RPS Group PLC acquires Petroleum Institute for Continuing Education

RPSlogoRPS Group PLC, an energy and natural resources consultancy, has acquired Petroleum Institute for Continuing Education (“PEICE”), a Canadian based business providing geoscience and engineering training to the oil and gas industry, for a maximum consideration of C$11.7 million (£7.4 million).

PEICE has been providing training to the oil and gas industry for 12 years. During 2012 it delivered over 200 courses, primarily in Canada and the US. The courses cater for a wide range of participants including recent graduates and technical and administrative support staff, as well as senior energy company staff. Course formats include open courses, in-house at client facilities and on-line delivery. peice

In the year ended 31 August 2012 PEICE had revenues of C$7.4 million (£4.7 million) and profit before tax of C$2.0 million (£1.3 million), after adjustment for non-recurring items.  Net assets at 31 August 2012 were C$0.4 million (£0.25 million).  On the same basis, gross assets at 31 December 2012 were C$1.0 million (£0.6 million).

RPS is acquiring the entire share capital of PEICE for a maximum total consideration of C$11.7 million (£7.4 million), all payable in cash.  Consideration paid at completion was C$5.7 million (£3.6 million).  Subject to certain operational conditions being met, two further sums of C$3 million (£1.9 million) will be paid on the first two anniversaries of the transaction.

The founder and joint owner (with his wife) of the business will be remaining with RPS after the transaction, along with all current PEICE staff. They will work with RPS’ existing energy training teams in the UK and US to extend the range of courses offered and the geographical reach of the business.

Alan Hearne, Chief Executive of RPS, said, “The acquisition of PEICE extends the geographical reach and capability of our existing energy training business.  This remains a growth market, as technical training continues to be important for most of our E&P clients.”

UK, Abingdon, Oxforshire & Canada, Calgary, AB

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Tarsus Group plc to acquire 51% of Indonesian exhibition organiser PT Infrastructure Asia

TarsusB2B media group Tarsus Group plc is to acquire 51% of Indonesian exhibition organiser PT Infrastructure Asia (PTIA) from PT Event Pro International. The founders and the existing management will continue to run the business post acquisition. The acquisition is expected to complete in the first quarter of 2013. The Consideration will be met from Tarsus’s existing cash resources. Terms of the deal were not disclosed.

Tarsus will pay an initial cash consideration on completion of $0.5 million for the 51% interest, with estimated total deferred payments of approximately $2.4 million in aggregate during 2014 and 2015.

Tarsus and the PT Event Pro International have conditional put and call options at various points in 2016 and 2017 in respect of the outstanding 49% shareholding in PTIA. The total consideration for 100% of PTIA has been capped at US$23 million.

PTIA currently owns and organises three annual business-to-business exhibitions and one seminar series in Indonesia:

  • IIICE, focused on the development of Indonesia’s infrastructure;
  • IFTS, a series of infrastructure related seminars, that support IIICE;
  • ITMIT, a new launch in November 2013 which will co-locate with IIICE and focus on the Telecommunications, Media and IT sectors; and
  • APSDEX, an event for the security and defence industry.

Douglas Emslie, Tarsus Group Managing Director, said, “PTIA is an excellent fit with our strategic objective of quickening the pace of our earnings by investing in fast growth markets. PTIA has the leading events serving the Indonesian infrastructure sector, which is earmarked to receive an unprecedented $243 billion of investment by 2025.”

UK, London & Indonesia, Jakarta

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Argus acquires FCC, boosting fertilizer consulting business

ArgusGlobal energy and commodity price reporting agency Argus has acquired Fertilizer and Chemical Consultancy (FCC), a provider of long-term outlooks and strategic consulting for fertilizer markets.

FCC was founded in 2004 by Bernard Brentnall and Frances Wollmer, who between them have 50 years of experience in the fertilizer industry. Argus previously had a 49pc stake in FCC, which it acquired when it purchased leading fertilizer price reporting agency FMB in June 2011 (a Fusion Deal). Argus has now bought the remaining shares in FCC. Bernard and Frances will join Argus as principals, Fertilizer Consulting Services.

Argus Media chairman and chief executive Adrian Binks said: “We are delighted to bring FCC wholly into Argus. Bernard and Frances are well respected professionals with extensive experience and knowledge on fertilizer and fertilizer raw material markets. They are a welcome addition to both our fertilizer service range and our global consulting team.”

Frances Wollmer added: “We are looking forward to developing fertilizer consultancy services further using Argus’ global resources. There is a growing need for intelligent and relevant insight in our industry and we are now even better equipped to deliver that to our growing number of customers.”

UK, London

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Elsevier acquires Knovel, provider of web-based productivity application for the engineering community

elsevierElsevier has acquired Knovel Corp. New York City-based Knovel provides a web-based application that integrates technical information with analytical and search tools for the engineering community.

Founded in 2001, Knovel has developed a deep knowledge of the engineering community and is a valuable tool for thousands of knovelengineers and students in more than 700 corporations and engineering schools worldwide. Knovel integrates information and data from more than 100 engineering societies and publishers and makes it highly searchable and interactive so that engineers can easily manipulate the data they find and use it in other engineering applications.

“Knovel’s comprehensive list of content contributors, engineering-specific search, and tools such as interactive graphs, together with Elsevier’s deep engineering content base and global market reach, will allow us to deliver an even more comprehensive and better integrated solution for engineers and engineering students,” said Alexander van Boetzelaer, Managing Director of Elsevier Corporate Markets. “This acquisition will give us the opportunity to provide an enhanced experience for our customers as they work to overcome engineering challenges and improve technical outcomes.”

The Netherlands, Amsterdam & USA, New York

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Elsevier acquires Aureus Sciences

elsevierElsevier has acquired Aureus Sciences, a Paris, France based privately held company that provides databases and information tools to pharmaceutical and biotech companies. Terms of the deal were not disclosed.

Formed in 2002, Aureus Sciences gathers quantitative biological activity data for major therapeutic drugaureus-logo

“The acquisition of Aureus Sciences provides us with tremendous opportunities to generate more value for our customers,” said Mark van Mierle , Managing Director Elsevier Pharmaceutical and Biotech Group. “With the combination of Aureus content assets and the content already available by Elsevier, we can create a valuable solution for those in need of improving speed and accuracy of lead-finding, decision-making and other key processes.”

The Netherlands, Amsterdam & France, Paris

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Consortium interested in taking a majority stake in The Sunday People

Sunday+PeopleTrinity Mirror has announced that “it has been approached by a group of investors who have expressed an interest in working with the Group to invest in and develop the Sunday People. ”

The Financial Times reported earlier today that a consortium, headed by former editor of the Sunday Express Sue Douglas and backed by Phoenix Ventures, has proposed taking a majority stake in the Sunday People for £10 million.

The FT say that the consortium want to rename the newspaper “The News of the People” using a masthead similar to the one that was used by “The News of the World”.

UK, London

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WPP acquires remaining shares of three Colombian agencies

wppWPP‘s wholly owned companies Grey, G2 Worldwide and MediaCom have acquired the outstanding shares in three leading agencies in Bogota, Colombia.

Grey, the global advertising agency network, has acquired the remaining shares in REP/Grey, one of Colombia’s best-regarded advertising agencies. G2 Worldwide, the digital and relationship marketing company, has acquired the remaining shares in REP/G2. MediaCom, the media investment management company that is part of GroupM, has acquired the remaining shares in Massive, a media agency in Colombia.

Other WPP companies active in Colombia (including affiliates) are JWT, Ogilvy, Young & Rubicam, Wunderman, OgilvyOne, Burson-Marsteller, Live, Energy, TNS, Kantar Worldpanel, Millward Brown and IBOPE. Collectively (including associates), the Group will have revenues of approximately US $110 million and will employ nearly 1,700 people in Colombia.

UK, London & Colombia, Bogota

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Management buyout of Adria Media Slovenia

adria media ljubljanaAdria Media Holding GmbH, an Austrian publishing company and 50:50 joint venture between Sanoma Magazines International and Gruner+Jahr,  has sold its entire 75% stake in Adria Media Ljubljana d.o.o. to the management of the company.

After this transaction, Adria Media Holding GmbH still holds controlling stakes in Adria Media Zagreb d.o.o. and Adria Media Serbia d.o.o.

Slovenia, Ljubljana

 

Centaur Media PLC – half year trading update

Centaur Media plccentaur, the business information, events and marketing services group, has issued a trading update for the six months to 31 December 2012.

The Group expects to report results in line with the Board’s expectations, with reported revenues 14% ahead of the same period last year and EBITDA margins increased to 10% from 6%. Underlying revenues across the Group as a whole declined by 3%.

The Group has continued to maintain good momentum in improving its revenue mix. Digital and events revenues now account for 39% and 28% respectively of total Group revenues, up from 32% and 22% in the same period last year. Over the same period, the share of total Group revenues generated in print format has reduced, as expected, to 31% from 45%.

The improving mix of revenues in favour of events and paid-for content has also increased levels of visibility into the second half of the financial year.  Deferred revenues at 31 December 2012 were approximately £15m, 30% ahead of the same period last year.

Growth in underlying revenues across the Business Information and Exhibitions divisions has been offset by weaker revenues across the Business Publishing financial and marketing communities. Reported revenues across the Business Information division are substantially up, reflecting the impact of recent acquisitions, despite the deferral of some corporate training engagements into H2.

Net debt at 31 December 2012 was £24.5m, representing leverage of approximately two times. The Group’s earnings and cash flows continue to be weighted towards the second half of the financial year and leverage is expected to fall rapidly in the next six months.

As anticipated, the Group will report exceptional costs for the first six months of the year related to reorganisation costs, IFRS3 earn-out charges and acquisitions.

Geoff Wilmot, Chief Executive, said:

“We have maintained momentum in improving the quality of our portfolio of activities as we continue to grow revenues from digital and events. We continue to focus on increasing margins and we have a strong pipeline of new product development initiatives which positions us well to deliver further growth in the medium term.

“We anticipate trading to be in line with our expectations for the current financial year, although the second half of our financial year continues to account for the large majority of our earnings.”

The Group expects to release its half yearly earnings report on 20 February 2013.

UK, London

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Mecom Group issues a pre-close trading update

mecomMecom Group plc has issued a trading update for the year ended 31st December 2012, in advance of its final results which are scheduled to be announced on 21st March 2013.  

Trading highlights

Full-year results for the Group are expected to be in line with the guidance given in the Trading Statement made on the 6th June 2012, and confirmed in an Interim Management Statement on 18th October 2012 (the “October IMS”), with a preliminary estimate of on-going 2012 EBITDA of approximately €89 million. Taking into account the EBITDA of Edda Media for the period until its disposal in June 2012, total Group EBITDA is estimated to be €105 million. Year-end net debt was approximately €130 million (representing c.1.5 times on-going EBITDA). The Group expects adjusted earnings per share from on-going operations to be approximately 24 euro cents, and expects to propose a final dividend in line with its stated dividend policy of dividends being approximately three times covered by net adjusted earnings.

Key trading highlights of the year were as follows:

  • total revenue in 2012 was approximately 9 per cent lower than in 2011;
  • during the final quarter of the year, the Group continued to experience advertising revenue declines in all territories. Total advertising revenue fell by 17 per cent in the three months to 31st December 2012 (compared to a 20 per cent decline in the third quarter), resulting in a 17 per cent decline for the full year;
  • other revenues (including circulation revenue) for the full year 2012 displayed trends broadly consistent with those announced in the October IMS; and
  • total operating costs were approximately €70 million (7 per cent) lower in 2012 than in 2011, with the on-going restructuring programme contributing significantly to this reduction.

All trading performance figures and comparisons quoted in this statement are based on the Group’s on-going operations (i.e. excluding the Edda Media and Presspublica operations, which were sold in 2012 and 2011 respectively), except where stated otherwise.

Strategic Review

Following the Group’s announcement on 19th July 2012 that it would conduct a Strategic Review to examine potential options for maximising shareholder value, processes have been initiated in all of the Group’s territories to solicit expressions of interest and, in some cases, offers from potential buyers for certain of the Group’s assets.

The current status of these processes in respect of each of the Group’s operations is as follows:

·     As yet, no acceptable offers have been received for the whole of the Group’s operations in the Netherlands. The Group is exploring a number of indicative offers from parties interested in acquiring specific parts of the Dutch business, including some of its standalone digital operations.

·     In Denmark, expressions of interest have been received for the entire Danish operations, and the Group will invite a small number of potential buyers to conduct due diligence shortly.

·     In Poland, the Group has received a number of offers for the Group’s operations and is now in exclusive discussions with one party.

A further update on the Strategic Review will be provided at the time of the Group’s annual results announcement on 21st March 2013.

Refinancing

The Group is in discussions with its lenders to extend the term of the current bank facilities by one year, to 31st October 2014, and anticipates agreeing terms for this extension in the near future.

Dutch Competition Authority

On the 27th September 2012, the Group announced that the District Court of Rotterdam had determined that amounts payable by the Group’s Dutch subsidiary, Koninklijke Wegener N.V. (“Wegener”) to the Dutch Competition Authority (the NMa), in respect of alleged breaches of undertakings given by Wegener at the time of its acquisition of VNU Dagbladen in March 2000, should be reduced from the originally assessed amount of €20.6 million to a total of €2.2 million. Following further discussions between Wegener and the NMa, agreement was reached in December 2012 that the reduced fine would be paid in full and final settlement of the matter, and this was done prior to the year-end.

Dutch Management Change

As announced by the Supervisory Board of Koninklijke Wegener N.V. (the “Supervisory Board”) this morning, Truls Velgaard will step down from his position as Chairman of the Management Board of Wegener in mid-2013, consistent with Wegener’s understanding with him when he was appointed in 2010. A search process for his successor is underway and Truls will participate fully in an orderly transition.

Outlook

The Group expects earnings in 2013, on an on-going basis, to be influenced by continuing pressure in the Group’s advertising markets and continuing declines in single copy circulation sales in Denmark and Poland. These factors will be substantially offset by further benefits from the Group’s restructuring programme, which remains on track to deliver additional cost savings in 2013 as previously announced, and lower interest costs following significant debt reduction during 2012.

Commenting, Stephen Davidson, Executive Chairman, said:

“I am pleased that we expect to deliver 2012 results in line with the trading statement we made on 6th June 2012. During a period of sustained economic pressure and notwithstanding the additional demands of the Strategic Review processes, our people remain committed to the improvement and modernisation of our products and businesses. In 2013 we expect further benefits to come from restructuring initiatives and the launch of new subscription packages that provide our readers different and innovative ways to access our content.”

Norway, Oslo & UK, London

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