RPS acquires Australian consulting firm Manidis Roberts for up to A$30M

RPS Group plc has acquired Manidis Roberts Pty Ltd, an Australian consulting firm, for a maximum consideration of A$30 million (£19 million).

Founded in 1988, MR is an environmental and project management consultancy headquartered in Sydney.   It currently employs about 90 staff and has developed a significant profile based upon the successful delivery of complex infrastructure projects.  These often last several years, providing long term revenue streams.  MR has particular expertise in the water, transport and power supply sectors, all of which are expected to grow in coming years. MR will further expand the RPS presence in New South Wales, complementing the skills of our urban planners, water, environmental and cultural heritage specialists and surveyors based in Sydney and Newcastle.

In the year ended 30 June 2011 the audited accounts for MR show revenues of A$27.2 million (£18.0 million, at an exchange rate of A$1.51 to £1) and profit before tax of A$5.8 million (£3.8 million).  Based on unaudited management accounts up to 31 May 2012 and an estimate of performance in June 2012, the revenue up to 30 June 2012 was in the order of A$23.7 million (£15.7 million) and profit for that period (after adjusting for non-recurring costs) was approximately A$5.2 million (£3.4 million).  Gross and net assets at 30 June 2012 were approximately A$ 9.4 million (£6.3 million) and A$6.4 million (£4.2 million) respectively.

RPS has acquired the entire share capital of MR for a maximum total consideration of A$£30 million (£19.9 million), all payable in cash.  Consideration paid at completion was A$18 million (£11.4 million), funded from the Group’s existing resources.  Subject to certain operational conditions being met, two further sums of A$6 million (£4.0 million), will be paid on the first and second anniversaries of the transaction.  If these operational conditions are not met, the deferred payments will not be made for 10 years.  The deferred amounts include the payment of market rate interest.  The vendors of the business are directors, staff and former staff.  The director and staff vendors are remaining with RPS.

Alan Hearne, Chief Executive of RPS, commented, “Although parts of the Australian economy are still feeling the effects of the global financial crisis, the RPS board continues to see selective investment in our Australian business as an attractive part of our strategy.  MR has an impressive track record and profile in markets likely to expand in coming years, particularly the provision of water, transport and power supply infrastructure.  We also see significant opportunities to introduce their skills to the energy infrastructure markets on both the east coast and in Western Australia”.

UK, London & Australia, Sydney

Berkery Noyes releases first half 2012 M&A Report for the Media and Marketing Industry

Berkery Noyes, an independent mid-market investment bank, has released its first half 2012 mergers and acquisitions trend report for the Media and Marketing Industry.

The report analyzes merger and acquisition activity in the Media and Marketing Industry for the first half of 2012 and compares it with activity in the four previous six-month periods from 2010 to 2011.

Total transaction volume increased six percent during the last six months, from 784 transactions in second half 2011 to 834 in first half 2012. Meanwhile, total transaction value increased 27 percent, from $24.88 billion to $31.51 billion. Despite this uptick, median enterprise multiples in the industry decreased. The median revenue multiple fell from 1.8x to 1.2x and the median EBITDA multiple declined from 10.0x to 7.8x. However, three segments had median revenue multiples of at least 2.0x: B2B Publishing, Broadcasting, and Exhibitions, Conferences, and Seminars.

Marketing was the most active industry segment for first half 2012, accounting for 262 transactions and surpassing Internet Media in transaction volume during the last twelve months. Although Internet Media activity declined two percent compared to second half 2011, it remained 19 percent above its second half 2010 levels. In the Marketing segment, 47 percent of deals were Digital Marketing transactions, which represented a 10 percent improvement on a half-to-half year basis. WPP Group was the largest acquirer in the Digital Marketing sub-segment as well as the overall Media and Marketing Industry.

The segment with the largest rise in volume in first half 2012 was Exhibitions, Conferences, and Seminars with an 85 percent increase. The median revenue multiple in the segment also increased 26 percent relative to first half 2011, from 1.9x to 2.4x.

Consumer Publishing M&A rose 13 percent, improving for the third consecutive half year period. The segment was led in first half 2012 by Berkshire Hathaway’s acquisitions of Waco Tribune Herald, The Bryan College Station Eagle, and 63 daily newspapers from Media General. In addition, the B2B segment was responsible for three of the top nine deals by value and underwent a 10 percent increase in transaction volume.

M&A volume in the Entertainment segment increased for the fourth straight half year, growing 24 percent in first half 2012. The largest related transaction in first half 2012 was Lionsgate’s acquisition of Summit Entertainment for $700 million. Video games, a sub-classification of Entertainment, rose 30 percent in first half 2012 and accounted for 62 percent of the segment’s deals. There was also a 50 percent increase in social gaming transactions during the last six months. The most notable social gaming deal by value was GREE International’s announced acquisition of Funzio, a mobile game developer, for $210 million.

“As we predicted in the press release for our first quarter report, there has been an impressive increase in M&A pertaining to social gaming,” said Evan Klein, Managing Director at Berkery Noyes. “Of the many possible means of monetizing social games, enticing users to purchase virtual currency and other rewards continues to be the most lucrative model for generating revenue.”

A copy of the FIRST HALF 2012 MEDIA AND MARKETING INDUSTRY M&A REPORT is available here.

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Berkery Noyes releases 2011 year-end Financial Technology & Information Industry M&A Acquisitions Report

Berkery Noyes has released its 2011 Full Year Mergers and Acquisitions Trend Report for the Financial Technology & Information Industry.

The report analyses the sector for 2011 and compares it with similar activity in 2009 and 2010. This market includes information and technology companies in capital markets, payments, banking, insurance and other related financial services.

  • The most active acquirer between 2009 and 2011 was Thomson Reuters with 11 transactions.
  • Total transaction volume in 2011 increased by 2 percent over 2010, from 266 to 271 transactions.
  • Total transaction value in 2011 increased by 43 percent over 2010, from $20.52 billion in 2010 to $29.78 billion this year.
  • The median revenue multiple increased from 2.2x in 2010 to 2.6x in 2011, while the median EBITDA multiple decreased from 13.5x to 11.6x.

There has been a consistent improvement in the number of Capital Markets transactions, which was the only segment that saw an increase from 2010 to 2011. Indeed, the most active market segment tracked by Berkery Noyes between 2009 and 2011 was Capital Markets with 254 transactions, 100 of which were announced or closed in 2011. The segment’s transaction value for the year was $18.17 billion.

“At present we are seeing destructive creativity going on in a number of financial service sectors,” said Peter Ognibene, Berkery Noyes managing director. “For instance, smart phones have become digital wallets and are enabling a host of banking and other mobile commerce activities. There has also been an increase in consumer focus on wealth management strategies. And as always in times of turmoil and uncertainty – there is a desire for more precise and forward looking risk management tools, especially enterprise-wide.”

Click here to read the full report.

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Berkery Noyes releases 2011 year-end Online & Mobile Industry M&A Report

Berkery Noyes has released its 2011 Full Year Mergers and Acquisitions Trend Report for the Online & Mobile Industry. The report analyses the sector for 2011 and compares it with similar activity in 2009 and 2010.

  • Total transaction volume in 2011 increased by 33 percent over 2010, from 1299 in 2010 to 1723 this year.
  • Total transaction value in 2011 increased by 55 percent over 2010, from $46.34 billion in 2010 to $71.95 billion this year.
  • The median revenue multiple rose from 1.9x in 2010 to 2.4x in 2011. The median EBITDA multiple increased from 11.4x to 12.5x.
  • The segment with the largest increase in volume in 2011 over 2010 was E-Marketing & Search with a 53 percent increase from 263 in 2010 to 403 in 2011.

“M&A activity for social media and analytics companies continues to grow as a broader range of players seek to capitalize on this evolution in media and marketing communications,” said Kathleen Thomas, Managing Director at Berkery Noyes. “The world’s largest retailer, Walmart, entered the market in April with their $300 million acquisition of Kosmix Corporation, and Kosmix, now known as @WalmartLabs, has already completed four deals.”

  • Microsoft Corporation’s acquisition of Skype Technologies SA, a portfolio of Silver Lake Partners, was the largest transaction for 2011, with an acquisition price of $9.08 billion.
  • The most active acquirer in the Online & Mobile Industry was Google Inc. with 21 transactions (not including the acquisition of Motorola Mobility).
  • There were 192 financially sponsored transactions with an aggregate value of $11.93 billion, representing 11 percent of the total volume and 16 percent of the total value, respectively.

Total acquisitions involving social media and analytics companies rose 39% from 116 transactions in 2010 to 161 in 2011. The median revenue multiple for this sector between 2009 and 2011 was 5.5x.

Click here for a copy of the Full Year 2011 Online & Mobile Industry M&A Trend Report.

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Berkery Noyes Releases 2011 Year End Online & Mobile Industry Mergers and Acquisitions Report

Berkery Noyes, an independent middle market investment bank, has released its 2011 Full Year Mergers and Acquisitions Trend Report for the Online & Mobile Industry. The report analyses the sector for 2011 and compares it with similar activity in 2009 and 2010.

Median revenue and EBITDA multiples increased from 2010 to 2011. The median revenue multiple went from 1.9x to 2.4x, a 26 percent rise, while the median EBITDA multiple increased from 11.4x to 12.5x. There were 1531 strategic transactions, an increase of 33 percent compared to 2010. Total volume in the Online & Mobile space increased 33 percent over 2010, from 1299 to 1723 transactions.

“M&A activity for social media and analytics companies continues to grow as a broader range of players seek to capitalize on this evolution in media and marketing communications,” said Kathleen Thomas, Managing Director at Berkery Noyes. “The world’s largest retailer, Walmart, entered the market in April with their $300 million acquisition of Kosmix Corporation, and Kosmix, now known as @WalmartLabs, has already completed four deals.”

@WalmartLabs, which is now the retailer’s digital technology division, has been building what they call “the future of commerce” through their “Social Genome,” a database combining billions of tweets, YouTube videos, Facebook messages and more. They claim this will assist shoppers with making decisions through “a broad array of social commerce applications” and ultimately help Walmart achieve greater margins and sales.

Total acquisitions involving social media and analytics companies rose 39% from 116 transactions in 2010 to 161 in 2011. The median revenue multiple for this sector between 2009 and 2011 was 5.5x.

A copy of the Full Year 2011 Online & Mobile Industry Mobile Industry M&A Trend Report is available at the Berkery Noyes website.

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Berkery Noyes releases 2011 Year End Media Trends Report

2011 Key Highlights

  • The largest announced transaction for 2011 was West Australian Newspapers’ acquisition of Seven Media Group, a portfolio company of Kohlberg Kravis Roberts & Co., for $4.15 billion.
  • The segments with the largest disclosed median enterprise value multiples for 2011 were Broadcasting with 3.8x revenue and Internet Media at 17.5x EBITDA.
  • There were 174 fi nancially sponsored transactions with an aggregate value of $11.05 billion, representing 12 percent of the total volume and 20 percent of the total value, respectively.

2011 Key Trends

  • Total transaction volume in 2011 increased by 15 percent over 2010, from 1225 in 2010 to 1409 this year.
  • Total transaction value in 2011 increased by 41 percent over 2010, from $38.31 billion in 2010 to $54.12 billion this year.
  • The median revenue multiple rose from 1.5x in 2010 to 1.9x in 2011. The median EBITDA multiple moved slightly from 10.4x to 10.6x.
  • The segment with the largest increase in volume in 2011 over 2010 was Marketing with a 29 percent increase from 332 transactions in 2010 to 428 transactions in 2011.

M&A Market Overview

  • Berkery Noyes tracked 3572 transactions between 2009 and 2011, of which 1013 disclosed fi nancial terms, and calculated the aggregate transaction value to be $119.95 billion. Based on known transaction values, we project the value of the 2550 undisclosed transactions to be $25.33 billion, totaling $145.27 billion worth of transactions tracked over the past three years.
  • The largest transaction tracked by Berkery Noyes between 2009 and 2011 was Comcast Corporation’s acquisition of NBC Universal, a subsidiary of General Electric Company for $22.85 billion, which was announced in 2009 and closed in 2011.
  • The most active acquirer by volume in the Media and Marketing industry between 2009 and 2011 was Publicis Groupe SA with 39 transactions, 24 of which were announced or closed in 2011.

Visit the Berkery Noyes website to download the full report

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AdMedia’s Industry Survey – 2012 Mergers and Acquisitions Prospects for Media, Marketing Services and Related Technology Firms

AdMedia Partners has released its latest industry survey, “2012 Mergers and Acquisitions Prospects for Media, Marketing Services and Related Technology Firms.’

The report reveals the viewpoints of buyers and sellers regarding 2012 valuations, advertising spending, M&A activity, and key trends affecting all industry participants, such as the changing nature of content delivery, consumption and monetization.

Respondents were generally optimistic about prospects for their industries and their own businesses in the year ahead, and expect that strong M&A activity in 2011 will continue into 2012. They believe there will be an increase in M&A activity driven by strategic buyers with historic amounts of cash on their balance sheets, private equity firms with large amounts of uninvested capital and changing industry dynamics.

Specific survey findings include:

  • Fifty-nine percent of respondents expect to seek an acquisition, up markedly from last year when 40% had the same expectation.
  • Highlighting the fact that significant capital is sitting on the sidelines, 55% of respondents who anticipate making an acquisition expect to fund using existing cash reserves; in addition, 43% expect to raise outside equity (e.g., from a private equity firm) and 27% plan to use debt financing.
  • Almost half of respondents (48%) anticipate contemplating the sale of their company and/or subsidiary operation in 2012, a significant increase over the 36% who expressed this opinion in 2011.
  • Approximately three out of four respondents anticipate that M&A by strategic buyers will be up in 2012.
  • Almost half of respondents anticipate that M&A by financial buyers will be up in 2012.
  • The most popular areas of expansion interest within the services sector were analytics, social and mobile. User-generated content and mobile were hottest topics for content respondents.
  • Respondents predict that valuations will remain strong in 2012, particularly for mobile marketing, social marketing, and digital media firms.

Visit the AdMedia Partners website to download a full copy of the report.

mergermarket Q3 Monthly M&A Insider report

According to the mergermarket Q3 Monthly M&A Insider report (October 2011), global m&a in the first three quarters of 2011 totalled us$1,718bn – a 21.5% increase from the us$1,414.4bn worth of deals registered in the first three quarters of 2010 – and the financial services sector saw an even steeper 37.4% increase during this nine-month window. The first three quarters of 2011 brought us$208.5bn in financial services deals to market, up from us$151.7bn in the same period last year,

Sectors covered by Fusion DigiNet

The largest sector by market share was Energy, Mining and Utilities at 23.1% (835 deals) down 10% (-125 by volume), in 7th place is Business Services at 4.4% (1,159 deals) -17% (+62 by volume), media is in 8th place at 1.9% (279 deals) +23% (no change by volume).

See the full report at mergermarket

Universal Magazines acquires Westwick-Farrow Media

Here is one we missed in August.

Universal Magazines has acquired Westwick-Farrow Media from founding owners Adrian and Yvonne Farrow. The business will retain its current staff and continue to operate from the existing Westwick-Farrow Media offices in Wahroonga on Sydney’s north shore.

Westwick-Farrow Media celebrated its 30th anniversary earlier this year and the acquisition includes titles such as What’s New in Electronics, What’s New in Process Technology, Radio Comms Asia-Pacific and Voice+Data. The acquisition will enhance Universal’s ability to grow further by entering into new trade publishing markets in Australia, New Zealand and Asia.

“We have always been interested in opportunities to advance Universal’s position as a dominant media company and today’s news represents such an opportunity to expand our presence into new domestic and international trade markets,” said Prema Perera, CEO of Universal Magazines. “Most importantly, the deal emphasises Universal’s commitment to and belief in print as well as digital media, as magazines continue to be profitable tools of communication for advertisers who want to reach engaged and receptive audiences.

Universal plans to maintain much of the original operating structure. Current Associate Publisher Geoff Hird, who has been with Westwick-Farrow for more than 21 years and is Chairman of Publishers Australia, will stay on in his new role as Publisher of the Westwick- Farrow businesses.

Australia, Sydney

FriendFinder Networks acquires BDM Global Ventures

FriendFinder Networks an internet and technology company providing services in the expanding markets of social networking and web-based video sharing, has acquired BDM Global Ventures Ltd., the company which owns the operations of JigoCity, for a combination of stock and warrants.  The merger consideration consists of approximately 1.6 million shares of FFN common stock and approximately 6.4 million FFN warrants with exercise prices ranging from $5.00-$18.00 per share.  Assuming the cashless exercise of all the warrants at the highest exercise price, the merger consideration will be approximately $65 million.

JigoCity is a global social commerce organisation providing daily deals. They have 150 employees and provide services in around 20 cities and offices in Australia, Hong Kong, Singapore, Malaysia, Taiwan, China,South Korea, Brazil and Los Angeles. The company has plans to expand into additional countries by year end. JigoCity generated revenue of approximately $600,000 in July and approximately $1.1 million in August and has grown its user base to over 1 million members.

JigoCity is led by an experienced management team including Founder and Chief Executive Officer Tony Bobulinski, Founder and Chief Marketing Officer Michael Dorman and Founder and Chief Strategy Officer Joshua Mallamud. Following the acquisition, JigoCity will retain its brand identity while benefiting from FriendFinder Networks’ website traffic and user base. JigoCity will remain based in Los Angeles, CA with its Asia Regional Headquarters in Shanghai, China.

Marc Bell, Chief Executive Officer of FriendFinder Networks Inc. said, “We are expanding into today’s rapidly growing social commerce environment and we are very excited about the new possibilities this acquisition presents. Not only are we acquiring a growing and successful social commerce company, we believe we are gaining an additional avenue to monetize our foreign markets. China and the Asia-Pacific region represent one of the fastest growing areas of the world in terms of economic growth, internet usage and middle and upper class consumers. In addition, we believe this acquisition demonstrates the innovative ways we continue to leverage our large user base and the web traffic generated by our network of websites.”

USA, Sunnyvale, CA, Los Angeles, CA & China, Shanghai

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