TClarke plc acquires Eton Associates

tclarkeTClarke plc, a building services group, has acquired Eton Associates Limited a London based privately owned control systems specialist offering a variety of Building Management Systems.

ETON specialises in installing and maintaining sophisticated building controls systems on complex office buildings.  Recent projects ETON has been involved with include, 20 Fenchurch Street, Chiswick Park, One Canada Square, Bloomberg London, Lacon House and Angel Court.

TClarke has paid an initial cash consideration of £1.5 million, and a further £0.5 million will be released following agreement of the final completion accounts.  A further £0.6 million will be payable subject to earnings targets being met in the two years to 4th August 2019.

For the year ended 31 May 2016 (the latest financial period for which audited results are available), ETON reported revenues of £9.5 million and a pre-tax profit of £0.3 million.  As at 31 May 2016 it had gross assets of £3.2 million and net assets of £0.7 million.

ETON employs around 80 people and is currently based in London Docklands with a manufacturing plant in Essex.  The intention is to co-locate the operations of ETON at TCLarke’s London Head Office at Moorgate and at their prefabrication facility at Stansted.

Mark Lawrence, CEO of TClarke commented, “We welcome the ETON team to TClarke and I am confident that the business will reach new potential as part of a larger group enabling them to build upon the scale and number of projects undertaken.  Increasingly, our clients are demanding ever more sophisticated systems to control their buildings.  With this acquisition we are able to deliver a joined up ability to meet these demands.

Jamie Ward and Graham Millward were the two principal directors and owners of the business. Ward will remain with the business for a minimum of two years and Millward will remain available as a consultant to the business for a two-year period. 

UK, London

Keywords acquires La Marque Rose, Asrec, Dune Sound and Around the Word – all in Paris

keywordsKeywords Studios, a technical services provider to the video games industry, has acquires La Marque Rose SARL, Asrec SAS and the subsidiary companies of holding company, Dune Media SAS, trading as Dune Sound and Around the Word, which are all based in Paris and provide audio recording and localisation services to the video games industry internationally.

The businesses being acquired have combined annual revenues of €9.0 million and profit before tax of €0.9 million. The total aggregate consideration payable is €6.6 million on day one and up to a further €1.0 million over the two years to 31 December 2019, based on meeting performance targets for the combined businesses. Of the total aggregate consideration of up to €7.6 million, up to €6.7 million is in cash, and the remainder through the issue of 75,796 new ordinary shares in Keywords. Of this total, 9,534 new shares will be issued on day one (and are subject to a 12 month hard lock-in) and the balance will be issued on the first anniversary of completion.

Keywords intends to integrate La Marque Rose, Dune Sound, Around the Word and Asrec with their existing recording studio in Paris (acquired as part of the Synthesis acquisition in April 2016).  The scale of the combined operation will support an investment of around €1m in new audio recording studios and offices that will accommodate all 50 employees in a single location.

All but one of the six founders and shareholders will remain in the businesses with Michel Golgevit, founder of Dune being appointed as CEO of the combined companies.

La Marque Rose, founded in 1989, provides expertise in translation, project management and voice direction – from video game localization to dubbing of TV shows, trailers and ads. Established in 1998, Dune Sound (audio recording) and Around the Word (game localisation), which also has a small presence in Germany and in Canada, are together the largest providers of French language video game localisation.  Asrec started in 2010 and has been providing Keywords, Synthesis and Binari Sonori with French audio recording for the past four years.

Fulvio Sioli, European Managing Director of Keywords Studios, commented:

“These acquisitions are an important milestone in the development of our Localisation and Audio Services business lines in Europe. While the trend for game developers and publishers to increasingly source all languages from a single provider is clear, some clients continue to want to transact separately for individual languages. This is still most prevalent for those regarded as pillar languages of which French is probably still the most important.  The combination of La Marque Rose, Dune Sound, Around the Word and Asrec with our existing Keywords studio, gives us a leading share of this games production work.

Ireland, Dublin & France, Paris

Centaur completes the acquisition of MarketMakers

centaur-logoCentaur Media Plc has completed the acquisition of MarketMakers Incorporated Limited, an integrated marketing services businesses. The initial consideration is £13.4 million, followed by a deferred earnout amount based on EBITDA performance. 

MarketMakers had revenues of £11.4 million and adjusted EBITDA of £1.7 million for year ended 31 December 2016. It is ranked as the No.1 telemarketing agency in the UK by B2B Marketing and has achieved growth in revenues of 27% over the last three years.

Read the original Fusion DigiNet article Centaur acquires MarketMakers

The acquisition  follows the completion of the disposal of Centaur’s B2C division, Home Interest, on 1 August 2017.

Andria Vidler, Chief Executive, commented:

“Both the acquisition of MarketMakers and the disposal of Home Interest will help accelerate the transformation of Centaur into a pure B2B focussed business. These transactions will provide our increasingly professional customer base with a range of higher value-added products and services.”

UK, London

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WPP invests in VR/AR company Within Unlimited in the US

wppWPP has made a strategic investment in Within Unlimited, Inc., a US-based virtual reality/augmented reality entertainment and technology company

Within creates and produces virtual reality content and also curates content from third parties, which it distributes through the Within app.

Partners and content collaborators include Apple, The New York Times, NBC Universal, Vice, 21st Century Fox, and Alphabet Inc. Within employs over 35 people and is based in Los Angeles with an office in San Francisco. It was founded in 2014. Within is led by film maker and music video director Chris Milk and technologist Aaron Koblin.

UK, London & USA, Los Angeles, CA

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Blackstone Acquires Clarion Events

ClarionPrivate equity firm Blackstone has acquired Clarion Events from Providence Equity Partners.

The terms of the deal were not disclosed, but it is being reported that Blackstone pre-empted the second round of an auction for Clarion by submitting a £600 million bid to Providence. Rival bidders included Cinven and Xio, the Chinese investment company.

Founded in 1947, headquartered in London and with almost 1000 employees in 13 offices worldwide, Clarion operates over 180 events and exhibitions in more than 50 countries globally across a range of vertical markets, including Retail & Home, Gaming, Defence and Security, Technology and Energy. Clarion’s best known events include The Olympia Horse Show, House & Garden Show and the Conde Nast Traveller Luxury Fair.

Lionel Assant, Head of European Private Equity at Blackstone, said: “We are delighted to invest in Clarion and back Chairman Simon Kimble and CEO Russell Wilcox in the company’s next chapter.  Clarion’s leading position in its markets combined with its strong management team will enable the company to continue growing both organically and through M&A.  Blackstone has a significant track record of investing in media businesses as well as buy and build platforms.  We look forward to working together with management to capitalise on its success.”

Providence, which acquired Clarion in 2015 for around £200 million, has an option to reinvest a portion of its proceeds from the sale into Clarion.

Russell Wilcox, CEO of Clarion Events, added: “We are extremely excited about our new partnership with Blackstone and see a great future going forward.  The management team has enjoyed an immensely productive and successful relationship with Providence, who have been tremendous partners over the last two years.  We have been impressed with Blackstone’s ambition and approach.  With their support and strategic leadership, we will be looking to expand our global platform even further, both through consistent organic growth and the successful integration of acquisitions into the portfolio.”

Further reporting

UK, London

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Sizmek to Acquire Rocket Fuel for $125.5M

SismekSizmek, an advertising technology company owned by PE firm Vector Capital, is to acquire Rocket Fuel a technology company that offers a Predictive Marketing Platform designed to help marketers & their agencies connect with consumers through digital media, for $125.5 million, or $2.60 per share in cash, valuing Rocket Fuel at approximately $145 million. Rocket Fuel trades on the NASDAQ Global Select Market under the ticker symbol “FUEL.

“The acquisition of Rocket Fuel brings omni-channel creativity and AI-enabled decisioning together under one roof, providing our clients with a self-service predictive marketing platform that optimizes campaigns across the entire media plan,” said Dr. Mark Grether, Executive Chairman of Sizmek.

Collectively, Sizmek and Rocket Fuel service more than 20,000 advertisers and 3,600 agencies to global audiences in over 70 countries.

Rocket Fuel Inc revenues fell 1.16% in FY 2016 compared to FY 2015 to 456.26m. It made net losses of $66 million, compared to a loss of $211 million in 2015. Rocket Fuel’s net loss, adjusted for depreciation and amortisation, is expected to be between $4 million and $3 million in the second quarter of this year.

USA, New York, NY

Grey acquires full-service digital agency Sensio in France

wppWPP’s wholly-owned operating company Grey has acquired a majority stake in Extrême-Sensio in France. The terms of the transaction were not disclosed.

Sensio is a full service digital agency that offers services including consulting, design, technology and customer acquisition. Founded in 1998, the agency has around 75 people and is headquartered in Paris. Clients include Groupe PSA, AXA, E.Leclerc, Futuroscope, Häagen Dazs and Nexity. Sensio’s revenues were approximately €7.7 million for the year ended 31 December 2016 with gross assets of approximately €5.7 million as at the same date. The company is listed as one of the “Growth Champions” by Les Echos / Statista, and features in the Financial Times’ “1000 Fastest Growing Companies”.

UK, London & France, Paris

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A Fusion DEAL: TEAM (Energy Auditing Agency Limited) sold to EDW Technology

TEAM EDW-TechnologyTEAM (Energy Auditing Agency Limited) has been sold to EDW Technology Holdings Limited. Fusion Corporate Partners acted as corporate advisor for TEAM. The Fusion team was led by Paul Kelly, Director at Fusion. The terms of the deals were not disclosed.

TEAM specialises in energy management – monitoring and targeting software, EDI software solutions, tenant billing software, outsourced energy management services and energy consultancy.

Founded in 1985 by Paul Martin, TEAM has over 500 Commerce, Industry and Government customers in the UK and worldwide.

paul-kelly_f_1_120_1

Paul Kelly

Speaking about the sale, Fusion’s Paul Kelly said, “It was a pleasure to represent Paul Martin and Peter Howell; and to work with their management team. They are a highly professional group with great industry expertise. Software is at the heart of the business and I am sure that with EDW’s support, TEAM’s innovative and highly scalable technology platform will unlock new opportunities in the UK and internationally. I wish them every success”.

EDW Technology has an extensive history of developing, implementing and supporting best-in-class retail electricity supply software solutions. With proven systems to support B2B electricity suppliers in the GB market EDW Technology has implemented solutions for energy retail start-ups as well as system replacements for more mature suppliers.

Simon-Miles-CEOSimon Miles, EDW Technology CEO said “We are incredibly excited about working with TEAM to grow our combined market presence and strengthen our product and service offering within the industrial and commercial utility supply and large energy consumer sector”.

TEAM founder Paul Martin, who will take up the position of non-executive director on the TEAM board said “We have built a leadership position in the UK market by consistently innovating, using our deep industry expertise to support our customers and evolve with the market. Being located in Milton Keynes, sharing the same software technologies and energy expertise makes EDW Technology a natural partner to continue the journey.”

Tim Holman, Head of Operations, Jon Lindop, Head of Development, and all other Managers will continue in their current roles.

UK, Milton Keynes

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A Fusion Deal: Carbon Clear sold to EcoAct

carbon clear ecoactCarbon Clear, a major player in the UK environmental sustainability marketplace, has been sold to EcoAct Group, the climate expert and climate finance project developer headquartered in Paris. Fusion Corporate Partners acted as corporate advisor for Carbon Clear. The Fusion team was led by Paul Kelly, Director at Fusion. The terms of the deals were not disclosed.

The joining of the two companies will help businesses better manage their approach to climate change and sustainability by creating an international entity with expanded operations in Europe, North America and Africa.

EcoAct works with international clients to meet the demands of the Paris Climate Change Agreement, offering solutions to companies’ sustainability challenges. With the acquisition of Carbon Clear, new service offerings will be available across the global sustainability market including: assessing climate change risks and opportunities; strategic planning and target setting; managing and reducing energy and carbon emissions and; working with climate finance projects.

Combining forces is a natural fit for both EcoAct and Carbon Clear due to their shared corporate values. Both companies were formed over a decade ago to address dangerous climate change and both teams remain dedicated to this goal for the Group going forward.

Mark Chadwick, Chief Executive of Carbon Clear commented:  “Our new Group has the technical expertise, commercial knowledge and client-friendly approach that we believe is unparalleled in the market. The combined strengths of EcoAct and Carbon Clear mean we are a leading sustainability consultancy that has the resources and capabilities to do more for our clients through our new service offerings and broader geographic reach. Our committed and talented staff will use their complementary skills to continue to do the very best work from our offices around the globe.”

paul-kelly_f_1_120_1Paul Kelly, Director at Fusion Corporate Partners said: “It has been a pleasure working with Mark and the other shareholders at Carbon Clear. They are a great team and the fit with EcoAct is excellent. The combining of the two businesses creates a leading sustainability consultancy with a broader geographic reach. I wish them every success”

The Group will now be managed at an Executive Committee Level by: Thierry Fornas and Gérald Maradan, the founders of EcoAct; Mark Chadwick, the founder of Carbon Clear, and Sylvianne Villaudière, founder of CSR consultancy Alliantis, a company that joined the EcoAct Group in February 2017.

France, Paris & UK, London

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A Fusion Deal: Layer123 sold to Euromoney

layer123Layer123, a content and sponsorship-led events business focusing on innovation in the rapidly-evolving space of telecoms network strategy, has sold a 61% stake in the business to Euromoney. Fusion Corporate Partners acted as corporate advisor for Layer123. The Fusion team was led by Mark Eisenstadt, Director at Fusion. The terms of the deals were not disclosed. Euromoney has options to acquire the rest of the equity in Layer123 over the next few years.

EuromoneyLayer123 was launched in 2010 and offers telecoms network events specialising in knowledge exchange between technical and network strategy teams from telecoms operators, software and hardware vendors and other service providers. The main focus of the business is network innovation for carriers, including SDN (Software-Defined Networks), NFV (Network Functions Virtualization), SD-WAN (Software-Defined WAN), Security, 5G Core, Access & Transport Networking and Optical Networking.

The founders, Robert Jones and Mark Lum, will remain with the business for at least the next three years. Mark Lum is a widely respected analyst with over 30 years’ experience in carrier network markets. Robert Jones has 20 years’ experience in event organisation, founding and building some of the world’s leading telecoms networking conferences and exhibitions.

Layer123 will be managed as part of Rosalind Irving’s Telcap portfolio, further expanding Euromoney’s presence in the telecoms markets.

“Layer123 welcomes the opportunity to join the Euromoney family of events and knowledge-based businesses”, said Robert Jones. “We see real opportunities to build the business over the coming years within such a well-regarded organisation. As a fan of the Capacity events for well over a decade, I’m confident that Layer123 will feel very much at home. We look forward to working with you!”

mark-eisenstadt_f_1_120_1Speaking about the sale, Fusion’s Mark Eisenstadt said, “It was a pleasure to represent Mark Lum & Robert Jones and their market leading business, Layer123. They have created the industry knowledge exchange for network strategy professionals. Euromoney offer the right philosophy, experience and resources to help exploit the enormous market opportunities offered by this dynamic and disruptive innovation sector. Fusion previously represented Telcap in their acquisition by Euromoney and have witnessed it’s further meteoric growth under their guidance. We trust this new partnership will breed similar success.”

UK, London

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List of all Fusion Transactions – HERE