Bloomberg to acquire Barclays Risk Analytics and Index Solutions Business

December 17, 2015 — Fusion DigiNet

BloombergBloomberg L.P. is to acquire Barclays Risk Analytics and Index Solutions Ltd. (“BRAIS”) for around £520 million.

BRAIS is a provider of benchmark and strategy indices, portfolio analytics, risk and attribution models, and portfolio construction tools. BRAIS’s benchmark indices span global markets covering multiple asset classes, most notably the Barclays Family of Aggregate Bond Indices.

“As financial markets continue to evolve, our clients need and expect the index business to evolve too,” said Michael R. Bloomberg. “Combining the market-leading Barclays indices and their superb team with our data management, analytics and distribution will provide more independence, liquidity and transparency to the marketplace, improve industry innovation and further meet the diverse needs of our global client base.”

Bloomberg has also increased its investments in PORT, the company’s multi-asset portfolio risk and analytics tool that has seen significant growth over the past five years. The Company intends to accelerate its investments in this area by acquiring the intellectual property in POINT, Barclays’ portfolio analytics solution, and incorporating BRAIS IP into PORT. Barclays has agreed to continue to operate POINT for 18 months post completion in order to help clients transition to PORT.

Bloomberg and Barclays will maintain a co-branding arrangement on the benchmark indices for an initial term of five years.

The transaction is expected to be completed by mid-2016.

USA, New York, NY & UK, London

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UBM sells PR Newswire to Cision

December 15, 2015 — Fusion DigiNet

 

PR NewswireUBM plc has agreed to sell PR Newswire to Cision, a provider of public relations software, for $841m.

Cision, which is controlled by Chicago-based private equity group GTCR, acquired media monitoring group Gorkana from private equity group Exponent for £200m last year.

PR Newswire had revenue of 195.8 million pounds in 2014, about 26 percent of UBM’s total revenue.

Terms of the deal:

  • The total sale price is $841m, $810m in cash and $31m of preferred equity
  • The total sale price of $841m is a circa 11.2 times multiple of PR Newswire’s 2014 adjusted
    earnings before interest, tax, depreciation and amortisation. The cash value of $810m represents a circa 10.8 times multiple.
  • £245m is proposed to be returned to shareholders by way of a special dividend.
  • Net cash proceeds received on completion are expected to be approximately £498m after adjustments for transaction expenses, debt-like items, tax and a contribution of £10m to UBM’s pension scheme

The agreement is subject to anti-trust clearance in the US. Completion is expected late in Q1 2016

Tim Cobbold, Chief Executive of UBM plc, said: “Today’s announcement represents a significant step in the execution of UBM’s “Events First” strategy, the objective of which is to become the world’s leading focused B2B Events business. The Board is confident that this transaction realises excellent value for our shareholders.

Following the successful acquisition of Advanstar in 2014, the disposal of PR Newswire further increases our focus on the attractive, high growth and high margin events sector with more than 80% of UBM’s continuing revenues generated in Events. In addition, the retained sales proceeds will increase our capacity to invest in bolt-on acquisitions to strengthen the portfolio and grow the
business faster, whilst maintaining appropriate financial discipline.”

UK, London & USA, Chicago, IL

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Symphony Technology Group Acquires Simmons and Hitwise from Experian

December 14, 2015 — Fusion DigiNet

 

Private equity firm Symphony Technology Group has acquired Simmons and Hitwise from Experion. The terms of the two transactions in aggregate were $47 million plus a further potential amount of up to $5 million based on an earnout.

Hitwise and Simmons provide consumer measurement and analytical services to marketers, media brands and advertising agencies. Simmons is best known for its National Consumer Study. Hitwise, a provider of large-scale online clickstream data collection and consumer behavioral analytics, is being acquired by Connexity Inc, an STG portfolio company.

USA, Palo Alto, CA & UK, London

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Disney doubles its investment in Vice Media

December 9, 2015 — Fusion DigiNet

viceWalt Disney Co. is doubling its investment in Vice Media, investing another $200 million according to the Financial Times, quoting “people familiar with the matter”.

Vice Media is a youth media company specialising in creating, distributing, and monetising original content globally. It was started in 1994 by Shane Smith, Gavin McInnes and Suroosh Alvi as a punk magazine titled Voice of Montreal.

Disney invested $200 million last month, when Vice announced a deal to launch the round-the-clock Viceland channel.

The $400 million invested by Disney gives it a roughly 9% stake of Vice at a valuation of between $4 billion and $4.5 billion. This is on top of the stake Disney holds through the joint venture with Hearst in A+E Networks, which now holds more than 15% of Vice.

21st Century Fox Inc. invested $70 million in Vice in August 2013.

USA, Burbank & Brooklyn, NY

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US comic book published IDW Media could be sold after a minority shareholder recommended the company’s board consider the possibility

December 8, 2015 — Fusion DigiNet

IDWMH-LOGO-blueAdam Wyden of ADW Capital Partners, L.P., a New York City based hedge fund that beneficially owns approximately 8% of IDW Media Holdings, Inc. , has sent a letter to the board of directors  and management of IDW Media, urging the Board to initiate a competitive sales process to sell the Company to a strategic buyer.   As one of the Company’s largest shareholders, ADW Capital does not believe the Company should remain an independent public company due to the concentration and illiquidity of the Company’s stock and the Company’s lack of scale in an increasingly competitive market.  ADW Capital believes a sale of the Company to the right strategic buyer would not only maximize the return of value to shareholders, but also provide the Company access to capital and resources that would allow the Company to grow.

Found below is the full text of Mr. Wyden’s letter to the Company:

December 8, 2015

IDW Media Holdings, Inc.
c/o Howard Jonas, Chairman
11 Largo Drive South
Stamford, CT 06907

Dear Board and Management of IDW Media Holdings, Inc.,

I commend the Board of Directors (the “Board”) and management on IDW Media Holdings, Inc.’s (“IDW” or the “Company”) successful separation from parent company, IDT Corporation (NYSE:  IDT), and the steps it has taken over the last six years to drive growth and profitability. As you know, ADW Capital Partners, L.P. and its affiliates (collectively, “ADW Capital”) have been long term shareholders of the Company since its spin-off and have almost unilaterally approved with the capital markets and operational decisions the Company has made to date, including its self-tender offer in late 2009 and its decision to open the IDW Entertainment division in 2013.

Notwithstanding these accomplishments, the Company is at a crossroads today and, as a substantial shareholder, I believe I have identified the most advantageous path for the Company going forward. Bluntly, it does not make sense for IDW to continue as an independent, publicly “traded” company and the Board should immediately hire a financial advisor to pursue a sale of the Company.

I have arrived at this conclusion for the following reasons:

  • While the Company has averaged trading volume of ~ $40,000 over the last 30 days, the Company has gone days in the not-too- distant past without trading a single share.
  • This lack of trading activity is due in large part to the very closely held nature of the shares today. I estimate between insiders, the Board, and a few institutions, over 80 percent of the Company’s shares are in firm hands and are not “for sale”.
  • I think it is fair to assume that these shares are not “for sale” because the Company’s concentrated investor base (many of whom have owned its shares since the original spin-off from IDT) have followed its progress closely and recognize the intrinsic value of the shares.
  • In addition to the sparse liquidity barring new investors from taking a meaningful stake in the Company, Management has been unwilling to share certain segment/unit information in its disclosures and generally engage in open dialog with its shareholders via conference calls and regular distribution of news about the Company.
  • I understand that the industry the Company competes in is intensely competitive and the Company’s reluctance to share certain information may be in the best interest of the Company with regard to its financial results (its ability to grow and gain market share from its competitors). However, in conducting itself in this manner, the Company has conveyed a certain message to its existing shareholders and perhaps alienated itself from new ones.
  • I believe the Company could ameliorate this issue and continue growing with the help of the right strategic partner. In addition to being able to provide capital to accelerate the growth of IDW Entertainment, I think the Company would benefit from substantial cost and revenue synergies by joining with a larger strategic partner while not being burdened by the disclosure requirements of being independent or publicly traded.
  • The Company announced earlier this year that it plans to “uplist” to a major stock exchange and to increase its public profile. To date, very little progress on this front has been demonstrated or is visible.
  • Based on our internal research and speaking with other investors, I think “uplisting” will do very little to maximize shareholder value. I believe public media investors are principally focused on liquidity and would most likely ascribe a “discount” to the Company’s intrinsic value predicated on its extremely concentrated ownership base and importantly its dual-class share structure.

Perhaps most important to our analysis is that while IDW has successfully grown its publishing and games business, its recent foray into entertainment (television, film, etc.) adds a substantial layer of complexity / volatility to the Company’s financials and operations, will require increased disclosure and specific expertise, and will also require substantial amounts of capital over time.  The Company cannot efficiently access this capital as a sub-scale independent public company.

The Company is in an enviable position as the fourth largest comic book publisher by dollar share. I am consistently amazed by the quality of the Company’s leadership and their ability to source, incubate, and add to their growing library of content/intellectual property.  The creative talent, ingenuity of management, and library of content would be invaluable to many large scale players who are starved for new funnels of content on their growing distribution platforms.

The proliferation of the internet and the jockeying for position of various “over the top” providers (Netflix, HBO NOW, Amazon Prime Instant Video, Hulu, etc.) has not only made libraries of original content more valuable, but also increased the overall demand for content in the aggregate. I do not expect this to change. What does seem clear is that there is a much higher degree of success in TV / Entertainment when a small “studio” like IDW can leverage the marketing, advertising, and social media resources of a larger distribution platform.

It should also not be lost on management or the Board that control premiums in the marketplace for portfolios of content are at record highs. The Company should try to structure a stock-for-stock transaction with a larger public company that would allow current shareholders to receive a premium for their stock, while allowing them the option to participate in the value and synergy IDW will add to the new platform.

I am asking the Board to do the right thing for all shareholders today. By seeking a strategic partner at this stage in the game, the Company can maximize the return of value to shareholders while also providing the Company resources to grow, without many of the competitive risks of staying a small and illiquid dual-class independent public company.

ADW Capital and its affiliates beneficially own approximately 8 percent of the Company’s shares and urge the Board to take our recommendations seriously. I look forward to hearing your response.

Sincerely yours,

Adam D. Wyden

Managing Member of ADW Capital Partners, L.P.

USA, New York, NY & Stamford, CT

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Axel Springer increases its share social video news publisher NowThis Media in the USA

December 8, 2015 — Fusion DigiNet

nowthis mediaAxel Springer Digital Ventures has increased its share in the New York social video news publisher NowThis Media as part of a financing round and has become its second largest investor. The New York-based start-up primarily addresses the target group of 18-34 year-olds, producing short videos about trending stories, designed for mobile devices and distribution across social networks. The new round of financing was led by Axel Springer Digital Ventures. NowThis Media has received a total of 16 million US dollars from investors in this round.

Axel Springer Digital Ventures first acquired a stake in NowThis Media in December 2014. Oak Investment Partners remains the largest investor after the new round of financing. Other investors include: Lerer Hippeau Ventures, Bedrocket Media Ventures, NBC and SoftBank Capital.

Germany, Berlin & USA, New York

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9 new WPP acquisitions: Aug 27, 2015 to November 16, 2015

November 16, 2015 — Fusion DigiNet

wppAugust 27, 2015 – Webling Interactive: WPP’s wholly owned subsidiary J. Walter Thompson Australia has acquired a majority stake in Webling Interactive, an independent digital agency based in Sydney.

Webling offers an end-to-end service covering strategy, ideation, design and development across web, mobile, social, digital OOH and experiential channels. The agency has delivered milestone projects winning major awards including IABs, AIMIA and the Festival of Media.

Founded in 2004 by Deniz Nalbantoglu and Darren Clark, the agency’s clients include Acer, Amex, Coca-Cola, Coles, CommSec, Fuji Xerox, Google, Mirvac, QIC Shopping Centres, and Australian gardening supplies company, Yates.

For the year ending 30 June 2015, Webling’s revenues were A$4.4 million, with gross assets of A$1.3 million, as at the same date.

August 28, 2015 – Rapid Media Services Pty Ltd: WPP’s MediaCom, part of its global media investment management arm GroupM, has acquired a minority stake in Rapid Media Services Pty Ltd, a media communications agency in Australia with offices in Melbourne, Brisbane and the Gold Coast.

Founded in 2001 as part of full service advertising and communications agency, Rapid Media, Rapid Media Services specialises in media planning, strategy and buying across all traditional, digital and emerging channels.

Rapid Media Services has been affiliated with MediaCom in Australia since 2001. The company will continue to operate as an independent and stand-alone business led by Managing Director Vaughan O’Connor.

September 1, 2015 – nudeJEH: WPP’s wholly owned operating company Grey Group, the global communications network, has agreed to acquire nudeJEH, an advertising and digital agency in Thailand. Following the acquisition, nudeJEH will join Grey Group Thailand and be known as GREYnJ United.

Founded in 2011 through the merger of Nude Communication and JEH United, nudeJEH provides creative, branding, strategy consultation, web design and production services. The company also owns digital agency Nine Dotz.

Combined revenues for nudeJEH and Nine Dotz for the year ending 31 December 2014 were THB 239 million with gross assets of THB 123 million, as at the same date. nudeJEH employs more than 60 people.

Key clients include Ananda Development, Bangkok Airways, Bangkok Dusit Medical Services, Bio Consumer, Tesco Lotus and Puriku.

September 10, 2015 – Ideal Group: WPP has acquired a majority stake in Ideal Group, a digital branded content creator and public relations and public affairs firm comprising Agência Ideal Comunicação Ltda. and Concept Agência de Comunicação Ltda. in Brazil.

Ideal Group collectively employs 200 people and is based in São Paulo with an office in Rio de Janeiro. It was founded in 2007.

Ideal’s clients include Facebook, GE, Nike, Monsanto, Diageo, Dell, Goodyear, Spotify, AstraZeneca, 3M, Rio2016 and Whirlpool. Ideal will merge with H+K Strategies, WPP’s wholly-owned international communications consultancy, in Brazil. The new company will be known as Ideal H+K Strategies.

ConceptPR’s clients include top Brazilian and global brands such as Mondelez, Oakley, Itaú, JBS, Ultragaz and Metrô São Paulo. Following the investment, ConceptPR will merge with Ogilvy Public Relations, WPP’s wholly-owned operating company, in Brazil. The merged entity will operate as Ogilvy PR in the market.

September 14, 2015 – Jüssi Intention Marketing Ltda.: WPP’s wholly-owned operating company Ogilvy, the global marketing communications agency, has acquired a majority stake of Jüssi Intention Marketing Ltda., an online performance, programmatic and conversion marketing agency in Brazil.

Jüssi’s clients include Allianz Global Assistance & Corporate, Amazon, Decathlon, FNAC, Google, LinkedIn and Terra. Founded in 2010, the company employs 120 people and is based in São Paulo. Jüssi will be part of the Ogilvy Group in Brazil (Ogilvy & Mather, David Agency, Nine, Etco and Foster) and will continue to operate under the Jüssi name.

September 29, 2015: WPP’s wholly owned operating company Cohn & Wolfe, a brand communications agency, has agreed to acquire a majority stake in Six Degrees PR, a full-service public relations agency, and its content and integrated marketing subsidiary Alphabet Consulting.

Founded in 2009 and with offices in Delhi, Mumbai and Bangalore, Six Degrees has extensive public relations, public affairs, crisis management and digital media experience. The agency also delivers content and integrated marketing campaigns through Alphabet Consulting. Clients include regional and multinational companies such as Amadeus, Cushman & Wakefield, Dalmia Bharat Group, Hughes, Ingersoll Rand and Nokia.

November 4, 2015 – Essence Digital Limited: WPP has agreed to acquire a majority stake in Essence Digital Limited, the global digital agency and the world’s largest independent buyer of digital media.

Essence blends data science, objective media and captivating experiences to build valuable connections between brands and consumers. Clients include Financial Times, Google, HP, Viber and Tesco Mobile. Essence will continue to operate as an independent brand within WPP and GroupM, WPP’s global media investment management division.

Founded in 2005 in London, with offices in New York, San Francisco, Seattle, Singapore and Tokyo, Essence employs 500 people and deploys campaigns in more than 70 markets, managing media spend of over US$700 million.

November 11, 2015 – Yonder Media: WPP’s GroupM, the media investment management group, has acquired a majority stake in mobile marketing agency Yonder Media in South Africa.

Established in 2005, Yonder Media is a mobile-first digital and social media agency. Yonder Media’s proprietary technology framework supports a broad range of services covering mobile and social media strategy, media planning, buying and management and application development. Based in Johannesburg, the agency employs around 30 people.

Yonder Media’s unaudited consolidated revenues for the year ended 28 February 2015 were approximately ZAR 20 million, with gross assets at the same date of approximately ZAR 18 million.

November 16, 2015 – Helder Marketing & Communicatie B.V.: Maxus, WPP’s media investment management agency that is part of GroupM, WPP’s global media investment management division, has agreed to acquire Helder Marketing & Communicatie B.V., a media buying agency based in Amsterdam, the Netherlands.

Founded in 2006, Helder is a value-added media agency with a focus on direct response and ROI evaluation services. Helder specialises in DRTV but also offers marketing consultancy, creative services and print management services to its clients in the Benelux. Helder’s revenues for the year ended 31 December 2014 were approximately €1.13 million with gross assets of approximately €1.14 million as at the same date.

From 1 January 2016 Maxus will legally merge with Helder to create Maxus + Helder. Current clients will continue to work with their familiar teams but will benefit from a broader base and a substantial expansion of in-house knowledge and services.

 

UK, London & Australia, Sydney & Australia, Melbourne & Thailand & Brazil, São Paulo & India, Delhi, Mumbai and Bangalore & South Africa, Johannesburg & The Netherlands, Amsterdam

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World Fuel Services acquires Bergen Energi

November 2, 2015 — Fusion DigiNet

WFSWorld Fuel Services Europe, Ltd., a wholly owned subsidiary of World Fuel Services Corporation (WFS), has acquired Bergen Energi, a European energy management services company based in Norway. The terms of the deal were not disclosed.

WFS has a well-established energy services business in North America. The acquisition of Bergen Energi will facilitate an expansion of these services to customers across Europe.

BergenBased in Bergen, Norway, Bergen Energi offers energy procurement, energy risk management, energy data management and energy consultancy services. The company was founded in 1991 when Norway became the first country in Europe to liberalise its electricity market.

WFS is headquartered in Miami, Florida. The company is a global fuel logistics and transaction processing company, principally engaged in the distribution of energy products and services in aviation, marine and land at more than 8,000 locations worldwide.

Bergen Energi will continue to operate under the same name. The main shareholder and former CEO Bill Schjelderup has been replaced by WFS’s Terry Cogan as new CEO.

USA, Miami, FL & Norway, Bergen

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RPS Group acquires Iris Environmental in California for up to £8.8M and Everything Infrastructure Group in Sydney for up to £15.2M

October 30, 2015 — Fusion DigiNet

1. Iris Environmental

RPS Group plc has completed the acquisition of Iris Environmental, a Californian based consultancy providing environmental services in the US market, for a maximum consideration of US$13.5 million (£8.8 million).

Founded in 1999, Iris has its headquarters in Oakland (San Francisco), with a further office in Irvine (Los Angeles). The company employs about 35 staff.  It undertakes projects associated with managing environmental risk primarily for private sector clients in California, particularly technology companies in Silicon Valley. 

In the year to 31 December 2014, Iris had revenues of US$10.1 million (£6.6 million) and profit before tax of US$2.3 million (£1.5 million), after adjustment for non-recurring items. Net assets at 31 December 2014 were US$2.5 million (£1.6 million).

RPS has acquired the entire share capital of Iris for a maximum total consideration of US$13.5 million (£8.8 million), all payable in cash. Consideration paid to the vendors at completion was US$8.1 million (£5.3 million). Subject to certain operational conditions being met, two further sums of US$2.7 million (£1.8 million) each will be paid to the vendors on the first and second anniversaries of the transaction.

2. Everything Infrastructure Group

RPS Group plc has also completed the acquisition of Everything Infrastructure Group Pty Ltd (“EIG”), for a maximum consideration of A$32.4 million (£15.2 million).  Founded in 2006, EIG is headquartered in Sydney, with offices in Melbourne and Brisbane.  Its 60 staff provide strategic advice in respect of infrastructure development, delivery and management.  They have extensive experience in all the major sectors of investment, including roads, heavy and light rail, power and water.  EIG enhances the project management capability the Group has developed in Australia in recent years, most recently with the acquisition of Point in 2014.

In the year ended 30 June 2015 EIG had revenue of A$29.8 million (£14.0 million) and profit before tax of A$5.8 million (£2.7 million), after adjustment for non-recurring items.  Net assets at 30 June 2015 were A$1.2 million (£0.6 million).

RPS has acquired the entire share capital of EIG for a maximum total consideration of A$32.4 million (£15.2 million), all payable in cash.  Consideration paid to the vendors at completion was A$19.4 million (£9.1 million).  Subject to certain operational conditions being met two further sums of A$6.5 million (£3.0 million) each will be paid to the vendors on the first and second anniversaries of the transaction.

Alan Hearne, Chief Executive of RPS, commented:

“The acquisition of Iris and EIG further develops Group activities in markets with good prospects both in the immediate future and longer term.  Iris extends our capability in the US environmental risk/due diligence market which was established with the acquisition of GaiaTech, in 2014.  EIG further develops our penetration of the infrastructure market in Australia and supports our diversification away from the resources sector in that country.

“As we are close to the year end we do not expect a material contribution from either business in 2015.  However, they should make a good contribution in 2016, diluting further the continuing effect of the downturn in the oil and gas sector on our Energy business.” 

UK, Abingdon, Oxfordshire & USA, San Francisco, CA & Australia, Sydney

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McGraw-Hill Financial completes the $2.225Bn acquisition of SNL Financial

October 30, 2015 — Fusion DigiNet

McGrawHillFinancialMcGraw-Hill Financial has completed the acquisition of SNL Financial. The deal was first announced in July.

McGraw Hill Financial is paying approximately $2.225 billion in cash for SNL Financial.  The economic impact to McGraw Hill Financial will be partially offset by tax benefits with an estimated present value of approximately $550 million resulting from the transaction. SNL is privately held by an affiliate of private equity business New Mountain Capital LLC and current and former members of SNL management.

SNL“We are enthusiastic about SNL because it is a fast-growing, highly complementary subscription-based business that will enable us to accelerate our strategy to be the leading provider of transparent and independent benchmarks, analytics, data and research across the global capital, commodity and corporate markets,” said Douglas L. Peterson, President and CEO of McGraw Hill Financial.

Excluding amortization, the transaction is expected to be accretive to adjusted diluted EPS in 2016, and, on a GAAP basis, in 2018.  The Company has also identified approximately $70 million in synergies which are expected to be fully realized by 2019 largely from operational efficiencies and McGraw Hill Financial’s ability to accelerate SNL’s international growth through its global footprint.

Headquartered in Charlottesville, VA, SNL has approximately 3,000 employees based in 10 countries. SNL, founded in 1987, has more than 5,000 customers with relationships across banks, insurance companies, corporations, asset managers, power companies and other users. Mike Chinn, President and CEO of SNL Financial will remain with the business and report to Douglas L. Peterson, President and CEO of McGraw Hill Financial.

USA, New York, NY & Charlottesville, VA

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