World Energy Solutions acquires Northeast Energy Partners

October 16, 2012 — Fusion DigiNet

World Energy Solutions, an energy management services firm, has acquired Northeast Energy Partners, a privately-held Enfield, CT-based energy management and procurement company, for approximately $7.9 million in cash plus an additional $5.2 million in seller notes and potential earn-outs.

“NEP is a perfect strategic fit for us,” said Phil Adams, CEO of World Energy Solutions. “The acquisition advances our goal of becoming the national leader in energy procurement for the mid-market segment, building on our purchase last year of GSE Consulting. The deal also brings us a roster of new customers in utility territories with active incentive programs where we can cross-sell our energy efficiency services. By helping clients lower the price they pay for energy, reduce the amount they consume, and maximize available incentives, we are providing a winning formula for lowering total energy cost.”

Added Jim Parslow, CFO of World Energy Solutions: “With the purchase of NEP, we are continuing to execute our growth strategy, supplementing strong organic growth with the acquisition of profitable, cash-generating companies that have predictable revenues and cash flows. Buying companies with these attributes allows us to use their cash flows to fund earn-outs and other considerations. We are financing this deal primarily with debt to minimize shareholder dilution, and we expect our purchase to be accretive and to have a positive impact on our top-line revenue, EBITDA and backlog.”

Founded in 2000 in response to natural gas and electricity deregulation in the Connecticut and Massachusetts markets, NEP established itself as one of the top energy brokerages in New England, specializing in the needs of small and mid-size businesses. With annual revenues topping $5 million, NEP currently employs 17, all of whom will be retained by World Energy. The Company will continue to operate in Enfield.

“Joining forces with a national energy management leader like World Energy will enable us to attract new customers, better serve our existing base, and provide our employees with exciting growth opportunities,” said Russ Monroe, President, Northeast Energy Partners. “World Energy’s approach to lowering a customer’s total energy cost is a compelling one, and our combined capability to execute it is going to make a big impact on how energy management gets done here and across the country.”

USA, Hartford, CT & Worcester, MA

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Chime Communications to acquire pH Associates for up to £14M

October 16, 2012 — Fusion DigiNet

Chime Communications plc, the communications and sports marketing group, is to acquire pH Associates Limited, a company providing market access and data to the pharmaceutical industry, for an initial consideration of £6.92 million.

The initial consideration comprises £6.07 million in cash, and £0.85 million in cash representing working capital of PHA at acquisition that is surplus to requirements after PHA joins the group.

Chime is acquiring the business from PHA’s two owner Directors; Kate Peperell and Lesley Howell. Following completion, Kate and Lesley will continue to develop PHA as part of Chime’s healthcare division, OPEN Health.  PHA’s clients include: Abbott, Janssen Cilag, Novartis and Sanofi.

PHA reported revenue of £1.7 million for the year ended 30 September 2011 and operating profit of £584,000. The gross assets of PHA were £966,000 as at 30 September 2011.

Further tranches of deferred contingent consideration totalling a maximum of approximately £14 million, may be payable depending upon the future trading performance of PHA. Three such tranches may be payable, in 2013, 2014, and 2016. In the case of 2014 and 2016, at Chime’s option up to 20% of the deferred consideration may be satisfied through the issue of new Chime ordinary shares.

UK, London & Marlow, Buckinghamshire

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Pearson acquires online learning business EmbanetCompass for $650M

October 16, 2012 — Fusion DigiNet

Pearson PLC has acquired EmbanetCompass from an investor group led by Technology Crossover Ventures and Knowledge Universe, for $650m in cash.

EmbanetCompass partners with leading non-profit colleges and universities in North America to provide online learning solutions for more than 100 university programmes. It provides a range of services including: programme design and development, marketing and student recruitment, faculty training and support, data-driven student retention and learning analytics; student services (counselling, tutoring, mentoring), technology support and launch funding.

Institutional services are one of the fastest growing areas of the US higher education market. Out of 6,700 degree-granting institutions in the US, approximately 175 institutions engage third-party vendors to power online programmes. Of a total post-secondary student population of 22 million, 2.5 million participate in purely online programmes with over 6 million taking at least one online course. Pearson believes the number of students learning online and the number of institutions serving those students will grow rapidly, as academic institutions seek low-risk and cost-effective ways to better serve new and existing customers by boosting student access, affordability, achievement and retention.

EmbanetCompass revenues have grown strongly in each of the last three years and are expected to be approximately $130m in 2012. The transaction is subject to a Hart-Scott-Rodino review. Pearson expects the acquisition to enhance adjusted earnings per share and to generate a return on invested capital above Pearson’s weighted average cost of capital from 2014.

Will Ethridge, CEO of Pearson North America, said, “The acquisition of EmbanetCompass extends Pearson’s investment in two areas where we see great opportunities for growth and impact-online education and educational services.  The combination of Pearson and EmbanetCompass creates the premier provider of online learning and education services and will further enable us to advance the goals of the institutions and students we serve with innovative and proven programs.”

Founded in 1995, with locations in Chicago, Orlando, and Toronto, EmbanetCompass has 580 employees and is headed by Steve Fireng. He will stay on as CEO of EmbanetCompass and as a senior executive at Pearson.

UK, London & USA, Chicago, IL

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ITV acquires Finish Indie Tarinatalo

October 16, 2012 — Fusion DigiNet

ITV has acquired Finnish producer Tarinatalo as the company continues to build a strong international content business, a key part of its Transformation Plan.

Together with the recently acquired Norwegian indie Mediacircus, the acquisition provides ITV Studios, which already has a base in Sweden, with a production footprint in three of the Nordic countries.

Tarinatalo, which was founded in 1997, specialises in factual entertainment, reality and lifestyle programming.  It was also involved in co-producing the 2007 Eurovision song contest, which was held in Helsinki where the company is based.

Tarinatalo will produce 50 hours of programming this year across 11 shows ranging from pilot game show What Was That? and long running, ratings hit Antiques, Antiques on YLE TV1, through to the brand new series of Dragon’s Den on Nelonen.

Paul Buccieri, Managing Director of ITV Studios International and President and CEO ITV Studios America, said, “Tarinatalo is a terrific fit as we progress with growing our business globally.  It is an extremely creative production company and has built fantastic relationships with Finnish broadcasters.  It not only has a wonderful portfolio of hit shows but also has a huge number of great ideas in development as well. The company has expanded quickly not only in terms of its size, but also in the programme genres it covers, as well as with its licensing and online activity. We are looking forward to working with the team to help it continue to grow and develop creatively.”

The Tarinatalo team will become part of ITV Studios Nordic.

UK, London & Finland, Helsinki

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Informa acquires Zephyr Associates for $62M

October 16, 2012 — Fusion DigiNet

Informa plc, the business information and events group, has acquired  Zephyr Associates from Kemmons Wilson Companies for a consideration of $62m in cash.

Founded in 1994 and based in Lake Tahoe, Zephyr is a provider of integrated business intelligence and decision support solutions for investment and wealth management professionals. Serving more than 800 international customers across the investment management industry, it offers sophisticated and functional analytical tools that help investment professionals make informed decisions about investment products and portfolio construction.

Zephyr’s high-end analytical platform and extensive customer base is highly complementary to the products and services offered by Informa Investment Solutions (“IIS”) and the combined offering is expected to lead to good growth opportunities. Informa expects the acquisition to generate an attractive return on invested capital from 2013.

Peter Rigby, Chief Executive of Informa said, “The acquisition of Zephyr is perfectly aligned with Informa’s strategy to focus on high quality, digital subscription revenues attracting strong renewal rates and attractive cash dynamics. It is a great fit with our existing business in this area and will enhance our leading market position, ensuring a healthy return on investment.”

UK, London & USA, Zephyr Cove, NV

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MITIE acquires home care service provider Enara

October 16, 2012 — Fusion DigiNet

MITIE Group PLC, the strategic outsourcing company, has acquired Enara Group Limited, from August Equity LLP and Enara’s senior management team, for a total consideration of £110.8m on a cash and debt free basis. Enara is the fourth largest provider of home care services in the UK and will give MITIE a scalable platform to compete in the growing outsourced health and social care sector.

Enara provides high quality home care in the UK, delivering a wide range of services to people who require help and support due to illness, disability or infirmity. The business cares for people via local authority, NHS and private pay agreements.

For the year ending 31 March 2013, Enara is expected to have revenue of £93m and operating profit before amortisation of £10.1m. Costs of approximately £5m are expected to be incurred within the first 12 months following the completion of the acquisition to support its integration into MITIE. The gross assets of the business are £97.3m*. The acquisition is expected to be earnings enhancing before integration costs in the year ending 31 March 2013 and thereafter. The acquisition has been funded by the use of new bridge debt facilities of £150m provided by existing lenders to the group, which will be refinanced into longer term debt facilities in due course.

The community care market is a significant strategic opportunity for MITIE and an ideal entry point into the health and social care sector. The demographic and economic drivers of an ageing population, together with on-going cost pressure is encouraging a shift both from hospitals and residential care homes towards greater care in the community. The provision of this care is increasingly being outsourced by local councils and health authorities to the private sector, generating significant opportunities for growth.

The home care business will utilise MITIE’s expertise in developing and motivating a large and diverse team of people and will benefit from both innovations in quality and the use of technology and efficiencies that can be introduced from MITIE’s existing infrastructure. MITIE intends to support the public provision of integrated healthcare by working with the NHS and local authorities to combine community based rehabilitation, elderly and long term care with social care functions.

MITIE has created a dedicated Health Advisory Board to develop the strategic direction of its healthcare offering. The board will comprise Dr Andy Dun, Managing Director of Enara, two MITIE representatives and three independent, non-executive directors who bring extensive experience of the healthcare sector. The independent directors include Edward Lavelle (former regulatory operations director of Monitor, the independent regulator of NHS foundation trusts) and James Barlow (Professor of Technology and Innovation Management Healthcare at the Imperial College London Business School).

Ruby McGregor-Smith CBE, Chief Executive of MITIE, said: “We are delighted to have made this strategic acquisition, which establishes us as a market leader in home care. Enara will provide us with a step-change in our service proposition as well as a platform to grow in the wider healthcare sector. We welcome Enara’s people to MITIE.”

Dr Andy Dun, Managing Director of Enara, said: “Enara has been providing high quality home care in the UK since 1996 and we are very proud of our excellent reputation with the people we care for and their families. We look forward to developing the business and working as part of MITIE.”

UK, Bristol

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A Fusion Deal: Kingsman SA, the Switzerland-based provider of price information and analytics for the global sugar and biofuels markets, to be acquired by Platts

October 16, 2012 — Fusion DigiNet

Fusion Corporate Partners are pleased to announce our latest deal. Platts, a McGraw-Hill division and leading global provider of energy, petrochemicals and metals information, has signed a definitive agreement to acquire Kingsman SA, a privately-held, Switzerland-based provider of price information and analytics for the global sugar and biofuels markets. Paul Slight, Director at Fusion acted exclusively for the vendors.

The acquisition, whose purchase price was not disclosed, is expected to close on November 1, subject to customary closing conditions.

“McGraw-Hill is pleased to add Kingsman to our wonderful stable of world-class businesses,” said Harold McGraw III, chairman, president and chief executive officer for The McGraw-Hill Companies. “As we move to separate our education company from our financial and commodities intelligence businesses at the end of the year, this acquisition strengthens our leading position as providers of essential intelligence in the capital and commodity markets.”

“Kingsman is widely recognized as the leading global brand for sugar market data and analytics,” said Larry Neal, president of Platts. “Our acquisition of Kingsman deepens Platts’ capabilities in biofuels and gives us a springboard for growth in the global agricultural markets. It also reinforces our commitment to becoming a leader in market analytics as well as news and price information.”

Neal noted that agriculture is a large, complex global commodity market similar to other markets that Platts serves. “It requires the level of pricing expertise that Platts can uniquely offer,” he said, “and, with its broad range of sub-sectors, it presents multiple opportunities for Platts to develop benchmarks that support market evolution and enhance price transparency.”

Founded in 1990 and based in Lausanne, Kingsman employs analysts, researchers and report writers in key markets including London, Montreal, New Delhi and Sao Paulo. It serves a global clientele of producers, traders, refiners, financial institutions and end-users, offering a variety of subscription publications covering sugar, ethanol and biodiesel.

With its prime focus on market analysis, supply and demand fundamentals and trade flows, Kingsman complements Platts’ long-standing expertise in reporting news, assessing prices and explaining the factors driving those prices.

“This is a great move for Kingsman. We will benefit from the strong market position Platts enjoys across a wide range of commodities, the broad operational footprint it has around the world, and its cohesive global sales force. These strengths will enable Kingsman to better serve customers and more quickly expand its business globally,” said Jonathan Kingsman, the company’s founder.

“Most notably,” he added, “Platts’ technology capabilities will enable Kingsman to provide new market data services and expanded web offerings.”

Platts and Kingsman provide complementary biofuels services covering Asia, Europe and the Americas. Platts has covered the biofuels market for many years with news and prices featured in its oil and petrochemicals information services.

Recently, Platts launched a portfolio of dedicated biofuels information products, including a newsletter, a real-time alert and market data package.

Kingsman, whose business originally focused on the sugar markets, moved into the adjacent ethanol and biodiesel sectors as alternative green fuels were developed in the early 2000s. It currently offers a range of daily, weekly and monthly reports covering ethanol and biodiesel as well as sugar.

USA, New York, NY & Switzerland, Lusanne

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Energy Assets Group acquires Gazprom Global Energy Solutions

October 12, 2012 — Fusion DigiNet

Energy Assets, a large independent provider of gas metering services to the UK Industrial and Commercial market, is to acquire Gazprom Global Energy Solutions Limited (GGES) for an enterprise value of £13.5m. GGES is a wholly owned subsidiary Gazprom Marketing & Trading Ltd. The deal comprises of an initial cash consideration of £6.0m, potential cash earn-out payment of £3.0m (payable dependent upon the level of data logger installations carried out by Energy Assets) and existing GGES debt of £4.5m that is to be refinanced upon acquisition.

Based in Manchester, GGES is part of the Gazprom group, one of the world’s largest energy companies, and provides fully integrated Metering, Automated Meter Reading (“AMR”) and Siteworks services to gas suppliers and blue-chip clients across the I&C sector. GGES manages a portfolio of approximately c.27,000 data points across gas, water and electricity sectors. When combined with Energy Assets’ existing portfolio of c.21,000 data loggers.

Completion of the GGES acquisition will significantly enhance each of the Energy Assets business divisions, providing additional scale and expertise to the Group whilst formalising the metering and technical services’ relationship built with Gazprom Energy over time. The acquisition brings with it GGES’s AMR technology for both gas and water applications, low power radio data collection technology and a range of products and IP. Gazprom will retain the rights to use the IP in the AMR technology in Russia, Germany and the FSU countries.

The acquisition of GGES also includes a Meter Asset Management (MAM) agreement that will see Energy Assets appointed as the primary Meter Asset Manager for Gazprom Energy’s UK portfolio. The deal also provides Energy Assets with an exclusivity period during which it will install new metering assets and undertake meter exchanges across Gazprom Energy’s existing and new UK portfolio as it seeks delivery of its advanced metering strategy in line with the Department of Environment and Climate Change proposals and its customers’ energy management needs.

Energy Assets currently manages a portfolio of c.53,000 meters in the I&C sector, and as such, completion of this metering programme has the potential to more than double the current Energy Assets portfolio.

In addition to the metering agreement, the acquisition provides for Gazprom Energy and Energy Assets to work in partnership to provide both AMR and Siteworks through a separate, exclusive, AMR and Siteworks agreement.

Transaction consideration will be funded from the £11.7m of net proceeds raised from the Group’s flotation on the London Stock Exchange in March this year, in line with the stated IPO strategy of pursuing attractive opportunities such as this large-scale meter installation programme.

For the year to 31 December 2011, GGES generated revenues of £5.1m and profit before tax of £0.2m, which is reported after the deduction of intra-group charges. The directors believe that combining the resources of both businesses will further enhance earnings expectations for financial year 2013/14 onwards.

At that date GGES had gross assets of £6.5m.

Phil Bellamy-Lee, Chief Executive of Energy Assets, said, “I am delighted to announce the acquisition of Gazprom Global Energy Solutions from Gazprom Marketing & Trading Ltd, one of the fastest growing energy companies in Europe. This transaction provides Energy Assets with a fantastic opportunity to continue the development of the long standing relationship between the two companies and is a significant step in the delivery of Energy Assets’ strategy to increase meter asset management and ownership as set out at the time of the IPO.

UK, Scotland, Livingston

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Penske Media Corporation acquires Variety from Reed Business Information

October 9, 2012 — Fusion DigiNet

Penske Media Corporation, a digital media and publishing company, has purchased Variety from Reed Business Information, part of Reed Elsevier. Terms of the asset purchase agreement between the parties were not disclosed.

Jay Penske, Chairman and Chief Executive Officer of PMC, said, “Since 1905, Variety has been the world’s premier entertainment news source, and is today one of the most recognized global media brands.  We are thrilled to welcome Variety and its exceptional team into the PMC organization.  As part of this significant acquisition, we plan to rapidly build upon Variety’s foundation while extending this invaluable brand’s presence across the web, broadcast, mobile, and international markets.”

“We are enthusiastic that PMC will become the new steward of the great Variety franchise, which Reed Elsevier has built over the past 25 years, and the Silverman family for the 80 years before that,” said Neil Stiles, President of Variety. He added, “PMC is uniquely positioned to preserve and build the market presence of Variety.  Their shared values and complementary assets provides for many new opportunities for the business model and brand.”

For more than a century, Variety has set the standard for comprehensive and relevant entertainment industry news, with resolute attention to the highest journalistic standards. The Variety business today includes Daily Variety, Weekly Variety, Conferences & Events, along with Variety.com’s searchable archives, interactive box office charting, credits database, film and television data business, in-depth industry calendar, and reviews dating back to 1914.

Mark Kelsey, CEO of Reed Business Information, said: “Variety is an iconic title serving the film and entertainment industry for more than 100 years. With RBI’s increasing focus on data services, it makes sense for us to sell the Variety business. Variety has an incredibly talented team who have successfully innovated and expanded the franchise in industry news and analysis. I have no doubt the business will continue to thrive under PMC’s ownership.”

“We couldn’t be more excited to now operate two of the finest brands in business of entertainment category,” said Nic Paul, SVP Entertainment Sales at PMC. He added, “Deadline.com’s supremacy in breaking news, and Variety’s extraordinary content and industry analysis, coupled with readership that combines key industry decision makers and influencers, creates a compelling value proposition for our partners and advertisers.”

Debt and equity financing for the transaction was provided by affiliates of Third Point LLC.  Evercore Partners advised Reed Elsevier on the sale transaction.

USA, Los Angeles

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Utilitywise acquires Clouds Environmental Consultancy Limited

October 2, 2012 — Fusion DigiNet

Utilitywise, a leading independent utility cost management consultancy which was admitted to AIM on 12 June 2012,has acquired independent energy consultancy Clouds Environmental Consultancy Limited.

Clouds, based in Portsmouth, is an independent consultancy specialising in energy management services which are designed to help clients identify areas of potential energy and cost savings. Its team of highly qualified energy consultants helps businesses effectively manage their clients’ energy and environmental impact and, in so doing, improve resource efficiency and reduce business overheads. The Clouds team will continue to operate from Portsmouth and will provide Utilitywise with additional technical capabilities for its suite of energy management products.

The total consideration is for a maximum of £985,000 with an initial £600,000 paid on completion, (subject to adjustment on the basis of completion accounts) with the balance of up to £385,000 payable over the next 12 months, depending on certain EBITDA targets being met. The acquisition will be financed equally from the Company’s cash resources and through the issue of new ordinary shares in Utilitywise.  Clouds reported revenue of £945,000 and EBITDA of £185,000 in the year ending 30 April 2012.

With capacity to grow the Clouds team, the acquisition will provide Utilitywise with a new base from which to address the South of England, and further extends its coverage of the UK market. Clouds has a range of products and services which complement and extend the existing Utilitywise offerings in the areas of legislative Compliance, Auditing and Surveying and Feasibility and Design. They have an established market presence in both the public and private sectors and will bring to Utilitywise an extensive customer base, including customers such as British Airways, Telefonica O2, Eli Lilly, Thales, NHS Heath Trusts and The National Gallery

Geoff Thompson, Chief Executive of Utilitywise, commented, “We are pleased to have completed our first acquisition since admission to AIM in June 2012.  It has been our stated strategy to complement our organic growth with acquisitions that enhance and broaden our products and services. We have followed Clouds’ progress for many years and I am confident that their team of market leading energy consultants, strong customer base and geographic platform will be of great long term benefit to Utilitywise.”

UK, South Shields and Portsmouth

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