PHSC plc to acquire QCS International

July 17, 2012 — Fusion DigiNet

PHSC plc, the Aylesford-based provider of health, safety and environmental services to corporate and public sector clients, is to acquires QCS International Limited (QCS). The acquisition will complete on 31 July 2012.

QCS is a company incorporated in Scotland, and was established in 1987. The company specialises in quality, environmental, and health and safety management systems and assists organisations by providing practical support and training in systems such as ISO 9001, ISO 14001, OHSAS 18001 and ISO 13485.

QCS achieved adjusted operating profits of approximately £100,000 in the year to April 2011 according to unaudited management accounts that have been substantiated as part of the due diligence process. The consideration payable will be £160,000 in cash, together with the issue of 79,186 new ordinary shares in the capital of the Company at completion, £160,000 on the first anniversary and a final payment of between £40,000 and £80,000 two years after completion, subject to certain targets being achieved.

The cash and cash-equivalent net assets of QCS will be purchased £ for £ after the preparation of completion accounts. Application will be made to the London Stock Exchange for the 79,186 new ordinary shares to be admitted to trading on AIM, with admission expected to take place on 1 August 2012. Following admission of the new ordinary shares, PHSC will have a total of 10,461,159 ordinary shares in issue.

The acquisition of QCS will enable the Group to offer a number of new services. It will also help to expand the Scottish marketplace for the Group, in that QCS will be able to introduce all of the Company’s services to their existing clients.

One of the Company’s existing subsidiaries, Quality Leisure Management Limited, already has a strong client base in Scotland. While around 20 percent of QLM’s customers are in Scotland, clients are currently serviced from personnel based in England. The acquisition will enable QLM to run a satellite operation from QCS’ Scottish offices.

Rosalynne Shields, currently Commercial Director of QCS, is to become Managing Director upon completion and to remain with QCS for a minimum of two years. She will replace Mike Izon, who will resign from the board and leave the company. All other QCS personnel will stay in post, and the company will continue to operate from its leasehold premises in Cumbernauld.

UK, Aylesford & Cumberland

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Argus Media acquires DeWitt & Company

July 15, 2012 — Fusion DigiNet

Global energy and commodity price reporting agency Argus Media has acquired DeWitt & Company, a provider of market assessments and business intelligence to the petrochemical industries. Terms of the acquisition were not disclosed.

DeWitt provides valuable and unique intelligence on the global petrochemicals markets. DeWitt’s reports cover global trade and pricing for aromatics, olefins, butadiene, methanol, MTBE, hydrocarbon resins and other petrochemicals. Founded in 1973, DeWitt publishes nearly 200 price references, which are widely used for benchmark pricing and analytical purposes. DeWitt also performs bespoke consulting services and publishes multi-client studies.

Argus Media chairman and chief executive Adrian Binks said: “We are delighted to welcome DeWitt to Argus. DeWitt is a well known and respected brand within the petrochemicals sector and is a natural complement to Argus’ existing strength in crude oil, refined petroleum products and LPG. DeWitt has an excellent reputation for providing intelligent insight and detailed analysis to its impressive range of customers. We look forward to working with DeWitt to develop our combined product offering further.”

DeWitt senior vice president Edgar Acosta said: “We are very pleased to be joining Argus and benefiting from Argus’ international reach and wide product range. We will be able to offer enhanced services to our customers and we will be developing new products together to meet the needs of our combined customer base.”

UK, London and USA, Houston

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Digg sold to Betaworks for just $500K

July 13, 2012 — Fusion DigiNet

Digg CEO Matt Williams has announced on the company blog that social media pioneer Digg has been sold to Betaworks. Details of the deal were not disclosed. However, the Wall Street Journal is reporting that Digg, once valued at more than $160 million dollars, was sold for just $500,000. The reason for the price drop is likely due to Digg’s lack of valuable technology

Digg has raised $45 million in four rounds of venture funding since its formation in 2004. None of dig’s employees are to join Betaworks.

Betaworks founder John Borthwick, who is to be the CEO of the new Digg, said “betaworks has acquired the core assets of Digg. Digg is one of the great internet brands, and it has meant a great deal to millions of users over the years. It was a pioneer in community-driven news. We are turning Digg back into a startup. Low budget, small team, fast cycles.”

USA, New York, NY & San Francisco, CA

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Ron Sachs Communications acquires What’s Next Marketing

July 11, 2012 — Fusion DigiNet

Ron Sachs Communications has acquired What’s Next Marketing, a full-service social/digital media/marketing practice.

“In just three years of existence, What’s Next Marketing has made an extraordinary impact in the ever-evolving world of media and digital marketing — establishing itself as an emerging dominant player in the field,” said Ron Sachs, president and CEO of Ron Sachs Communications. “We respect and recognize that founder Ryan Cohn has been at the forefront of thought leadership about the convergence of media platforms – and his team’s abilities will be great assets for our firm.”

The Sachs firm acquisition includes all of What’s Next Marketing’s key staff, clients and resources. Cohn will head the Sachs digital media division. Key staff leadership at What’s Next Marketing joining the Sachs team includes Brian O’Toole, the digital operation’s creative director.

USA, Tallahassee. FL

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CRISIL acquires Coalition Development

July 10, 2012 — Fusion DigiNet

The McGraw-Hill Companies, Inc., a division of Standard & Poor’s has acquired Coalition Development, a privately-held U.K. analytics company, and its subsidiaries. Coalition provides high-end analytics to leading global investment banks and other financial services firms. Coalition will be part of CRISIL’s Global Research & Analytics business.

“This acquisition reflects our commitment to helping customers succeed in the knowledge economy and also our strategic focus on high-growth businesses,” said Harold McGraw III, Chairman, President and Chief Executive Officer of McGraw-Hill. “CRISIL is a leading provider of research and analytics services to the world’s top financial institutions and corporations. The acquisition of Coalition will expand CRISIL’s presence in the fast-growing high-end analytical space to reach more global customers and markets. CRISIL already operates in research centers located in Argentina, China, India and Poland.”

Coalition provides high-end analytics, mainly to leading global investment banks. The company was founded in 2002 and is headquartered in the U.K. Coalition deploys unique proprietary analytics and algorithms covering market size, revenue dynamics and human capital. Coalition’s analytics provide a clear, actionable picture of the markets and are used by boards, strategy teams and top management at leading investment banks.

Coalition Development Limited were advised by Osborne Clarke. Mike Turner led the transaction assisted by Thomas Colmer and Mathias Loertscher and Prashant Mara and Ranjini Ghose of OC’s India desk.  Sheppard Mullin Richter & Hampton LLP, led by Linda Giunta Michaelson, provided US assistance.

UK, London and India, Mumbai

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A Fusion Deal: Econsultancy sold to Centaur

July 10, 2012 — Fusion DigiNet

Fusion Corporate Partners are pleased to announce our latest deal, the sale of Econsultancy.com Limited to business information and events group Centaur Media plc.

Econsultancy is a leading digital and events-led information provider to the global digital marketing and e-commerce community in the UK, with a growing presence in the USA, Middle East, Asia and Australia. Econsultancy’s revenues stem from subscriptions, events, training, professional qualifications and media. The company has approximately 110,000 registered users and approximately 5,000 subscribers.

Centaur are paying an initial consideration of £12m in cash, with deferred consideration of up to £38m due in 2016, based on EBITDA performance for the year ending December 2015.

Econsultancy was founded in 1999. In the financial year to 31 December 2011, Econsultancy reported revenues of £6.6m (representing an increase of 50 per cent. on the prior period) and adjusted EBITDA of £1.1m. Econsultancy’s CEO and key executives will remain with the business following the acquisition

The acquisition is a key part of the strategy to transform the Centaur Group into a predominantly digital and events-led business. The deal complements Centaur’s market-leading publications, events and digital services in the marketing, design and creative sectors.

Geoff Wilmot, Centaur Chief Executive, said, “The earnings enhancing acquisition of Econsultancy provides us with an exciting opportunity to acquire a leading information brand in a high growth sector with global potential which fits well with Centaur products including Marketing Week and New Media Age. Econsultancy is highly complementary with Centaur and gives us a prominent position in the rapidly growing digital marketing sector with the opportunity to scale internationally. We see considerable potential for collaborative growth through leveraging our existing position in marketing and the development of high value, paid-for information services.”

Paul Slight, Director at Fusion, said, “We were delighted to work with the team at Econsultancy. The company has become the leading source of independent advice and insight on digital marketing and ecommerce. It will be an excellent fit with Centaur products.”

UK, London

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OTHER FUSION DEALS:

Media and Information

Business Services
Events, Broadcast and Other deals
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dapd acquires Associated Press France

July 7, 2012 — Fusion DigiNet

German news agency group dapd media holding AG, via its French subsidiary Sipa News, has taken over the French service of the international news agency Associated Press. After Sipa Press and Diora News, this is the third company dapd has taken over in France. This takeover makes dapd the largest agency partner of Associated Press worldwide. Terms of the deal were not disclosed.

Associated Press, a leading global news agency, entered the French market at the beginning of the 20th century. The firm has existed in its present form since 1945. Associated Press’s French office produces content in English for its worldwide service and also offers a photo and video service.

“With the purchase of Associated Press French Language Service, in the future dapd will be able to offer media and companies the whole range of agency services from one source,” said Michael Cremer, leader of dapd’s Europe expansion team. The takeover is preceded by many years of cooperation between Sipa and Associated Press. Sipa has sold photographic material from the American agency since 2001 in France. Sipa retains the exclusive right of use worldwide of international Associated Press news for francophone countries.

Germany, Berlin & France, Paris

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Kantar to acquire a majority stake in Press Index S.A. in France

July 6, 2012 — Fusion DigiNet

WPP’s wholly-owned operating network Kantar, an information, insight and consultancy group, is to acquire 87% of the share capital of Press Index S.A. in France at a price of EUR 6.81 per share.

On completion, Kantar will file with the French Market Authority, l’Autorité des marchés financiers, a cash simplified public tender offer to purchase the outstanding shares of Press Index for the same price per share.

If, at the end of the public tender offer, the non-tendered shares held by the minority shareholders represent less than 5% of the share capital and voting rights of Press Index, Kantar intends to implement a squeeze-out procedure.

Founded in 1997 and headquartered in Boulogne Billancourt (near Paris), Press Index is a search and media intelligence agency which has pioneered the press electronic monitoring business.  The agency employs around 210 people across offices in France, UK, Spain and Italy.

Press Index’s consolidated audited revenues for the year ended 31 December 2011 were EUR 17.5 million, with gross assets of EUR 12 million as at the same date.

UK, London and France, Boulogne Billancourt

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Porta acquires Twenty 20 Media Vision

July 6, 2012 — Fusion DigiNet

Porta Communications PLC has  taken a majority stake in Twenty 20 Media Vision in a deal that values the company at up to £1.9 million.

Twenty 20 Media Vision is a full service media planning and buying agency based in Tunbridge Wells. It was founded just two years ago. Twenty 20 Media Vision has a client base from a range of sectors, such as entertainment, luxury, retail and healthcare; including Carpetright, Fat Face, Raymond Weil Watches, Wren Kitchens and Gieves and Hawkes.

Deal details:

Porta Communications has taken a 90% share. The maximum consideration payable will be linked to profits generated by Twenty 20 Media Vision over the next full year. The initial consideration of £370,000 will paid £40,000 in cash and through the issue of 3,300,000 new ordinary shares of 10p each. Additionally, deferred consideration of up to £1,530,000 will be payable subject to Twenty 20 Media Vision generating profits before tax for the year to 30 September 2013 of in excess of £500,000. The maximum deferred consideration will be paid as up to £300,000 in cash and the balance in new shares. If profits fall below £500,000 then the consideration will be scaled back on the following basis: for every £50,000 shortfall in profit, the consideration will be reduced by £190,000 in the same cash to shares ratio as the maximum deferred consideration (being approximately 20 : 80), by such a factor until only the initial consideration is payable.

Porta Chief Executive, David Wright stated that: “Twenty 20 represents another key element in the Porta business plan. It not only represents the first significant development by Porta in the advertising space, but also provides the Group both the management expertise and market presence to further develop its plans for the sector. We are looking to build on this strong base with further acquisitions in the near future.”

UK, London & Tunbridge Wells, Kent

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Progressive Digital Media Group acquires Kable from Guardian News and Media

July 5, 2012 — Fusion DigiNet

Progressive Digital Media Group has acquired Kable from Guardian News and Media. Kable tracks local government’s technology expenditure plans for suppliers hunting contracts. Kable provides business information, tactical intelligence, research, analysis and consultancy to a number of the UK’s leading blue chip companies. Terms of the deal were not disclosed.

PDMG said in their announcement that the acquisition “is in line with PDMG’s stated strategy of growing its exposure to subscription-based content revenue streams“

Kable was acquired by Guardian News and Media just five years ago in a deal managed on behalf of the shareholders by Fusion Corporate Partners.

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