RTL Group buys 65% of video advertising platform SpotXchange

RTLRTL Group, the European entertainment network, is to acquire a 65 percent majority stake in the Denver-based video advertising platform SpotXchange. RTL, which is controlled by German media conglomerate Bertelsmann, will pay $144 million for the company which was founded in 2007 by Michael Shehan (CEO) and Steve Swoboda (COO and CFO).  RTL Group also has the opportunity to acquire the remaining shareholding in the future.

spotxchange-logoSpotXchange provides a comprehensive video advertising monetisation platform to hundreds of publishers including such as The Atlantic, Hearst Corporation, Meredith Video Studios, Mail Online, NDN and Adaptive Media. Over one billion auctions for video advertising impressions are transacted through the SpotXchange platform daily, with ads delivered to 335 million people in over 100 countries per month. The company currently has 180 employees with headquarters in Denver, Colorado, and offices in several US and international locations. SpotXchange’s current investors include H.I.G. Growth Partners, the dedicated growth capital investment affiliate of H.I.G. Capital.

The joint statement from Anke Schäferkordt and Guillaume de Posch, Co-CEOs of RTL Group said, “Following our investments in non-linear TV services and in multi-channel networks on Youtube, RTL Group has already become the leading European media company in terms of online video views. The logical next step in our strategy is a structural move into the area of digital monetization – improving our skills by adding innovative data- and technology-based competencies. SpotXchange is the perfect fit for RTL Group for such a move: it has a first-class management team that has built a leading, state-of-the-art platform for programmatic selling of online video advertising. With its impressive growth story and strong positioning in the United States, SpotXchange also represents a unique opportunity to enhance RTL Group’s presence in the world’s biggest and most advanced media market.”

RTL Group will appoint three of five members of the Board of SpotXchange. Michael Shehan and Steve Swoboda will continue to manage the day-to-day operations of the company, reporting to its Board.

RTL Group and the management team of SpotXchange have developed a joint growth plan to keep SpotXchange on its current growth path in the US and Asian-Pacific region, while simultaneously focusing on an accelerated roll-out in Europe.

Luxembourg & USA, Denver, CO

 

 

UBM results for the six months ended 30 June 2014

Highlights

  • Reported revenue of £361.0m (H1 2013: £391.8m), down 7.9%; broadly flat at constant currency (0.3%), with underlying growth of 2.0%
  • Adjusted operating profit up 8.7% to £87.4m (H1 2013: £80.4m), margins up by 3.7%pts, driven largely by non-recurring gains of £11.0m
  • Events underlying revenue growth of 4.8%(2), led by Emerging Markets with operating margins up 0.4%pts to 28.8% (H1 2013: 28.4%)
  • Other Marketing Services adjusted operating profit up to £4.4m (H1 2013: £3.6m) on reduced revenue of £48.5m (H1 2013: £66.4m)
  • PR Newswire revenue up 2.6% (underlying) at £98.3m (H1 2013: £105.0m) at an operating margin of 22.8% (H1 2013: 22.4%)
  • Adjusted diluted EPS up 12.1% to 24.0p (H1 2013: 21.4p)
  • Interim dividend of 6.8p (H1 2013: 6.7p) up 1.5%, in line with policy
  • Net Debt up at £452.1m (2013: £443.4m); Net Debt/EBITDA steady at 2.2x (2013: 2.2x)

Tim Cobbold, Chief Executive Officer, commented:

“UBM has had a solid first half and remains on track to meet expectations for the full year. Although the reported performance was adversely impacted by currency headwinds, the Group performed well with good underlying revenue growth in both the Events and PR Newswire businesses and with higher operating margins in each of the three businesses.”

During my first three months as UBM’s CEO I completed the first stage of my review of the business. We will host a Capital Markets Day late in the year to present the plan for UBM’s future development.”

Read the full announcement here.

UK, London

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Pinterest acquires Icebergs

icebergs_love_pinterestPinterest, a social bookmarking site where users collect and share photos of their favorite events, interests and hobbies, has acquired Icebergs. The terms of the deal were not disclosed. Icebergs offers an online collaboration service that allows users to organise their projects, including not only images, but also articles, files, videos, and other content, and share that content with others.

Icebergs, which is headquartered in Barcelona, will be joining the Pinterest team in San Francisco and discontinuing its service on 1st September.

The acquisition was announced on the Icebergs site here.

USA, San Francisco, CA & Spain, Barcelona

 

 

BSkyB to acquire Sky Italia and a 57.4% stake in Sky Deutschland

sky summer_logoBSkyB is to acquire 21st Century Fox’s 100% stake in Sky Italia and its 57.4% interest in Sky Deutschland.

The total consideration for the acquisition of Sky Italia is £2.45 billion with approximately £2.07 billion to be paid in cash and the balance to be satisfied through the transfer of BSkyB’s 21% stake in National Geographic Channel International to 21st Century Fox at a value of £382 million.

The acquisition of 21st Century Fox’s shareholding in Sky Deutschland is for a consideration of £2.9 billion in cash, valuing Sky Deutschland at €6.75 per share.

The transactions are subject to regulatory and independent shareholder approval.

Jeremy Darroch, BSkyB’s Chief Executive, said: “This transaction will create a world-class, multinational pay TV business with enhanced headroom for growth and immediate benefits of scale. The three Sky businesses are leaders in their home markets and will be even stronger together. By creating the new Sky, we will be able to use our collective strengths and expertise to serve customers better, grow faster and enhance returns.”

The acquisitions will take BSkyB from 11.5 million customers to 20 million. On an aggregated basis, group revenues will increase from £7.6 billion for the standalone BSkyB to £11.2 billion.

21CFFollowing the agreement to acquire 21st Century Fox’s 57.4% stake in Sky Deutschland, BSkyB has announced that it will launch a voluntary cash offer to Sky Deutschland’s minority shareholders at €6.75 per share. There is no minimum acceptance condition as BSkyB believes it can realise the advantages of closer collaboration with Sky Deutschland and support its continued growth and development with the 57.4% stake it is acquiring through this transaction.

Subject to the number of Sky Deutschland minority shareholders that accept the offer, the total cash consideration overall may be up to approximately £7.0 billion.

The consideration will be funded in part by the proceeds of a placing of 156.1 million new Ordinary Shares representing approximately 9.99% of the issued share capital of BSkyB. 21st Century Fox has irrevocably undertaken to participate in the placing pro rata in order to maintain its holding in BSkyB at the current level of 39.14%. The remaining consideration will come from a combination of new debt facilities and cash resources.

In addition to the enhanced growth profile of the enlarged group, BSkyB expects to be able to realise £200 million of run-rate cash synergies by the end of the second full financial year after completion, with further additional synergies expected in subsequent periods. The significant majority of synergies are expected to arise from the UK and Italy being the two businesses with larger and more similar direct to home operations. Other than the acquisition of acquired programming rights, cost savings are expected across most areas of the business including the production of live events, commissioning, back office IT systems, rationalisation of suppliers and, over time, in product and set top box development. Management’s current estimate is that the costs to achieve these synergies will be around £150 million.

 UK & Germany & Italy

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Kelsey Media acquire Outdoor Fitness from Bauer Media

The Outdoor Fitness editorial staff have transferred to Kelsey. They will be based at Kelsey’s Peterborough office. The Editor is Jonathan Manning, the Deputy Editor Marc Abbott and the Art Editor is Mark Tucker. Lauren George will manage the ad sales operation in conjunction with her existing title, Running fitness, based out of the Cudham office.

UK, Peterborough, Cambridgeshire

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Kelsey Publishing acquires Auto titles and Triathlon Plus from Future for £2.1M

kelsey_mastFuture plc has exchanged contracts to sell a portfolio comprising its Auto titles and Triathlon Plus to Kelsey Publishing Limited for a total initial consideration of £2.1m, comprising £1.8m in cash and £0.3m of magazine subscriptions deferred revenue to be retained by Future. In addition, deferred consideration of up to £0.8m is payable by 30 September 2015 based on revenue performance. Completion is scheduled to occur by the end of August 2014. The net proceeds of sale will be used to reduce the Group’s external borrowings.

future smThe Portfolio includes the following: Fast Car, Fast Ford, Classic Ford, Classics Monthly, Total Vauxhall, Mini Magazine, Triathlon Plus, Classic Ford Show, Ford Fair, Japfest, Japfest 2: The Evolution, Performance Vauxhall Show, TRAX: The Ultimate Performance Car Event and associated websites.

In the year ended 30 September 2013 the Portfolio generated revenue of £5.0m and pre-tax profit (post allocation of central Group and corporate costs) of £0.3m. The gross assets of the Portfolio as at 31 March 2014 were approximately £0.3m.

UK, London & Cudham, Kent

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Kantar invests in automated market research business ZappiStore

KantarKantar, WPP’s wholly-owned data investment management business, has invested in ZappiStore Limited, an automated market research, based in London. The terms of the deal were not disclosed.

Launched in 2013, ZappiStore offers software applications which provide automated data collection and analytics through a self-service platform.

The company currently operates in nine countries with plans to expand into 11 additional markets in the near future. ZappiStore’s clients include five of the top 10 global consumer goods companies.

UK, London

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Sky acquires majority stake in Love Productions

sky summer_logoSky has acquired a 70 per cent stake in Love Productions, a UK-based independent production company founded in October 2004 by Richard McKerrow and Anna Beattie.

Love Productions has production bases in London, Bristol, New York and Los Angeles. Love Productions programmes include Great British Bake-off, Great British Sewing Bee, Baby Borrowers, Famous Rich and Homeless, Benefits Street, Make Bradford British and My Last Summer.

love productionsLove Productions will continue to operate as a distinct company under its new ownership structure. This means it will carry on producing programmes for all the major UK broadcasters, as well as creating new programmes and formats for sale around the world. McKerrow and Beattie will continue to run the company with the current senior management team.

Sophie Turner Laing, Managing Director, Content, Sky said: “This is a significant step for our growing international content business. Love is one of the UK’s most innovative and creative independent producers with a track record of success across a range of genres, both in the UK and globally. Led by Richard and Anna, Love has a hugely talented team with exciting plans for the future. We are really looking forward to supporting them as they build on their relationships with different broadcasters throughout the industry and helping them to grow the business”.

Sky’s international distribution business, Sky Vision, will become Love Productions’ distribution partner, representing all new finished programmes and formats.  Love Productions’ current agreements with other broadcasters and distributors will remain unchanged.

UK, London

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Entertainment One acquires Paperny Entertainment 

eoneEntertainment One Ltd has agreed to acquire the Paperny Entertainment group of companies, an independent television producer operating across Canada and the United States, from the Paperny Sellers.

Paperny comprises:  Paperny Entertainment Inc. and Altamont Holdings Ltd.

The Paperny Sellers comprise:  David Paperny, Audrey Mehler, Cal Shumiatcher, Completion Investments Inc., Playtime Investments Ltd., 0865631 B.C. Ltd. and CS Family Trust.

Based in Vancouver, with operations in Toronto and New York, Paperny specialises in the development and production of non-scripted television programming, including a range of character-driven documentaries, reality shows and comedies.   Its roster of recent and returning programming includes: Chow Masters (Travel Channel (US)), Cold Water Cowboys (Discovery Channel (Canada)), Chopped Canada (Food Network (Canada)), and Yukon Gold (History Channel (Canada)).

papernyPaperny is being acquired for a total consideration of approximately C$29.2 million, satisfied by the issue of 2,571,803 common shares in Entertainment One Ltd. (the “Consideration Shares”) and approximately C$14.5 million in cash.

In the year to 31 December 2013, Paperny generated unaudited revenue of C$17.6 million and unaudited net income before income taxes of C$5.1 million.  As at 31 December 2013, Paperny had unaudited gross assets of C$20.3 million.

Paperny is led by David Paperny (Founder and President), Audrey Mehler (Founder and Executive Vice President), and Cal Shumiatcher (Executive Vice President).  Following completion, these three will remain with the business on new long term employment contracts.

It is expected that completion will take place on or around 31 July 2014.  In completing the acquisition of Paperny, in respect of the Consideration Shares, application will be made to the UK Listing Authority and the London Stock Exchange for 2,571,803 common shares in Entertainment One Ltd. to be admitted to the Official List and to trading on the London Stock Exchange.  The shares shall rank pari passu with the existing common shares of the Company.

Darren Throop, Chief Executive Officer, commented: 

“We are delighted that the Paperny team is joining eOne.  Under the leadership of David, Audrey and Cal, Paperny has grown significantly and has developed an excellent reputation for producing high quality, non-scripted television content.  As part of our enlarged TV business, we look forward to continuing that development and realising further international distribution opportunities across the eOne Group.”

UK, London & Canada, Vancouver

Euromoney acquires Investing in African Mining Indaba for £45.3M

investing in miningEuromoney has acquired the Mining Investment Events Division of US-based Summit Professional Networks for £45.3 million, funded from Euromoney’s existing committed borrowing facilities.

The acquisition is expected to be earnings enhancing for the financial year to September 30, 2015, the first year the event will be run under Euromoney’s ownership.   However, due to the timing of the conference, the acquisition is expected to reduce Euromoney’s adjusted operating profits for the year to September 30, 2014 by approximately £1 million. The business achieved an adjusted EBITDA (before allocation of Summit central costs) of £6.2 million for the year to June 30, 2014, and the gross assets were £1.7 million at June 30, 2014, according to the division’s pro-forma management accounts. The transaction gives the group access to an extended international customer base of upstream and downstream commodity providers, traders, asset managers, alternative investors and African government ministries.

Euromoney logoThe principal asset being acquired is the leading investment forum and trade event for African mining, the Investing in African Mining Indaba. Set up 20 years ago, Mining Indaba is an annual professional conference dedicated to the investment in, and development of, mining interests in Africa. It is the world’s largest mining investment forum and Africa’s largest mining event.  It takes place every February in Cape Town, South Africa, and attracts over 7000 of the most internationally-diversified and influential professionals in African mining. Senior Vice-President and Managing Director, Jonathan Moore, will join Euromoney and run the business from Euromoney’s New York office.

Euromoney already has a strong presence in the commodities markets and with investors, in particular through its Metal Bulletin and Institutional Investor brands. The acquisition provides Euromoney with an excellent opportunity to expand its position in these markets. The overlap with Euromoney’s existing portfolio of online publishing activities and investment conferences will allow Euromoney to develop and grow Mining Indaba as well as position it to capitalise on an upturn in the $1.2 trillion global metals and mining sector.

UK, London & USA, New York & South Africa, Cape Town

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