Ascential acquires Flywheel Digital for $60M

November 1, 2018 — Fusion DigiNet

Ascential plcGlobal specialist information and events company Ascential plc is to acquire Flywheel Digital, a leading US-based provider of managed services to consumer product companies trading on Amazon, for an initial cash consideration of $60 million plus earn out payments payable over three years.

Founded in 2014, Flywheel offers customers Amazon-specific software, tools and expertise to drive sales and brand performance across Amazon platforms by directly actioning solutions for clients. Flywheel’s proprietary platforms and processes optimise brands’ online operations, including merchandising, supply logistics and media management. Flywheel primarily serves large-scale US consumer product companies, with more than 70 customers and more than 90 staff based in Baltimore and Seattle.

The initial consideration of US$60m (subject to normal working capital adjustments) is being paid out of Ascential’s existing cash reserves using capital released from the sale of the Exhibitions business. Earn out consideration is payable in cash based on the revenue of the business for the next three years to 2021 and is expected to total between approximately US$47m and US$196m. A portion of the earn out is subject to the founders remaining in employment with the company. The total potential consideration, including both initial consideration and earn out payments, is capped at US$400m in the event that extremely stretching revenue levels are reached.

In the year ended December 2017, Flywheel grew its revenue by more than 150% and delivered unaudited profit before tax of $4.8m. It had gross assets of $23.9m at December 2017. The transaction is expected to be earnings accretive in Ascential’s current financial year.

Flywheel will report to Duncan Painter, CEO of Ascential. The business will be reported as part of Ascential’s Sales segment alongside the newly integrated Edge business (comprising One Click Retail, Clavis, Planet Retail RNG and Brand View) which offers a range of insight and advisory solutions to improve performance across Amazon and other eCommerce platforms.

Duncan Painter, CEO of Ascential, commented, ‘We have a clear focus on providing information and capabilities that enable our customers to succeed in the digital economy. The acquisition of Flywheel is in line with this strategy, further strengthening our offerings in eCommerce for brands navigating the digital market places, particularly Amazon.’

UK, London & USA, Seattle, WA

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UK Government tightens entrepreneurs relief rules

October 29, 2018 — Fusion DigiNet
Philip Hammond

The Rt Hon Philip Hammond

UK Chancellor Philip Hammond today delivered his Autumn 2018 Budget.

A change to the minimum period qualifying rule for capital gains tax via entrepreneurs relief will effect the tax paid by some business owners on selling their businesses. Entrepreneurs’ relief reduces the amount of Capital Gains Tax paid on disposals of businesses, or shares in a personal company, by offering a reduced 10% tax rate on up to £10m worth of lifetime gains.

The Chancellor announced that from 6 April 2019 the minimum period throughout which the qualifying conditions for relief must be met will be extended from 12 months to 24 months. The extension of the qualifying period is designed to dis-incentivise shareholders from making a quick sale. There had been calls from both sides of the house to scrap the relief.

Read the Policy Paper for the 2018 Budget here. The details of the change to entrepreneurs relief are given in section 4.7 Enterprise Tax.

UK

 

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IBM to acquire Red Hat for $34bn

October 28, 2018 — Fusion DigiNet

IBMIBM and Red Hat, the world’s leading provider of open source cloud software, have reached a definitive agreement under which IBM will acquire all of the issued and outstanding common shares of Red Hat for $190.00 per share in cash, representing a total enterprise value of approximately $34 billion.

Red Hat is a leading provider of enterprise open source software solutions, using a community-powered approach to deliver reliable and high-performing Linux, hybridRed Hat cloud, container, and Kubernetes technologies. Red Hat helps customers integrate new and existing IT applications, develop cloud-native applications, standardize on our industry-leading operating system, and automate, secure, and manage complex environments.

Ginni Rometty, IBM Chairman, President and Chief Executive Officer, said, “The acquisition of Red Hat is a game-changer. It changes everything about the cloud market. IBM will become the world’s #1 hybrid cloud provider, offering companies the only open cloud solution that will unlock the full value of the cloud for their businesses. Most companies today are only 20 percent along their cloud journey, renting compute power to cut costs. The next 80 percent is about unlocking real business value and driving growth. This is the next chapter of the cloud. It requires shifting business applications to hybrid cloud, extracting more data and optimizing every part of the business, from supply chains to sales.”

Upon closing of the acquisition, Red Hat will join IBM’s Hybrid Cloud team as a distinct unit, preserving the independence and neutrality of Red Hat’s open source development heritage and commitment, current product portfolio and go-to-market strategy, and unique development culture. Red Hat will continue to be led by Jim Whitehurst and Red Hat’s current management team. Jim Whitehurst also will join IBM’s senior management team and report to Ginni Rometty. IBM intends to maintain Red Hat’s headquarters, facilities, brands and practices.

USA, Armonk, NY and Raleigh, NC

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A Fusion Deal: Integer Research sold to Argus Media

October 19, 2018 — Fusion DigiNet

ArgusInteger Research an independent provider of specialist market intelligence and analysis, consultancy services and conferences has has been sold to Argus Media, the global energy and commodity price reporting agency. Fusion Corporate Partners acted as corporate advisor for Integer Research. The Fusion team was led by Paul Kelly, Director at Fusion. The terms of the deals were not disclosed.

Integer provides the fertilizer, wire and cable, and emissions control markets with specialist economic and financial analysis, market forecasts, strategy, and benchmarking information, as well as global conferences.

paul-kelly_f_1_120_1

Paul Kelly

Speaking about the sale, Fusion’s Paul Kelly said, “I’ve known Integer Directors Tim Cheyne, and Oliver Hatfield for four years; I met their third partner, Philip Radbourne at the start of the process. They are a highly professional team with great industry knowledge and expertise. Integer is a great fit with Argus and they will do very well. I wish them every success”.

Integer Managing Director Tim Cheyne added, “This is a natural cultural and strategic fit for Integer and we are excited to build on Argus’ existing global expertise in commodity markets and leverage its technology and platform strengths to the benefit of our customers.”

Argus Media Chairman and Chief Executive Adrian Binks said, “Argus’ acquisition of Integer will expand the range and depth of services we offer to our customers. Integer has a unique product offering and this, combined with Argus’ global reach and scale, will offer users powerful market intelligence and insight.”

Argus first entered the global fertilizer markets with the acquisition of price reporting and events business FMB Consultants in 2011. A company sale project also managed by Fusion Corporate Partners. In 2014 Fusion sold Metal Pages to Argus.

UK, London

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Other Fusion Deals:

Media & Business Information

Exhibitions & Conferences

Business Support Services and Energy & Environmental Services

 

MORE FUSION DEALS

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Terrapinn acquires Solar and Storage Live

October 18, 2018 — Fusion DigiNet
TerrapinnTerrapinn, the global events company, announced today that it has acquired Solar and Storage Live from Solar Media. The terms of the transaction were not disclosed.
Solar and Storage Live is the UK’s leading solar and storage exhibition, conference and awards.
Terrapinn’s CEO Greg Hitchen said, “Solar and Storage Live is a great opportunity to extend our market commitment to the Solar and Renewables space. It fits really well with our Solar Show events which run in South Africa, The Philippines, Vietnam, Egypt and Sri Lanka. And having a show in the UK is really exciting for us.”
Dom Barklem, MD of Solar Media, said, “This move will further enable us to focus on business intelligence, strengthen our global conference portfolio and continue to provide market-leading news content across multiple titles. Our commitment to the UK solar market remains, and we’re excited to support Terrapinn in the growth of Solar and Storage Live.”
Solar Media will continue to support the marketing of Solar and Storage Live.
UK, London
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Access Intelligence acquires P3C Media

October 15, 2018 — Fusion DigiNet

Access IntelligenceMedia and information company Access Intelligence has acquired P3C Media, owner of The Public-Private Partnership (P3) Conference and Expo, the leading education and networking event for P3 leaders from government and industry to discuss infrastructure challenges and innovations in project delivery, procurement, life cycle asset management and solutions. The terms of the deal were not disclosed.

Founded in 2012 by P3C Media President Eric Iravani, the company’s premier events attract senior representatives from government, higher education institutions, and leading firms in the global construction and financial markets. Today, P3C Media has several vertical events that surround their flagship Public-Private Partnership Conference, including: The P3 Water Summit, The P3 Airport Summit, The P3 Higher Education Summit and The P3 Federal Conference.

Don Pazour, CEO of Access Intelligence, said, “P3C Media has been at the forefront of the burgeoning private-public partnership space for many years and has firmly established itself as the market leader for bringing together top government, industry and financial leaders across several verticals in the P3 marketplace. We are delighted to add the P3C Media brand to our company’s portfolio, to welcome an extremely talented team into our family, and to fast-track our leadership position in the P3 marketplace.”

Upcoming P3C Media events include The P3 Federal Conference Nov. 27-28 in Washington, DC and The Public-Private Conference & Expo, March 4-6 in Dallas, TX. The Public-Private Partnership Conference & Expo is one of the largest gatherings of government and construction professionals in the United States.

USA, Rockville, MD & New York, NY

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Blackstone acquires the NEC Group

October 15, 2018 — Fusion DigiNet

BlackstonePrivate equity funds managed by Blackstone have acquired the National Exhibition Centre Group, a leading live events venue operator in the UK, from LDC, the private equity arm of Lloyds Banking Group.

Founded in 1976, the NEC has grown into the UK’s live events business of choice for organisers, exhibitors and visitors, playing host to over seven million guests and 750 events every year. The NEC includes Birmingham’s National Exhibition Centre, the International Convention Centre, the Genting Arena and Arena Birmingham among its assets as well as caterer Amadeus and national ticketing agency The Ticket Factory.

The National Exhibition Centre hosts many of the largest exhibitions in the UK, including Crufts, the internationally acclaimed dog show, Spring Fair, the UK’s largest exhibition, and Grand Designs Live. The NEC is also due to host nine sports as part of the 2022 Commonwealth Games.

LDC originally backed a management buyout of the Group in January 2015. Since then, it has supported a four-year transformation programme to enhance sites, facilities and customer experience and broaden the range of events across the Group’s portfolio, supported by significant capital investment.

Paul Thandi, Chief Executive of the NEC Group, said: “Blackstone’s track record in scaling companies, sector knowledge and unrivalled real estate capabilities, make them the ideal new partner for NEC Group to realise the next phase of our ambitious growth strategy. All of our teams and partners look forward to working closely with the world class team as we embark on becoming the definitive name in events and exhibitions, while continuing to focus on innovations and new customer experience offerings for all our customer groups.”

Lionel Assant, European Head of Private Equity at Blackstone, added: “Under the leadership of Paul Thandi, a best in class management team and the support of LDC, the NEC has transformed its main site into a leading leisure, entertainment and business destination, which continues to benefit from a diverse customer base. We have tremendous respect for what has been achieved; NEC Group is iconic and we are excited about our new partnership as we look to leverage our firm’s capabilities in support of the team.”

USA, New York, NY & UK, London

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CloserStill Media acquires a majority stake in The eLearning Guild in the US

October 15, 2018 — Fusion DigiNet

CloserStillCloserStill Media has acquired a majority stake in FocusZone Media, Inc., operating as The eLearning Guild, for an undisclosed sum. The eLearning Guild has a 40,000+ membership community of learning and development professionals in the United States and across the world. The Guild operates major conferences and exhibitions including DevLearn (Las Vegas, NV), Learning Solutions (Orlando, FL) and Realities 360 (San Jose, CL) and has a number of digital publications as well as research and online events.

CloserStill runs the world’s leading workplace learning event brand, Learning Technologies, with three market leading annual events in London, Berlin (with Online Educa) and Paris, a global digital community and the industry’s leading awards programme for corporate learning and development professionals. The London event in February is Europe’s largest annual exhibition and conference for the workplace learning sector attracting more than 8,000 attendees and over 200 exhibitors.

CloserStill’s Learning Group Managing Director, Mark Penton, said, “We are delighted to welcome The eLearning Guild and their impressive event portfolio to our growing global network and are incredibly excited by the huge opportunities this will create. And most importantly, we look forward to enhancing the collaboration between our family of learning brands and their learning communities around the world.”

USA, Santa Rosa, CL & UK, London

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Blue Ant acquires Saloon Media

October 11, 2018 — Fusion DigiNet

Blue Ant MediaCanadian broadcaster, producer and distributor Blue Ant Media has acquired Toronto-based factual production company Saloon Media as part of its ongoing expansion in North America. The move will see Saloon’s CEO Michael Kot, executive producers Steve Gamester and Paul Kilback, and head of production Betty Orr join Blue Ant’s global production unit. The terms of the transaction were not disclosed.

Blue Ant has already brought NHNZ (New Zealand), Beach House Pictures (Singapore), Antenna Pictures (London), Blue Ant Digital Studios (LA), Look Mom! Productions (Toronto) and Northern Pictures (Sydney) under the unit’s control in recent years.

Saloon launched in 2013, and recent credits include the CSA-nominated series Mummies Alive for History (Canada), Smithsonian Channel (US) and Yesterday (UK). It has also worked on Tornado Hunters for CMT, coproduced See No Evil for Investigation Discovery with UK indie Arrow Media, and made Hunting Nazi Treasure for History (Canada), American Heroes Channel (US) and More4 (UK).

Sam Sniderman, Blue Ant’s EVP global production, said, ““Blue Ant Media is committed to growing its content business in both Canada and the United States. The acquisition of Saloon Media is a key step in the execution of this strategy, as their award-winning factual content and notable creative talent fit perfectly within our content growth strategy in North America.”

Canada, Toronto

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ITE acquires Mining Indaba from Euromoney for £30.1M

October 3, 2018 — Fusion DigiNet

ITE Group plcITE Group is to acquire Mining Indaba from Euromoney Institutional Investor plc in a deal worth £30.1 million on a cash-free, debt-free basis. The acquisition includes an initial cash consideration of £20 million to be paid on completion, with a deferred cash consideration of £10.1 million to be paid in June 2019. The acquisition will be funded from a combination of ITE’s existing cash resources and bank borrowing.

Mining Indaba is a leading event dedicated to bringing together mining and investment experts involved in Africa. The exhibition, held in Cape Town, South Africa, was founded in 1995 and marked its 24th edition in February 2018. The next edition is scheduled for 4–7 February 2019. In the year to 28 February 2018, which encompasses the 2018 event, ITE says Mining Indaba generated sales of £7.2 million (US$9.36 million) and EBITDA of £3.7 million. As at 28 February 2018, Mining Indaba reported gross assets, excluding cash, of £600,000.

ITE chief executive officer Mark Shashoua said, “We are delighted to be able to add Mining Indaba, another well-regarded must-attend event, to our portfolio. This acquisition is consistent with our stated strategy of making disciplined and value-enhancing acquisitions of market-leading events and Mining Indaba is also highly complementary to our AOW exhibition. We believe the acquisition will deliver value for our shareholders and consolidate our position as an organiser of must-attend international industry events.”

UK, London

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