RWS Holdings plc to acquire life sciences language services provider LUZ

rwsRWS Holdings plc, a provider of intellectual property support services (patent translations, international patent filing solutions and searches), commercial translations and linguistic validation, is to acquire LUZ, Inc., a US based life sciences language services provider for $82.5 million. RWS is placing 12.1 million new Ordinary Shares to raise £40 million to part-fund the Acquisition. The balance will be funded from a new $26.3 million banking facility with Barclays Bank as well as existing RWS cash resources.The acquisition is expected to complete on 17 February 2017 following completion of the Placing.

luzBased in San Francisco with around 100 employees, LUZ is a life sciences translation provider, specialising in medical devices and regulatory activities. LUZ services a number of the world’s leading pharmaceutical and medical device manufacturers. Services include translation, desktop publishing, client review coordination, and project management.

In the year to 31 December 2016, LUZ delivered revenue of $29.2 million (2015: $23.7 million; 2014: $21.2 million) and operating profit of $7.7 million (2015: $3.6 million; 2014: $3.4 million).

The operational management team of LUZ is expected to continue in current roles; the founders and current owners will exit in full after a short transition period.

Andrew Brode, Chairman of RWS, commented: “We are delighted to be acquiring LUZ which, together with CTi, will strengthen the Enlarged Group as a leading player in the global Life Sciences translation space, with a significant presence across North America, Europe and Asia. We are also pleased with the level of support we have received from existing shareholders and new institutional investors in the Placing.”

UK, Chalfont St Peter & USA, San Francisco, CA

Wilmington acquires JMH Publishing Limited (Wellards)

WilmingtonWilmington plc has acquired JMH Publishing  Ltd, a UK provider of specialist and accredited online education for the healthcare industry and owner of the trading brand “Wellards“.

As part of Wilmington, Wellards will become the principal education and training platform for the Insight division and will benefit from Wilmington’s enhanced healthcare market access, both in the UK and in mainland Europe.

WellardsWilmington is acquiring Wellards for an initial consideration of £4.2m payable in cash. Wellards is being acquired with £1.3m of cash in its balance sheet. A final payment of up to £0.9m in March 2016 will be made once the final net current asset position has been agreed.

Wellards, established in 1990 is based in Kent, England and is managed by its founder John Heath, CEO who will remain with the business for a transitional period of one year.

Wellards runs over 70 online courses and has more than 25,000 registered users. Subjects covered include critical areas for pharma industry representatives such as market access and financial flows, clinical modules of key therapy areas such as cancer, diabetes and cardiovascular health, ABPI code and compliance. Over 70% of its revenue is generated by its online training portal, Wellards Academy, which services the needs of UK pharmaceutical and Medtech commercial staff.

In the twelve month period ended 31 October 20151, revenue per the unaudited management accounts was £2.0m, an increase of 12 percent on the same period in 2014 and the adjusted profit before interest, amortisation and taxation was £0.6m1.  Gross assets were 2.0m1. Over 70% of its revenue is subscription based with over 90% renewal rates.

Pedro Ros, Chief Executive Officer of Wilmington, said: “I am delighted to welcome Wellards to Wilmington; its addition completes one of our strategic objectives of having information, education and networking capabilities for each of our knowledge areas. I am particularly excited by the scalability of the online products both in the broader healthcare industry and internationally where we can utilise our existing market access in particular to the French and German healthcare markets.”

UK, London & Eridge, East Sussex

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LinkedIn is to acquire lynda.com for around $1.5Bn

Screen Shot 2015-04-16 at 14.28.51LinkedIn is to acquire lynda.com, an online learning company teaching business, technology and creative skills. Based in Carpinteria, CA, lynda.com was co-founded in 1995 by Lynda Weinman and Bruce Heavin.

The transaction is valued at approximately $1.5 billion, approximately 52 percent cash and 48 percent stock and is expected to close during the second quarter of 2015. Most members of the lynda.com team are expected to join LinkedIn.

Through a subscription to lynda.com’s service, individual members and organisations have access to a comprehensive collection of courses taught by industry experts, offered in English, German, French, Spanish, and Japanese. In addition to individual subscribers, lynda.com serves corporate, government and educational organizations through its lyndaEnterprise, lyndaPro, lyndaCampus, lyndaLibrary and lyndaKiosk products.

“The mission of LinkedIn and the mission of lynda.com are highly aligned. Both companies seek to help professionals be better at what they do,” said Jeff Weiner, CEO of LinkedIn. “lynda.com’s extensive library of premium video content helps empower people to develop the skills needed to accelerate their careers. When integrated with the hundreds of millions of members and millions of jobs on LinkedIn, lynda.com can change the way in which people connect to opportunity.”

Further Reading:

Ryan Roslansky, head of global content products at LinkedIn, blogged in more detail about the acquisition here. Jeff Weiner, CEO of LinkedIn, wrote a post about the acquisition here, and Lynda Weinman, co-founder of lynda.com,  posted about it here.

Mountain View, CA & Carpinteria, CA

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Tribal Group acquires Callista Software Services 

tribalTribal Group plc, a provider of software and services for education management, has acquired Callista Software Services Pty Ltd, a provider of student management systems to the Australian university market for AUD 3.4 million.

Callista, which is based in Geelong and Melbourne, Australia, provides its software to a quarter of all Australian universities.   Its unaudited revenue  for the year ended 31 December 2014 was AUD 15.9 million, and operating profit was AUD 1.6 million.   The value of gross assets at 31 December 2014 was AUD 14.1 million.  Tribal will pay a total consideration of AUD 3.6 million in cash in equal instalments over a three year period.

Keith Evans, Chief Executive of Tribal, commented: “This transaction continues Tribal’s development in Australia, and allows us swiftly to offer our proven university software capabilities to an increased number of new customers across Australia.  Following our acquisition of Sky Software and Human Edge in 2014, and our recently announced contract wins in Queensland and Tasmania, Tribal is now a leading student management software provider to each of the university, college and schools markets in Australia.

UK, Bristol & Australia, Geelong, Victoria

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Tribal Group acquires Human Edge Software Corporation in Australia

tribalTribal Group, a provider of technology enabled management solutions to the international education, learning and training markets, has acquired Human Edge Software Corporation Pty Ltd, a provider of student management systems primarily to the Australian schools market.

Human Edge is headquartered in Melbourne, Australia, with a software development centre based in Manila, Philippines. Human Edge systems support approximately 1,900 schools and education management organisations throughout Australia and South East Asia.

The Human Edge installed customer base is predominantly in non-state operated Catholic and private schools in New South Wales and Victoria. This is highly complementary to the New South Wales state school network across which Tribal’s software is currently being deployed through the New South Wales Student Administration and Learning Management (SALM) programme. Following completion of the SALM programme, Tribal expects to be providing student management systems to over 25% of schools across Australia.

The acquisition is expected to be earnings accretive in its first full year in the Tribal Group. Total consideration for the entire share capital of Human Edge on a debt-free/cash-free basis will be A$15.23 million, satisfied in cash.

The unaudited revenue and normalised operating profit of Human Edge for the year ended 30 June 2013 was A$7.3m and A$2.0m respectively and the value of gross assets at that date was A$13.0m.

Keith Evans, Chief Executive of Tribal, commented: “Our strategic focus is to deliver technology-based systems and solutions which support management teams across education institutions. Bringing together Human Edge with our work for the New South Wales SALM programme establishes Tribal as a leading provider of schools management solutions in Australia and enhances our existing global credentials in schools student management systems.”

UK, Bristol & Australia, Melbourne

Learning Technologies Group acquires games studio Preloaded

ltgLearning Technologies Group plc, an e-learning company, has acquired Preloaded Limited for an initial consideration of approximately £2.2 million including anticipated cash in the balance sheet of Preloaded on completion of £1.47 million.

Preloaded was founded in 2000 and has a leading reputation as a BAFTA winning applied games studio, designing games to utilise the power of gaming to engage, educate and communicate in the areas of Learning, Health, Engagement and Training. Preloaded works for organisations across the education, entertainment, publishing, advertising and broadcasting sectors with clients including Amplify (a subsidiary of News Corp), Disney, Science Museum Group, Wellcome and the BBC.

In its unaudited management accounts for the year ended 31 March 2014, Preloaded generated revenues of £1.8 million, EBITDA of £0.59 million and profit before tax of £0.57 million. Net assets as at 31 March 2014 are estimated at £1.6 million.

LTG has agreed to acquire Preloaded for £2.2 million, to be satisfied by approximately £1.6 million in cash (of which £1.2 million will be paid upon completion and it is expected that £0.4 million will be paid during the first twelve months) and 3,125,000 ordinary shares (the “Consideration Shares”) in LTG. Further consideration of up to £3.4 million may be payable to be satisfied in ordinary shares, dependent on financial performance.

Jonathan Satchell, CEO of LTG, commented: “This exciting acquisition will bring additional skillsets, clients and talent to the Group, opening up a new avenue in the important discipline of learning games and simulations for LTG to satisfy the growing demand for e-learning.  Preloaded complements our existing businesses Epic and the recently acquired LINE and brings substantial opportunity to grow organically.”

UK, Brighton, West Sussex & London

 

Wilmington Group – financial results for the six months ended 31 December 2013

wilmington-logoWilmington Group plc, the provider of Information, Compliance and Education to professional markets today announces its interim results for the six months ended 31 December 2013.

 

Financial highlights

  • Adjusted EBITA increased 15% to £8.2m (2012: £7.1m)
  • Adjusted EBITA margin improved to 19.0% (2012: 17.4%)
  • Adjusted Profit before Tax was up 18% to £7.1m (2012: £6.0m)
  • Adjusted Earnings per Share were up 14% at 6.2p (2012: 5.5p)
  • Group revenues for the period increased 5% to £43.1m (2012: £40.9m)
  • Profit before tax at £3.7m (2012: £5.1m)
  • Deferred revenue increased by 23% to £19.2m (2012: £15.6m)
  • Resumption of progressive dividend policy; interim dividend increased from 3.5p to 3.6p

Operational highlights

  • Acquisition of Compliance Week
  • Growing international revenues; now 35% of consolidated revenue (2012: 29%)
  • Subscriptions and repeatable revenue at 77% (2012:77%)
  • Disposal of surplus freehold property for £700,000 in cash
  • Strong momentum in Banking & Compliance and Pensions & Insurance
  • Some challenging conditions in Healthcare and Legal markets

Current Trading

Trading in line with management expectations, outlook for 2014 remains unchanged

Wilmington also announced today that Charles Brady is to retire as Group Chief Executive. Until the right successor is in place, Brady will remain as CEO..

Mark Asplin, Chairman, said, “Wilmington has had a good start to 2014. Recent acquisitions have been integrated and are contributing to Group performance. Our bigger businesses Banking & Compliance and Pensions & Insurance are performing well with each enjoying strong organic growth. As expected, Legal had a difficult end to the Legal CPD year and continues to face challenging market conditions. There have also been strong competitive pressures in our Healthcare division but our prognosis for the medium term is encouraging with new products and potentially new markets opening up for us.

Given our solid performance overall I am pleased to report that we have decided to reinstate our progressive dividend policy. In addition, cash flow is strong enabling us to invest in important internal systems which will provide the foundation for future growth, re-engineer the way we interact with our customers and transform the way we run our businesses.

The overall trading environment has not changed significantly since the full year 2013 results announcement.  Wilmington is a well-balanced business which is increasingly international and, as we move into the second half, our financial performance is on track to support our current expectations for the full year.”

For full details and notes on the accounts, click here.

UK, London

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