Autobytel acquires Cyber Ventures and Autotropolis

Autobytel, a provider of online consumer purchase requests and marketing resources to the automotive industry, has acquired substantially all of the assets of privately-held Autotropolis and Cyber Ventures.  Prior to the acquisition, the Sellers operated under common ownership in Tampa, Florida and shared operating staff and other administrative and operational resources. Cyber Ventures through proprietary content, generates and sells in-market consumer automotive purchase requests.  Autotropolis, through its Autotropolis.com website, provides new car purchase requests and related digital products directly to automotive dealers.
 
The acquisition was effected through an Asset Purchase Agreement. The aggregate purchase price is $15,000,000, which includes post-closing cash payments of up to $1,000,000, contingent on the achievement of target operating goals of the acquired companies over a 12 quarter period commencing with the quarter ending December 31, 2010, and ending with the quarter ending September 30, 2013.  At closing, Autobytel paid a portion of the purchase price with a combination of $9,000,000 in cash on hand, $5,000,000 in convertible subordinated debt, and a warrant to purchase 2,000,000 shares of Autobytel’s common stock.

On a combined basis, Cyber Ventures and Autotropolis had 2009 annual revenues of approximately $10 million. Autobytel reported annual revenues of $53 million for 2009 and $23.9 million for the first half of 2010. The transaction is expected to be immediately accretive to Autobytel’s earnings.

Cyber Ventures and Autotropolis co-founders Ian Bentley and William Ferriolo and certain members of their staff will join the Autobytel team.

USA, Tampa, FL & Irive, CA

HousingWire to acquire distressed property events & publishing business REO Insider

HousingWire to acquire REO Insider

HousingWire, a publication for mortgage investment, origination and servicing executives, is to acquire REO Insider, a trade journal focused on distressed real estate transactions. HousingWire will assume ongoing management of various conferences and research products tied to REO Insider, as well as other assets.

“The distressed real estate market, whether via REO or short sales, has never been more relevant to the overall economic picture than it is right now,” said HousingWire CEO Paul Jackson. “This acquisition will solidify HousingWire’s position as the only end-to-end news and information source that crosses the entire housing finance spectrum.”

REO Insider organized and hosted REO Expo 2010 in Dallas this past June, bringing more than 1,500 industry professionals together. The company also launched the Pinnacle Awards program, the REO industry’s first-ever peer-selected awards program, based upon a research product developed by the publication.

“We’re very much looking forward to hosting REO Expo in 2011, and will continue to build upon the success of the Pinnacle Awards to expand an offering of research products in the future,” said Richard Bitner, HousingWire president. “With the outlook for U.S. housing remaining highly volatile, we expect that the HousingWire media platform will be positioned through this acquisition to better meet the demands of a changing industry.”

The transaction is expected to close by October 1, 2010, with the newly-expanded HousingWire Magazine and HousingWire website debuting in November.

USA. Dallas, TX

OpenTable to acquire toptable.com for $55M

OpenTable, a leading provider of free online reservations for diners and guest management systems for restaurants, has entered into a definitive agreement to acquire toptable.com, a leading restaurant reservation site in the United Kingdom, for approximately $55 million USD in cash.

“This acquisition of toptable.com is designed to accelerate the growth of our business in the United Kingdom in a meaningful way,” said Jeff Jordan, President and CEO, OpenTable. “By combining toptable.com’s robust consumer destination site for diners with our best-in-class software for restaurants, we will be able to provide a superior service to restaurants and diners in the United Kingdom.”

“This is an important milestone in toptable’s history. There’s always been mutual admiration between the two companies, and we’re really excited about the future, working as a combined force,” said Karen Hanton MBE, founder of toptable.com.

Transaction and Financial Information

OpenTable will acquire the entire issued share capital, including outstanding options, of privately-held toptable.com for approximately $55 million USD. The transaction is expected to close in the fourth quarter of 2010 and is subject to customary closing conditions. OpenTable plans to finance the acquisition with existing cash, cash equivalents and short-term investments. For the fiscal year 2009, toptable.com reported revenues of approximately £6.3 million and net income of £750,000. OpenTable believes it will incur approximately $500,000 in non-recurring transaction and integration costs in both Q3 and Q4, or a total of $1 million through the end of the year. OpenTable will file a Current Report on Form 8-K that will include as an exhibit the Share Purchase Agreement for the acquisition.

BofA Merrill Lynch is acting as financial advisor and Latham & Watkins LLP as legal counsel to OpenTable; Allen & Company is acting as financial advisor and Bird & Bird LLP as legal counsel to toptable.com.

UK, London & USA, San Francisco, CA

UBM acquires Canon Communications LLC for $287 million

UBM has reached an agreement to acquire Canon Communications LLC from Spectrum Equity Investors and Apprise Media LLC for $287 million.

View UBM’s acquisition presentation – PRESENTATION

Transaction highlights

  • UBM to become the leading worldwide provider of tradeshow and related media for the growing medical device design and manufacturing market and adjacent advanced manufacturing sectors
  • Creates excellent growth opportunities, particularly in emerging markets, leveraging UBM’s worldwide tradeshow infrastructure and expertise
  • Complements UBM’s existing electronic engineering business, creating a richer set of information and marketing services
  • Expected to be approximately 9% EPS accretive in its first full year of ownership, with Return on Investment in that year in excess of cost of capital
  • The $287 million consideration represents a multiple of 7.8x EBITDA (LTM 30 June 2010); the transaction will be funded from existing bank facilities
  • Continues UBM’s strategy of investing to establish strong positions in B2B markets that provide rich opportunities for profitable growth worldwide
  • The transaction is subject to Hart-Scott-Rodino (HSR) antitrust clearance

In the twelve months to 30 June 2010, Canon generated $106 million (£68 million) in revenues and $37 million (£24 million) in EBITDA on a pro forma basis. Pro forma revenues and EBITDA for the six months to 30 June 2010 were $66 million (£44 million) and $27 million (£18 million) respectively.

David Levin, Chief Executive Officer, UBM said, “The acquisition of Canon is an exciting step for UBM, building on our track record of identifying, completing and integrating value-enhancing acquisitions over the last five years. Canon is a great strategic fit for us: it gives us a complementary portfolio of market-leading branded tradeshows and related products which serve highly attractive growth markets experiencing globalisation. The combination of Canon’s brands with both our worldwide infrastructure and our existing electronic engineering business offers us exciting growth opportunities, particularly in Canon’s core medical device design and manufacturing markets. The management team, led by Charlie McCurdy, have done a great job in developing the Canon business. I look forward to welcoming Canon’s staff to UBM and to working with them as we accelerate Canon’s growth.”

USA, Los Angeles

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Google acquires Quiksee

Reported in Israeli newspaper website Haaretz and confirmed on the Quiksee website, Quicksee has been acquired by Google. Haaretz estimates the deal at $10 million. Quiksee allows users to create location-based interactive media content.

The Quiksee announcement

We are delighted to announce that Quiksee has been acquired by Google! We’ve learned a lot from our previous work at Quiksee, and we look forward to bringing our experience, creativity and insight to Google. Both Google and Quiksee share the same innovative vision, and while we can’t share any future product plans, we look forward to the opportunity to contribute and do great things together in the future. We’ll be joining the Google Geo team and hope to have news for you soon. Stay tuned!

In April DigiNet reported that Google acquired Israeli startup LabPixies in April for between $15 and $25 million.

Israel, Or Yehuda & USA, Mountain View, CA

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Euro RSCG Worldwide acquires digital agency Project House in Istanbul

Euro RSCG Worldwide has acquired Turkish digital agency Project House. Based in Istanbul, Project House will now become part of the global Euro RSCG 4D network, making Euro RSCG in Turkey the largest agency in the country, and one of the largest in the region, with digital at the core. This announcement is the third of its kind in the past two months, following the acquisition of Acmic in India and Congruent in the U.S., and is the latest example of Euro RSCG’s continued momentum in the digital space.

Founded in 1999, Istanbul-based Project House is one of the fastest growing digital communications agencies in Europe, Middle East and Africa, according to Deloitte Technology’s Fast 500 List. This acquisition will further strengthen Euro RSCG 4D’s capabilities globally, specifically in the e-mail marketing, mobile marketing, search engine marketing, advergaming, social media, content management, database management, software development and online media planning spaces.

“This acquisition is the continuation of our digital at the core model that we launched back in 2005. Turkey is an important market sitting at the intersection of Europe and Asia. The addition of Project House further positions us as a real leader in the digital and social media space in Turkey and within Europe,” said David Jones, Global CEO of Havas Worldwide and Euro RSCG Worldwide.

In a joint announcement Managing Partners of Project House said, “Euro RSCG Worldwide is a very strong group of agencies with a really amazing team of people. We’re looking forward to being able to bring our digital expertise to the agency to make the digital at the core model even stronger globally.”

Turkey, Istanbul & USA, New York, NY

DHX Media acquires W!ldbrain Entertainment

DHX Media, an international producer and distributor of television programming and interactive content, has acquired 100% of W!LDBRAIN Entertainment, the LA-based, award-winning entertainment company that produces and animates The Ricky Gervais Show for HBO and turned Yo Gabba Gabba!

The acquisition further strengthens DHX Media’s position to become one of the top independent libraries of quality family entertainment in the world, with an eye towards developing content with hit potential across current and emerging broadcast channels. The deal also combines DHX Media’s efficient and acclaimed production capabilities and international television broadcast relationships with W!LDBRAIN Entertainment’s in-house creative team and relationships with U.S. broadcasters to fuel future growth across both businesses.

Michael Polis will continue to lead W!LDBRAIN Entertainment as President, W!LDBRAIN Entertainment.  He will also serve as EVP, Branded Entertainment & Consumer Products, DHX Media, where he will also lead DHX Media’s international licensing activities.

Michael Donovan, Chairman and CEO, DHX Media said: “W!LDBRAIN is a great fit for our business. In addition to gaining a new hit US property in Yo Gabba Gabba! and its live show, DHX Media will also benefit from an LA-based studio with a strong creative and marketing track record and excellent US broadcaster relationships. Mike Polis and his team have a first-rate reputation and this collaboration will further advance our goal of creating and leveraging a library of hit kids and family entertainment brands.”

Michael Polis added: “In addition to further accelerating our development of co-productions, growing our successful franchises and leveraging DHX’s global distribution infrastructure for future properties, we look forward to working with DHX Media to secure new merchandising and licensing revenue opportunities in the U.S. and beyond,” said Polis.

Canada, Toronto & USA, Los Angeles, CA

Security First International Holdings has completed an asset purchase agreement With Global Online Television Corporation

Security First International Holdings has completed an asset purchase agreement with Global Online Television Corporation for 42,661,002 common shares of Security First International Holdings in exchange for all of the assets of Global Online Television Corporation.

Due to complications with the merger between Global Online Television Corporation and Security First International Holdings newly retained council advised both parties that an asset purchase agreement would be in the best interest of both companies and still retain the same desired results of a merger.

The common shares of Security First International Holdings that Global Online Television Corporation has received will be issued as an equal distribution dividend to Global Online Television Corporation shareholders in exchange for their Global Online Television Corporation shares.

The upcoming forward split for Security First International Holdings, Inc. of 1 for 20 will be in effect for the Global Online Television Corporation shareholders. The 42,661,002 common shares of Security First International Holdings that Global Online Television Corporation has received from this asset purchase will become 853,220,440 after the completed forward split.

Global Online Television Corporation was originally established by Atlantis Technology Group as a media subsection that would develop research in the advancement of media-based technology. Using IPTV and Microsoft Windows Media Player, the video stream is delivered to your home television over broadband Internet connection. Any broadband Internet connection can be used, so there is no need to change providers.

USA, Miami, FL

EnergyConnect Group completes debt to equity conversion strengthening Balance Sheet

EnergyConnect Group, a leading provider of smart grid demand response services and technologies, will exchange $3.3 million in debt for 36.5 million shares of EnergyConnect’s common stock this week.

Kevin Evans, EnergyConnect’s president and CEO, said, “Following discussions with the company, Aequitas Capital has elected to convert its debt into equity. This conversion significantly strengthens our balance sheet and positions the company to take advantage of strategic growth opportunities in the DR market.” Per the terms of the agreement, the company will issue 36.5 million shares of restricted common stock, which will retire $3.3 million of debt currently held by Aequitas. Following the conversion, Aequitas and its affiliates will own approximately 30% of the company’s outstanding shares.

USA, San Jose, CA

Scholastic acquires Math Solutions

Scholastic, the global children’s publishing, education, and media company, has acquired Math Solutions, a leading authority on K-12 mathematics instruction, providing teachers with professional development services, publications and resources.  Founded by renowned mathematics educator and author, Marilyn Burns, Math Solutions has previously worked with Scholastic to create Do The Math, the award-winning math intervention program that gives students who have fallen behind the chance to catch up and keep up.  Terms of the transaction were not disclosed.

“Math Solutions leads the field in professional development services for math. They also publish award-winning books and resources and are developing a diagnostic mathematics assessment tool with funding from The Bill & Melinda Gates Foundation.  Joining the expertise of Marilyn Burns and the Math Solutions team with the experience and reach of Scholastic Education, we will provide comprehensive district-wide school improvement solutions in mathematics along with a robust suite of math intervention programs comparable to our highly successful offerings in reading and language arts,” commented Margery Mayer, President, Scholastic Education.

Marilyn Burns added, “Math Solutions and Scholastic have enjoyed a long-standing working relationship and this is an excellent opportunity to formalize our collaboration around our shared belief that all children can learn and that high quality teaching is the single most important factor for raising student achievement.”

USA, New York, NY