Time Out Group acquires its Time Out Australia Licensing Partner

Time Out Group plc has acquired Print and Digital Publishing Pty Limited, the Group’s Australian licensing partner. The partner runs Time Out in five cities in Australia.

Launched in 2007, Time Out Australia has established a digital portfolio across online, mobile and social channels as well as highly-curated monthly magazines in Sydney and Melbourne.

The acquisition follows the addition of Time Out Hong Kong in March 2017 to the Group’s network of owned and operated businesses which now comprises 71 cities in 17 countries.

Julio Bruno, CEO of Time Out Group plc, said: “With the acquisition of Time Out Australia, we continue the global expansion of our iconic brand and our evolution as a worldwide digital, transactional business. I am delighted to welcome a very successful and trusted licensing partner and its team to our network of owned and operated businesses.

Time Out is hugely popular amongst both locals and visitors to Australia and has built considerable brand awareness. We are all looking forward to continuing to grow the brand and help this engaged audience to discover, book and share the very best of Australia’s cities with our unique, curated content and local expertise.”

UK, London & Australia, Glebe, NSW

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Zoopla acquires Hometrack for £12M


zooplapropertyZoopla Property Group Plc is to acquire Hometrack.co.uk Limited, the UK provider of residential property market insights and analytics, for £120 million.

Established in 1999, Hometrack provides residential property market insights, analytics, valuations and data services to around 400 mortgage lenders, new home developers, investors, housing associations and local authorities. 

The total consideration is £120 million on a cash-free, debt-free basis with £108 million due on completion and £6 million payable on each of the first and second anniversary following completion. Hometrack has a CAGR of c.15% from FhometrackY13-FY16 and generated revenues of £15.5 million and adjusted EBITDA of £7.1 million in the year to 30 June 2016. The consideration represents a 14.7x multiple based on LTM to Dec-16 adjusted EBITDA for Hometrack. The value of Hometrack’s gross assets was £13.1 million as at 30 June 2016.

The acquisition will be financed through a combination of existing cash resources, a new £75 million term loan and an equity placing of up to 5% of Zoopla’s ordinary issued share capital.

Alex Chesterman, Founder & CEO of Zoopla commented, “We are delighted to announce the acquisition of Hometrack, the clear market leader in AVM services in the UK and a leading player in Australia. The deal will allow us to serve our consumers and partners even more effectively and gives us unrivalled data capabilities in the residential property market. Hometrack is a perfect fit to develop our data services business and I look forward to welcoming Charlie and his team to the ZPG (Zoopla) family.”

Hometrack provides its products to 15 of the top 20 mortgage lenders in the UK as well as all 4 leading Aushometracktralian mortgage lenders and its UK automated valuation model is recognised by all the major ratings agencies. Over 70% of Hometrack’s revenues are subscription-based and underpinned by long-term relationships.

Hometrack has 55 staff operating out of offices in London and Sydney. Following completion, Hometrack will continue to operate as a standalone brand and platform with the team forming the cornerstone of Zoopla’s data services business, which will be headed up by Charlie Bryant, CEO of Hometrack.

UK, London

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Salmon acquires e-commerce digital consultancy Eperium in the Netherlands

WPP’s e-commerce consultancy, Salmon, has acquired Netherlands-based Eperium, a digital and e-commerce consultancy.

Eperium is headquartered in Amsterdam and employs over 200 people in Europe and India. Clients include Sligro, Plus Supermarkten, Jumbo, Bunzl, Xerox, Dutch Railways and Asian Paints. The agency’s consolidated unaudited revenues for the year ended 31 December 2015 were €8.5 million with gross assets of €4.1 million as at the same date.

The acquisition gives Salmon, which has a presence in the UK, US, China and Australia, access to the northern European and Indian markets where Eperium has an operation. Following the transaction, the Salmon group will employ over 700 people.

UK, London & The Netherlands, Amsterdam

Hansen acquires PPL Solutions

Hansen Technologies Limited has acquired PPL Solutions, LLC from NYSE listed PPL Corporation). The purchase price is expected to represent approximately 4 times Solutions’ EBITDA, and will be funded from Hansen’s internal cash resources.

Headquartered in Bethlehem, Pennsylvania, PPL Solutions provides billing, business processing outsourcing (“BPO”), call centre and information technology services to competitive electric and gas suppliers and regulated utilities in the US. The business has 230 staff, with the majority of these located at PPL Solutions’ call centre facility in Hazelton, Pennsylvania.

PPL Solutions is a strategically attractive business that is strongly aligned with Hansen’s key acquisition criteria: it sits within Hansen’s core billing & customer care business; owns the intellectual property in its billing software; has recurring revenue streams; and extends Hansen’s footprint into a new market segment in the US. The PPL Solutions business adds business process outsourcing, customer care and Software-as-a-Service to Hansen’s portfolio of Electricity, Gas and Water products.

PPL Solutions is expected to represent approximately 7% of the combined Hansen worldwide EBITDA. Given the BPO nature of the Solutions business and the services provided, the business operates on margins below  those historically achieved by Hansen.

Australia, Victoria & USA, Bethlehem, PA

WPP to merge its Australian and New Zealand businesses with STW Communications Group

STWWPP is to merge its Australian and New Zealand businesses with STW Communications Group in Australia and New Zealand and increase its shareholding to 61.5%

WPP is to merge its Australian and New Zealand businesses with STW Communications Group Limited (STW) and increase its shareholding from 23.6% to 61.5%. STW, a marketing and communications group, is a publicly listed company, whose shares are traded on the Australian Securities Exchange (ASX: SGN).  

The merged group will have pro-forma LTM revenues of c.A$1billion and EBIT of A$142 million For the 12 months ended 30 September 2015 and will become the primary vehicle for WPP in Australia and New Zealand.  Following the merger, STW will change its name to align it with WPP.

The transaction will be structured through a contribution of WPP’s Australian and New Zealand businesses into STW, for an enterprise value of A$512 million, with consideration consisting of the issue to WPP of new STW shares and a shareholder loan. 

The STW Shares will be issued to WPP at A$0.915 per share, representing a premium of 30% to the 10 day VWAP prior to the date of this announcement. WPP will move from a 23.6% interest in STW to become the majority shareholder with a 61.5% equity interest. WPP will also have the right to appoint a majority of Directors to the STW Board. 

The transaction is conditional on STW shareholder approval and the approval of the Australian Competition and Consumer Commission and the Foreign Investment Review Board.

UK, London & Australia, St Leonards, NSW & New Zealand, Auckland

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

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

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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