A Fusion Deal: Platts completes the acquisition of Kingsman,

November 5, 2012 — Fusion DigiNet

Fusion Corporate Partners are pleased to announce the completion of the acquisition of Kingsman SA by Platts. Fusion acted exclusively for the shareholders of Kingsman SA. The team responsible for this transaction was Paul Slight and Paul Kelly.

The acquisition, whose purchase price was not disclosed, was originally announced on Fusion DigiNet on October 16.

Platts, a leading global provider of energy, petrochemical and metals information and a division of The McGraw-Hill Companies, Inc. has completed its acquisition of Kingsman SA, a privately-held, Switzerland-based provider of price information and analytics for the global sugar and biofuels markets.

“The acquisition of Kingsman broadens Platts’ capabilities in biofuels, provides an entry to the agriculture markets, and adds widely respected skills in fundamental market analysis,” said Harold McGraw III, chairman, president and chief executive officer for The McGraw-Hill Companies.

A leading information provider for the sugar markets, Kingsman offers a range of daily, weekly and monthly reports covering ethanol and biodiesel as well as sugar. As a unit of Platts’ new agricultural group, Kingsman will continue to offer its existing product portfolio under the Kingsman brand and under the day-to-day leadership of its founder Jonathan Kingsman

Founded in 1990 and based in Lausanne, Kingsman employs analysts, researchers and report writers in key markets including Bangkok, London, Montreal, New Delhi and Sao Paulo. It serves a global clientele of producers, traders, refiners, financial institutions and end-users, offering a variety of subscription publications covering sugar, ethanol and biodiesel.

“Kingsman’s prime focus on market analysis, supply and demand fundamentals and trade flows complements Platts’ long-standing expertise in reporting news, assessing prices and explaining the factors driving those prices,” said Larry Neal, president of Platts.

USA, New York, NY & Switzerland, Lusanne

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UBM acquires outstanding 50% stake of Canada Newswire for £30.1m

November 1, 2012 — Fusion DigiNet

UBM company PR Newswire has acquired the outstanding 50% share in its Canada Newswire (CNW) business from the PA Group Limited (PA Group) for a cash consideration of £30.1m. Following the transaction, UBM will retain its 17% interest in the PA Group.

Established in 1960, CNW is the leading newswire provider in Canada, distributing approximately 90,000 wire releases per year. It is also the country’s largest investor relations webcast provider and a leading regulatory filing agent. In 2011 CNW generated revenues of £30.8m.

UBM has fully consolidated CNW’s results reflecting its direct and indirect ownership of 58.5%. The acquisition will not directly affect reported consolidated revenue or operating income. The transaction will eliminate the non-controlling interest in CNW profit which in 2011 was £2.3m.

Full ownership will enable PR Newswire to implement an aligned commercial, product development and infrastructure strategy across its North American business. Alignment is expected to result in incremental revenues in Canada by providing customers with access to PR Newswire’s full range of product offerings and by enabling the two organisations to work together in accelerating the trend towards higher engagement products. Cost savings from the integration of the businesses and technology platform are expected to be broadly offset by restructuring costs in the balance of 2012 and 2013. The return on this investment is expected to exceed UBM’s cost of capital in 2013 and subsequent years.

UK, London & Canada, Montreal and Quebec City

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Aegis Media acquires Hablar in Japan

October 31, 2012 — Fusion DigiNet

Aegis Group has acquired Hablar, a performance marketing and search agency in Japan.  Hablar, located in Tokyo, is a specialist performance marketing agency whose focus is on search marketing and digital performance media. Established in 2003, Hablar has built a fast growing business in this important sector for clients, including a long partnership with Aegis Media in Japan.

Aegis Media Japan comprises iProspect, Carat, Vizeum, SPI and Isobar.  Hablar will be merged into iProspect Japan’s existing operations, strengthening its capabilities and providing additional service for its clients.

UK, London & Japan, Tokyo

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Pearson and Bertelsmann agree Penguin and Random House merger

October 29, 2012 — Fusion DigiNet

Pearson and Bertelsmann have agreed combine Penguin and Random House. The possibility of the merger was reported in the media last week and over the weekend it was also reported that a possible cash offer from News Corp was rejected.

Under the terms of the agreement, Penguin and Random House will combine their businesses in a newly-created joint venture named Penguin Random House. Bertelsmann will own 53% of the joint venture and Pearson will own 47%. The joint venture will exclude Bertelsmann’s trade publishing business in Germany and Pearson will retain rights to use the Penguin brand in education markets worldwide.

Bertelsmann will nominate five directors to the Board of Penguin Random House and Pearson will nominate four. John Makinson, currently chairman and chief executive of Penguin, will be chairman of Penguin Random House and Markus Dohle, currently chief executive of Random House, will be its chief executive.

The new organisation will generate synergies from shared resources such as warehousing, distribution, printing and central functions. Pearson and Bertelsmann intend that the combined organisation’s level of organic investment in authors and new product models will exceed the total investment of Penguin and Random House as independent publishing houses.

The combination is subject to customary regulatory and other approvals, including merger control clearances, and is expected to complete in the second half of 2013.

In 2011, Random House reported revenues of €1.7bn (£1.48bn) and operating profit of €185m (£161m). Penguin reported revenues of £1.0bn and operating profit of £111m with total assets of £1.0bn. After completion, Pearson will report its 47% share of profit after tax from the joint venture as an associate in its consolidated income statement.

Under the terms of the agreement, neither Pearson nor Bertelsmann may sell any part of their shareholding in Penguin Random House for three years. To protect Pearson’s interests as a minority shareholder, if Bertelsmann declines a Pearson offer to sell its entire shareholding, Pearson may require a recapitalisation by which Penguin Random House raises debt of up to 3.5x EBITDA, with a dividend distributed to shareholders in line with their ownership. In addition, from five years after completion, either partner may require an IPO of Penguin Random House.

Marjorie Scardino, chief executive of Pearson, said: “Penguin is a successful, highly-respected and much-loved part of Pearson. This combination with Random House – a company with an almost perfect match of Penguin’s culture, standards and commitment to publishing excellence – will greatly enhance its fortunes and its opportunities. Together, the two publishers will be able to share a large part of their costs, to invest more for their author and reader constituencies and to be more adventurous in trying new models in this exciting, fast-moving world of digital books and digital readers.”

Thomas Rabe, chairman and CEO of Bertelsmann, said: “With this planned combination, Bertelsmann and Pearson create the best course for new growth for our world-renowned trade-book publishers, to enable them to publish even more effectively across traditional and emerging formats and distribution channels.It will build on our publishing tradition, offering an extraordinary diversity of publishing opportunities for authors, agents, booksellers, and readers, together with unequalled support and resources.”

UK, London & Germany, Gütersloh & USA, New York, NY

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A FUSION DEAL: CRU Group acquires Fertecon Research Centre

October 28, 2012 — Fusion DigiNet

Fusion Corporate Partners are pleased to announce our latest deal. Fertecon Research Centre, the phosphates and sulphur analysis and price-forecasting business, has been sold CRU Group. Paul Kelly, Director at Fusion, acted exclusively for the vendors. The FRC team and product range will join CRU’s long-established fertilizer analysis and consultancy operation. The terms of the deal are not being disclosed.

Michael Mew and Ian Service, the two owners of Fertecon Research Centre, will continue to work on the FRC products. Sarah Marlow, FRC’s phosphates analyst, will also be joining CRU’s fertilizer team, working across CRU’s expanded phosphates portfolio.

FRC was founded in 1991 and has a reputation for the strength and consistency of its analysis, and the loyalty of its customers. In the phosphates field, FRC publishes quarterly forecasting analysis reports on concentrated phosphates and phosphate rock, as well as the Phosphates Datafile and a monthly report on the global DAP market.

FRC also publishes a quarterly forecasting and analysis report on sulphur, along with a monthly market update. The next FRC product to be published post-acquisition will be the phosphate rock outlook, out this month.

The FRC acquisition strengthens and extends CRU’s existing portfolio of fertilizer analysis. CRU publishes its Phosphate Fertilizer and Phosphate Rock Market Outlooks, accompanied by cost reports covering finished phosphates and phosphate rock, as well as Market Outlooks for Sulphur and Sulphuric Acid. This year CRU has invested in developing the methodologies and format of its portfolio of Market Outlooks, increasing their value, robustness and ease-of-use for customers.

Nick Morgan, Chief Executive of CRU, said: “We saw in FRC strong products built on a foundation of long years in the industry. We see major value in the experience and reputation of the three analysts who join us and who between them have spent more than 90 years in these markets. We are very pleased to welcome them to CRU.”

Both Michael Mew and Ian Service welcomed the acquisition, saying: “This is an exciting development, bringing together two of the most experienced companies in the fertilizer industry analysis sector.  FRC subscribers in the sulphur and phosphate industries will benefit from the additional resources that will become available, not least CRU’s established consulting group, CRU Strategies, its world-wide network of offices and its widely acclaimed phosphate and sulphur conferences.”

Previous CRU acquisitions:

1986 – British Sulphur Consultants
1996 – Resource Strategies Inc
2006 – Commodity Metals Management Company
2012 – Ryan’s Notes

UK, London

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About CRU: Founded in 1969, CRU Group is the leading, independent, global metals, mining and fertilizer analysis, consultancy and conference business.  Employing more than 225 staff in London, Beijing, Pittsburgh, Santiago and Mumbai and with representative offices in Sydney and Sao Paolo, CRU is dedicated to promoting quality analysis and insight to its global customer base.

About FRC: Fertecon Research Centre was formed in 1991 and since then has provided analysis and price forecasting in the sulphur and phosphates field.  Between them owners Michael Mew and Ian Service have 76 years of experience.

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Yelp Acquires Qype

October 26, 2012 — Fusion DigiNet

Yelp Inc. has acquired Qype, Europe’s largest local reviews site, for approximately €18.6 million and 970,000 shares of Yelp’s Class A common stock, for a total purchase price of approximately $50 million USD. Qype is headquartered in Germany, with operations also in the United Kingdom. The acquisition will be recorded in Yelp’s fourth quarter and 2012 year-end financial statements.

“I am excited to welcome Qype’s employees and users to Yelp. We have built a solid foundation in Europe and this acquisition should significantly increase our international presence. With its strong local content in key markets like Germany and the United Kingdom, we believe that Qype will help Yelp become the de facto choice for local search in those markets,” said Jeremy Stoppelman, Yelp co-founder and chief executive officer. “Qype’s established European sales force will also bring more local business owners into the Yelp ecosystem, which in turn will bolster our mission to connect people with great local businesses all over the world.”

Yelp has also reported preliminary financial results for the third quarter ended September 30, 2012. Revenue for the third quarter 2012 is expected to be approximately $36.4 million, net loss for the quarter 2012 is expected to be approximately $2.0 million, and Adjusted EBITDA is expected to be approximately $2.2 million. Yelp will announce additional financial results for the third quarter on Thursday, November 1, 2012, and at that time will provide fourth quarter 2012 guidance and updated full year guidance.

USA, San Francisco, CA & Germany, Hamburg

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USA, San Francisco, CA

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Sale of PriceGrabber and North America online lead generation activities for up to $110M

October 26, 2012 — Fusion DigiNet

Experian has completed the sale of its price comparison shopping business (PriceGrabber) and its North America online lead generation activities (LowerMyBills and ClassesUSA) to the management team of those businesses.

The gross consideration is $80 million, consisting of US$2m cash at closing and a US$78m loan note. In addition further consideration is available to Experian if defined profit targets are achieved over time and in certain other circumstances, up to a fully inclusive total of US$110m. In respect of the transaction, Experian expects to realise cash tax relief of approximately US$120m over the next two years.

Last month a $175m deal with Ybrant Digital, a marketing company based in Hyderabad, to buy PriceGrabber and LowerMyBills fell through.

Don Robert, Chief Executive of Experian said:

“Over the past four years, we have focused our strategy on extending our global lead in credit information and analytics, digital marketing services and consumer services. As part of that process, we designated PriceGrabber and the lead generation activities as non-core operations, believing that they would be best developed by an independent owner. We thank all our friends and colleagues at these businesses for their support over the years and wish them every future success.”

For the year ended 31 March 2012, revenues for the businesses sold were US$283m and EBIT was US$20m.

UK, London & USA, Los Angeles, CA

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Bloomsbury Publishing announces results for the six months ended 31 August 2012

October 25, 2012 — Fusion DigiNet

Bloomsbury Publishing Plc has announced its six month results for the period ended 31 August 2012.

Financial highlights

  • Turnover £43.5 million (2011: £42.4 million) +2%
  • Profit before taxation and highlighted items* £2.1 million (2011: £3.3 million) -37%
  • Profit before taxation £0.9 million (2011: £1.5 million)
  • Interim dividend 0.94 pence per share (2011: 0.89 pence) +6%
  • Basic earnings per share before highlighted items* 2.20 pence (2011: 3.27 pence)
  • Basic earnings per share of 0.87 pence (2011: 1.45 pence)

Note: All the above highlights are stated on a Continuing basis ie they exclude the results of Bloomsbury’s German subsidiary, Bloomsbury Verlag, which was treated as discontinued in the accounts last year, following its sale in February 2012.

Acquisitions

Commenting on the results, Nigel Newton, Chief Executive, said:

“The Group continues to make good progress. We have acquired two new businesses further boosting our presence in the academic market, particularly in the USA, and have launched our own sales and publishing operation in India, a market which has the potential to become one of the largest English language book markets in the world.

Higher ebook sales and academic turnover continue to increase the weighting of our sales to the second half. In addition we have a strong second half list, including potential best sellers, and are targeting a significant number of rights and services contracts.  We remain well positioned for the future and results continue to show a positive trend over the longer term.”

UK, London

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Tarsus Group to acquire Turkish exhibition organiser CYF Fuarcılık for up to £6.2M

October 25, 2012 — Fusion DigiNet

Tarsus Group plc, the international business-to-business media group, is to acquire Turkish exhibition organiser CYF Fuarcılık A.Ş. for a maximum consideration of TL18 million (approximately £6.2 million). CYF will be acquired by IFO, a 75% owned subsidiary of Tarsus, and represents a significant bolt-on acquisition to the Group’s Turkish division.

The acquisition also completes the Group’s Project 50/13 strategy, whereby 50% of Tarsus’ revenue will be sourced from the Emerging Markets by 2013, more than a year ahead of schedule and will enable the Group to increase the pace of its future earnings growth.

The governmental approvals in respect of the completion of the acquisition of the China International Automotive Aftermarket Industry and Tuning (Guangzhou) Trade Fair (“GZ Auto”) continue to make positive progress, albeit slower than originally anticipated. Tarsus expects to complete the acquisition of GZ Auto by the end of the year.

Acquisition highlights

  • Acquisition of an initial 70% of CYFfor an initial cash consideration of approximately £1.4 million payable on completion and an estimated deferred payment of approximately £0.7 million due in 2013, for an aggregate estimated payment of approximately £2.1 million (the “Consideration”).
  • The consideration will be met from IFO’s existing cash resources.
  • CYF owns and organises two annual business-to-business exhibitions:
    • Eurasia Plant Fair (held in December), an international exhibition in Istanbul (2011: 10,800 net square metres), focusing on ornamental flowers and plants, landscape and related supply industry; and
    • Yapı Decoor (held in March), an international exhibition in Ankara (2012: 6,200 net square metres), focusing on construction material and building renewal).
  • Following the acquisitions of IFO in 2011 and Life Media in March 2012, CYF represents a significant bolt-on opportunity that adds new sectors and scale to Tarsus’ Turkish exhibition portfolio.
  • Founders Hakan Yüksel and Osman Candemir will continue to manage CYF after its acquisition.
  • Put and call options between IFO and the Vendors have been put in place in relation to the remaining 30% shareholding in CYF at various points between 2015 and 2018 and the  aggregate consideration payable for acquiring 100% of CYF is capped at TL18 million (approximately £6.2 million).
  • For the year ended 31 December 2011, CYF recorded unaudited profit before tax of approximately TL0.4 million (approximately £0.2 million). CFY’s unaudited adjusted profit before tax for the year ended 31 December 2011 was TL0.7 million (approximately £0.25 million). CYF’s unaudited gross assets as at 31 December 2011 were TL1.4 million (approximately £0.5 million).
  • The Acquisition is expected to be earnings accretive in the current financial year ending 31 December 2012 and thereafter.
  • The acquisition is expected to complete in early November 2012.

Douglas Emslie, Tarsus Group Managing Director, said:

“To reach the 50/13 strategic milestone a year early is a major achievement for the Group.  It will enable us to quicken the pace of our earnings growth earlier than expected.

“The acquisition of CYF with our partner at IFO brings additional scale to our already substantial operations in Turkey which we now aim to develop and expand both in the domestic market and the wider region.”

Exchange rate £1 = TL2.9

UK, London & Turkey, Ankara

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Utilitywise – maiden report

October 18, 2012 — Fusion DigiNet

Utilitywise, a company that specialises in energy procurement and energy management services for businesses, has announced its first annual report since launching as a new company on AIM in June this year.

Financial highlights

  • Proforma revenue increased by 25% to £14.6 million (2011: £11.7 million)
  • Proforma EBITDA increased by 25% to £4.7 million (2011: £3.7 million)
  • Proforma PBT increased by 23% to £4.3 million (2011: £3.5 million)
  • Proforma EPS increased by 39% to 6.4p (2011: 4.6p)
  • Net cash at the year end of £8.2 million (2011: £0.2 million)
  • Maiden dividend of 1p proposed–ahead of schedule

Corporate highlights

  • Acquisition of EcoMonitoringUtility Systems Limited in January 2012
  • Acquisition of Clouds EnvironmentalConsultancy Limited (post reporting period)
  • Listing on AIM on 12 June 2012 raising £6.9million (before expenses)
  • New contracted meters grew to 20,013 at 31 July 2012 from 15,006 at 31 July 2011
  • Energy consultancy headcount increased to 188 at 31 July 2012 from 131 at 31 July 2011

Read the full report here.

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