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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Pearson to acquire English language training company Grupo Multi in Brazil

Pearson2Pearson is to acquire 100% of Grupo Multi, the adult English Language Training company in Brazil. Pearson will acquire Grupo Multi from the Martins family, the company’s 78% majority shareholders, and the investment firm Kinea for approximately £440m (R$1.7bn) in cash and the assumption of £65m (R$0.25bn) of debt.

multiGrupo Multi is the largest provider of private language schools in Brazil serving over 800,000 students across more than 2,600 franchised schools. It primarily delivers English language courses through a range of school brands including Wizard, Yazigi, Microlins and Skill. Pearson already has approximately 500,000 students in K12 schools through its sistemas business in Brazil.

Brazil is one of the world’s largest English Language Learning markets with the English Language Training market estimated to be worth £2bn (R$7bn) and a total of 2.8 million students enrolled across children, teenage and adult age groups. It is expected to grow rapidly supported by an expanding middle class population and greater coverage of the addressable market by franchise schools.

This growth is fuelled by the fact that English language fluency in Brazil is low by international standards. In addition, a shortage of English speakers in key sectors including tourism, transportation, and hospitality is considered to be one of Brazil’s challenges as it prepares to host high-profile global events including the World Cup and the Olympics.

John Fallon, chief executive of Pearson, said:

“Brazilians’ appetite for learning English as a global language of business and trade shows every sign of continuing to grow rapidly as Brazil becomes a global player in commerce, travel and a host of other industries.

Over the past twenty five years, Grupo Multi has become the most respected English learning company in Brazil by offering high quality affordable English language learning that has made a real impact on the lives of its students. We intend to sustain and grow the business, helping many more young Brazilians to acquire the English language skills that will help them succeed in their careers.”

The transaction is subject to a regulatory review that Pearson expects to be completed in the first half of 2014. In 2012, Grupo Multi generated operating profits of £42m (R$130m) and at 31 December 2012 had gross assets of £200m (R$667m). During 2014, Grupo Multi will be integrated into Pearson’s Professional Line of Business and Growth geographic segment. In 2015, Pearson expects a full year contribution from Grupo Multi to enhance adjusted earnings per share and to generate a return on invested capital slightly above Pearson’s weighted average cost of capital.

Morgan Stanley acted as financial adviser to Pearson on this transaction.

UK, London & Brazil, São Paul0

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Amazon.com to acquire TenMarks

amazon1Amazon.com is to acquire TenMarks, a company that offers personalised online math instruction and practice in a clear, manageable format for K-12 students. The terms of the deal were not disclosed. The acquisition is expected to close in the fourth quarter of 2013.

tenmarks“Amazon and TenMarks share the same passion for student learning. TenMarks’s award-winning math programs have been used by tens of thousands of schools and Amazon engages with millions of students around the world through our Kindle ecosystem,” said Dave Limp, Vice President, Amazon Kindle. “Together, Amazon and TenMarks intend to develop rich educational content and applications, across multiple platforms, that we think teachers, parents and students will love.”

USA, Seattle, WA

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Informa completes the disposal of its five Corporate Training businesses.

informa2Informa plc has completed  the disposal of its five Corporate Training businesses to Providence Equity Partners.

The initial consideration of $165m, consists of $100m in cash (net of indebtedness and working capital adjustments on completion) and a $65m vendor loan. The vendor loan is for a maximum term of 6.5 years and attracts a PIK interest rate of 1% in the first two years, rising to 10% in the third year with a further 1% per annum increase thereafter.

providenceequityMore more information see Fusion DigiNet’s July 2013 article here.

UK, London

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RPS acquires geological consultancy and training company Ichron

RPSlogoRPS has acquired Ichron Limited, a UK based consultancy providing geological and training services to the international oil and gas sector, for a total consideration of £12.5 million.

Founded in 1995, Ichron has its offices and a geological sample preparation and analysis laboratory in Cheshire, UK. The company, comprising 46 permanent staff and additional part time specialist associates, works primarily on projects in Europe, Africa and the Middle East. Its specialist services include reservoir geology, biostratigraphy and chemical stratigraphy.

ichron-logo@2x.jpgIchron provides RPS with further capability in the Group’s established and growing oil and gas consultancy markets.  The services provided by Ichron are complementary with existing RPS international capabilities.

The four vendors of the business, together with all employees, are remaining with RPS.

In the year ended 31 December 2012, Ichron had revenues of £6.3 million and profit before tax of £2.1 million, after adjustment for non-recurring items.  Net assets at 31 December 2012 were £1.1 million. Gross assets at 31 December 2012 were £2.2 million.

RPS is acquiring the entire share capital of Ichron for a maximum total consideration of £12.5 million, all payable in cash. Consideration paid to the vendors at completion was £6.6 million. Subject to certain operational conditions being met, two further sums of £2.6 million, will be paid to the vendors on the first and second anniversaries of the transaction. Following completion and on finalisation of the closing balance sheet, a further sum, estimated at £0.7 million, will also be payable to the vendors.

Alan Hearne, Chief Executive of RPS, said, “Ichron has an excellent reputation and track record. Its skills will add to our existing capabilities in growing specialist areas and provide us with a platform for further growth.

UK, Abingdon, Oxfordshire & Northwich, Cheshire

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