Cello Group acquires Worldwide Promedica

December 9, 2014 — Fusion DigiNet

cello-logoCello Group plc, the healthcare and consumer strategic marketing group, has acquired Worldwide Promedica Inc. 

Promedica is a San Francisco based market research firm serving pharmaceutical and biotechnology companies. Promedica had revenues of $1.9m in the year to December 2013.

Promedica will form part of Cello Health, and will work closely with Cello Health Insight in London, New York and Chicago to continue the development of the offer to the global clients of Cello Health.

The initial consideration is $700,000 payable in cash, with a maximum of $1.8m payable as deferred consideration dependent on financial performance in the period to 31 December 2017. Up to 50% of the deferred consideration is potentially payable in shares at the sole option of Cello. 

Stephen Highley, Chairman of Cello Health commented:

“We’re delighted to warmly welcome Promedica into Cello Health. This experienced and talented team will now open up capacity on the West Coast of America where we are seeing significant activity from both pharmaceutical and biotechnology clients”.

UK, London & USA, San Francisco

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JWT New Zealand acquires Heyday, a New Zealand digital agency  

December 8, 2014 — Fusion DigiNet

wppWPP company JWT New Zealand has acquired a majority stake in Heyday, an independent digital agency based in Wellington, New Zealand.

Founded in 2000, Heyday is one of New Zealand’s most comprehensive and respected digital agencies. The company’s services include digital strategy, visual design, user experience design, content development, digital film, smartphone applications and web application development. Key clients include ANZ Bank; Trade Me, New Zealand’s largest Internet-auction website; and Z Energy.

For the year ending 31 March 2014, Heyday’s revenues were NZD 4.0 million, with gross assets of NZD 1.7 million, as at the same date. The company employs 35 people.

UK, London & New Zealand, Wellington

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Sky to sell Sky Bet to CVC Capital Partners

December 4, 2014 — Fusion DigiNet

Sky BetSky is selling a controlling stake in its online betting and gaming business, Sky Betting & Gaming , to CVC Capital Partners in a deal which values Sky Bet at £800 million.

Sky will receive cash of £600 million on completion and further deferred and contingent consideration up to the value of £120 million. The total value of £800 million represents a multiple of approximately 15x EBITDA for the 12 months ended 30 June 2014.  Sky will retain an equity stake of approximately 20 per cent in Sky Bet and ongoing board representation. As part of the transaction Sky has also entered into a long-term brand licence agreement with Sky Bet.

The Sky Bet management team, led by Managing Director Richard Flint, will remain with the business under the new ownership structure with all Sky Bet’s employees moving across into the new entity.  The business will remain headquartered in Leeds.

Jeremy Darroch, Group Chief Executive of Sky, said: “In the last ten years, we have successfully grown Sky Bet from a start-up to one of the leading online betting and gaming companies in the UK. This transaction will allow us to focus further on the substantial growth opportunities in our core international pay TV business while realising significant value for our shareholders.”

 The transaction is expected to close in the first quarter of 2015.

 UK, Leeds

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Next Fifteen Communications Group acquires Morar Consulting Limited 

December 4, 2014 — Fusion DigiNet

next15Next Fifteen Communications Group plc, a digital communications group, has acquired a 75% stake in Morar, a market research consultancy based in London, which measures and advises on brand performance.

Morar was founded in 2005 by Roger Perowne and Alistair Cunningham, both of whom will remain with the business following the acquisition. The team includes researchers, consultants, strategists and software developers; together providing managers with the insight and ideas to grow the value of their brands. Morar’s client list includes Admiral, Land Securities, Dell, Fitness First, Sky, Nando’s, Pearson, Global Blue and TPG Capital.

The initial consideration is £1.35m in cash with a further payment expected to be approximately £0.45m in February 2015 dependent on Morar’s normalised profit before tax for the twelve months to 31 January 2015. Deferred consideration is payable in 2018 dependent upon the performances of Morar for the financial years to January 2017 and 2018, Any deferred consideration that may become payable may be satisfied in cash or up to 25% in new Next 15 ordinary shares, at the option of Next 15.

The remaining 25% stake in Morar will be acquired by Next 15 in 2020 for a consideration dependent upon the performances of Morar for the financial years to January 2019 and 2020.

For the nine months ended 31 October 2014 Morar achieved turnover of approximately £1.3m and a normalised profit before tax of approximately £0.5m and had net assets of approximately £0.9m.

Tim Dyson, CEO of Next 15 commented: “In the last few years Morar has invested in the development of its own technology platform. Morar’s approach of combining high level consulting and technology fits with our digital strategy and extends our commitment to the insight and analytics area of marketing.”

UK, London

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Pinewood Shepperton acquires remain 50% interest in Shepperton Studios Property Partnership

December 4, 2014 — Fusion DigiNet

Pinewood Shepperton plc , a provider of services to the film and television industry, has acquired the 50% interest in the Shepperton Studios Property Partnership formerly owned by clients of Aviva Investors. As a result, the Company is now the sole owner of SSPP.

In 2006, Aviva and the Company formed SSPP as a 50-50 joint venture to hold and develop the land and buildings of Shepperton Studios under a 999 year lease and to underlet it to Shepperton Studios Ltd (wholly owned by the Company) for 20 years. At that time, Aviva made a total payment of £30.5 million comprising £10.5 million in cash and a long term loan of £20 million to SSPP.

Since 2006, SSPP has invested some £9.8 million in new developments at Shepperton Studios and SSL has achieved consistent earnings growth through optimising occupancy of the Studio’s soundstages and ancillary production facilities.

Today’s acquisition comprises a total cash payment to Aviva of £36.8 million, including the full repayment and cancellation of the now £24.0 million of drawn debt facility within SSPP provided by Aviva.

The 50% share of the SSPP net assets acquired was £9.5 million as at 31 December 2013, including the £24.0 million of Aviva debt funding, and 50% of the net income for the year ended 31 December 2013 was £2.8m.

Ivan Dunleavy, Chief Executive, Pinewood Shepperton plc, said, “The purchase of Aviva’s interest in SSPP will give the Company full control over the Shepperton site and future investment in the facilities there. We thank Aviva for their contribution and investment in Shepperton Studios over the past eight years.”

UK, Shepperton, Middlesex

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WPP’s POSSIBLE acquires digital agency Swift in the US

December 3, 2014 — Fusion DigiNet

wppWPP’s wholly-owned company POSSIBLE, a creative digital agency, has acquired The Swift Collective, Inc. in the United States.

Swift is a digital agency that specializes in creative and strategy, branded content creation and social media.

Swift’s revenues for 2014 will be over US$13 million and its clients include HTC Corporation, Starbucks, Nestle USA and REI. Based in Portland, Oregon, Swift employs over 70 people.

UK, London & USA, Portland, OR

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ITE acquires Eurasia Rail exhibition in Turkey

December 2, 2014 — Fusion DigiNet

ITEITE Group plc, the international exhibitions group is acquiring TF Fuarcilik ve Organizasyon Anonim Sirketi (TFF) for around £8 million through its  wholly owned Turkish subsidiary, E Uluslar Arasi Fuar Tanitim Hizmetleri. As part of the transaction, TTF has acquired the Eurasia Rail exhibition from Turkel Fuarcilik Anonim Sirketi (“Turkel”), a company controlled by Mr Hasim Korhan Yazgan and Ms. Isil Yazgan.

The Eurasia Rail exhibition serves the rolling stock and railway infrastructure industries in Turkey and the surrounding region and is held each year at the IFM (World Trade Center) in Istanbul. The upcoming exhibition will be held in March 2015, marking the 5th edition of this event, which is expected to sell more than 10,000m2 net and be attended by around 20,000 professional visitors over 3 days.

ITE’s Chief Executive Officer, Russell Taylor, said, “I am pleased to welcome the Eurasia Rail exhibition into ITE’s Turkish business. This move represents progress in achieving the Group’s aims to strengthen and  expand its operations in sectors with further potential for growth and diversifying the geopolitical risk in our portfolio.

UK, London & Turkey, Istanbul

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Mitie acquires real estate, technology and risk management consultancy Source Eight Limited

November 26, 2014 — Fusion DigiNet

MITIE

Mitie Group plc has acquired a majority stake in Source Eight Limited, a real estate, technology and risk management consultancy.

Source8 delivers real estate, technology and risk management consultancy services to global corporations, with particular expertise in emerging markets and complex environments. The company had turnover of £4.5m in 2013. The initial consideration payable is a maximum of £2.95 million, with £2.5 million paid in cash on completion, and the remainder payable dependent on performance targets. Further consideration is payable in cash up to a maximum of £12.5 million (£15.45m total consideration) depending on financial performance over a five year period.

UK, Bristol & London

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Motive Television acquires the remainder of its Spanish subsidiary

November 26, 2014 — Fusion DigiNet

Motive Television plc has reached agreement with CCAN 2005 Inversiones Societarias, S.C.R., S.A. De Regimen Simplificado to acquire the remaining 32.3% of Motive Television SL, (its Spanish subsidiary), that it does not own for €600,000. The agreement also resolves a two-year legal dispute between Motive and CCAN that has been active in the courts in Spain and the United Kingdom.

The acquisition is being part financed by a placing of 6,153,846,154 new ordinary shares priced at £0.00013 each to raise gross proceeds of £800,000.

€600,000 will be used to finance the CCAN settlement and the balance will be used to accelerate the rollout of Tablet TV in the United States, United Kingdom, and other markets.

In October 2010, the Company acquired 67.7% of Adecq Digital S.L. (since renamed Motive Television S.L.) from its founders for €4.2 million. CCAN owned the remaining 32.3% until 3 July 2012 when it underwent a change of control and Motive exercised its rights under the Shareholder Agreement to acquire the CCAN stake at nominal value. Subsequently, CCAN notified the Company that it intended to exercise its rights under a Put Option to sell its shares to Motive for €2.1 million, and the ownership transfer has been in legal dispute since then.

Michael Pilsworth, Chairman of Motive Television plc, said, “This acquisition resolves the long-standing legal dispute between the Company and CCAN and gives Motive complete ownership of its subsidiary that owns its patented IPR. It allows management to focus on the upcoming launches of Tablet TV in the United States and the UK and on building our business.”

UK, London & Spain, Barcelona

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M&C Saatchi take a minority stake in Shepardson Stern + Kaminsky

November 18, 2014 — Fusion DigiNet

M&C Saatchi plc is to acquire a 33% stake in Shepardson Stern + Kaminsky LLC, a New York creative agency with clients including Wells Fargo, HBO and Starbucks. The Agency won five Cannes Lions in 2014 and created the most-watched video of the Obama presidential campaign.

The estimated consideration for the initial 33% stake in SS+K is $8.0 million, based upon a PBT multiple of 8 applied to 2014 and 2015 performance. The members of SS+K will be able to elect that M&C Saatchi purchase 50% of the remaining equity from 2016 and the remaining balance from 2018 for considerations based on future profits.

SS+K had unaudited gross assets of USD13.4m as at 30 September 2014 and an unaudited operating profit of USD1.8m for the twelve months ended 30 September 2014. There will be no change to key management at SS+K as a result of the transaction.

UK, London & USA, New York, NY

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