is enormous. It’s great to know that we will be involved in keeping the leading stakeholders in the continent’s energy community connected and informed. I’m also looking forward to working closely with the team at GPP who have created and nurtured the growth of what has become the leading event for the industry in Africa.”

paul-slight_f_1_120_1Paul Slight, Director at Fusion, said “We were delighted to have worked with Duncan Clarke and Babette van Gessel and the rest of the team at GPP. The Africa Oil Week/Africa Upstream Conference is the longest-running and most prominent event held worldwide for Africa’s fast-growing oil, gas, LNG and energy industry. It will be an excellent fit with ITE’s events portfolio.”

The 22nd Africa Oil Week/Africa Upstream Conference, with the 13th Africa Independents Forum, takes place in Cape Town, South Africa, from 26th-30th October 2015 at the CTICC, with over 100 speakers, 150+ Exhibitors, and around 1,600 delegates.

UK, London & Africa, Cape Town & The Netherlands, The Hague

Other Fusion Deals:

Media & Business Information

Business Support Services and Energy & Environmental Services

Exhibitions & Conferences

Healthcare

Broadcast

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ITV acquires The Voice creator Talpa Media

March 12, 2015 — Fusion DigiNet

itvITV plc is acquiring Talpa Media B.V., the entertainment show producer behind The Voice. Established by Big Brother creator John de Mol, Talpa is a Netherlands based production and distribution business, focused on developing new formats that attract large audiences and have significant global commercial potential. Over the last six years, Talpa has created 75 shows airing in more than 180 countries, with 16 new formats broadcast last year. 

TalpaITV will pay an initial cash consideration of €500 million (approximately £355 million) with further payments dependent on Talpa’s future performance. The total maximum consideration, including the initial payment, is up to €1.1 billion (approximately £781 million).  This total is contingent on Talpa continuing to deliver significant profit growth over an eight year period as well as John de Mol’s continued commitment to the business during this time.

In the financial year to 31 December 2014, the company generated €233 million revenue from productions, format fees and new revenue sources, delivering €61 million EBITA.  

The transaction will be financed through existing cash resources and new debt facilities, and is expected to close during the second quarter of 2015.

Adam Crozier, Chief Executive of ITV, said: “Great content is at the heart of ITV’s growth strategy and the acquisition of Talpa builds on the success of our international content business and is absolutely in line with our desire to create and own formats that travel.  John de Mol and his team have an incredible track record of doing that consistently over many years and I’m delighted to welcome them to the ITV family. This is a great opportunity for ITV to accelerate its progress in building a global content business of scale.”

UK, London & The Netherlands, Hilversum

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Verisk Analytics to acquire Wood Mackenzie

March 10, 2015 — Fusion DigiNet

logo_verisk-t1Data analytics provider Verisk Analytics is acquiring Wood Mackenzie from private equity firm Hellman & Friedman and other Wood Mackenzie shareholders. Wood Mackenzie provides data analytics and commercial intelligence for the energy, chemicals, metals and mining verticals.

The purchase price is £1.850 billion (approximately $2.8 billion) to be paid in cash. Verisk intends to finance the transaction through a combination of about $2 billion in debt and up to $800 million in equity.

For the year ended December 31, 2014, Wood Mackenzie’s revenue and EBITDA were £2woodmac_logo27 million and £107 million, respectively, representing an EBITDA margin of 47.1%. The transaction is expected to close during the second quarter of 2015. Stephen Halliday, Wood Mackenzie’s CEO, will continue to lead the business, reporting to Verisk president and CEO, Scott Stephenson.

In July 2012 Fusion DigiNet reported that private equity group Hellman & Friedman had taken a 63% stake in Wood Mackenzie in a deal that valued Wood Mackenzie at £1.1 billion pounds (approximately $1.7 billion). Vendor Charterhouse retained a 13 percent interest. Wood Mackenzie’s management and staff held a 24 percent interest.

Based in Edinburgh, Wood Mackenzie’s customer base includes 800+ international and national energy and metals companies, financial institutions, and governments. Wood Mackenzie works with strategy and policy makers, business development executives, market analysts, corporate finance professionals, risk teams, and investors. The company has approximately 1,000 employees worldwide with offices in Edinburgh, Dubai, Houston, London, Singapore, and Sydney.

“Wood Mackenzie is a world-class company and an excellent addition to the Verisk family,” said Scott Stephenson, president and chief executive officer of Verisk Analytics. “The company has significant opportunities in the global energy, chemicals, metals and mining verticals, a track record of consistent revenue growth and profitability, distinctive and mission-critical solutions, and an impressive management team. Those are all features of a unique and wonderful business.”

USA, Jersey City, NJ and UK, Edinburgh

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