21st Century Fox makes £11.7bn firm offer for Sky

December 15, 2016 — Fusion DigiNet

21st-century-foxRupert Murdoch’s 21st Century Fox and Sky have reached agreement on the terms of a cash offer by 21st Century Fox for the fully diluted share capital of Sky which 21st Century Fox and its Affiliates do not already own.

The £10.75-a-share all cash offer for the 61 per cent of Sky that the US media group does not already own values the group at £18.5bn, and will cost Fox £11.7bn.

The offer is a multiple of approximately 11.4 times Sky Adjusted EBITDA of £2,178 million for the twelve month period ended 30 June 2016.

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21st Century Fox said:

“As the founding shareholder of Sky, we are proud to have participated in its growth and development. The strategic rationale for this combination is clear.  It creates a global leader in content creation and distribution, enhances our sports and entertainment scale, and gives us unique and leading direct-to-consumer capabilities and technologies. It adds the strength of the Sky brand to our portfolio, including the Fox, National Geographic and Star brands.”

“Sky is a creative, commercial, and consumer powerhouse delivering its own content to customers across all platforms. Sky is the #1 PayTV brand in all its key markets, with an exciting growth runway in each. The enhanced capabilities of the combined company will be underpinned by a more geographically diverse and stable revenue base.  It will also create an improved balance between subscription, affiliate fee, advertising and content revenues. This combination creates an agile organization that is equipped to better succeed in a global market.“

Martin Gilbert, Deputy Chairman of Sky said:

“I am enormously proud that Sky is the number one premium pay TV provider in all its markets and is recognised as a world leading direct-to-consumer business. On top of this, the business has an outstanding track record of growth and has delivered substantial value for its shareholders over many years.

The Independent Committee, which was formed with the express purpose of protecting independent shareholders’ interests in relation to the proposal from 21st Century Fox, has given full consideration to the fundamental value and prospects for the Sky Group.

While the Independent Committee remains confident in Sky’s long-term prospects, as laid out in detail at our recent investor day in October, we, supported by our advisers, believe 21st Century Fox’s offer at a 40 per cent. premium to the undisturbed share price will accelerate and de-risk the delivery of future value for all Sky Shareholders. As a result, the Independent Committee unanimously agreed that we have a proposal that we can put to Sky shareholders and recommend.

The Independent Committee also notes 21st Century Fox’s track record in growing businesses and its ability to continue the development of Sky across Europe, in a world where entertainment and distribution are converging. 21st Century Fox’s ownership will support the delivery of Sky’s strategy and long-term growth, ensuring that it remains at the forefront of Europe’s creative industries.”

Rupert Murdoch’s News Corp abandoned its last bid for Sky in 2011 after it was revealed that journalists at the News of the World had hacked the phone of the murdered schoolgirl Milly Dowler.

USA, New York & UK, London

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MediaCom acquires majority stake in UK digital agency, Code

December 15, 2016 — Fusion DigiNet

MediaCom, part of WPP’s global media investment management arm GroupM, has acquired a majority stake in Code Computer Love Ltd, a user experience studio that creates and develops digital products, campaigns and capabilities.

Code’s services include platform build, design and conversion optimisation. The agency was established in 1999, and employs around 80 people in Manchester.

Clients include Hillarys, Brother and Amnesty International. Code’s unaudited revenue for the year ended 31 December 2015 was £5.9 million, with gross assets of £2.6 million as at the same date.

UK, London & Manchester

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Salmon acquires e-commerce digital consultancy Eperium in the Netherlands

December 15, 2016 — Fusion DigiNet

WPP’s e-commerce consultancy, Salmon, has acquired Netherlands-based Eperium, a digital and e-commerce consultancy.

Eperium is headquartered in Amsterdam and employs over 200 people in Europe and India. Clients include Sligro, Plus Supermarkten, Jumbo, Bunzl, Xerox, Dutch Railways and Asian Paints. The agency’s consolidated unaudited revenues for the year ended 31 December 2015 were €8.5 million with gross assets of €4.1 million as at the same date.

The acquisition gives Salmon, which has a presence in the UK, US, China and Australia, access to the northern European and Indian markets where Eperium has an operation. Following the transaction, the Salmon group will employ over 700 people.

UK, London & The Netherlands, Amsterdam

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A FUSION DEAL: Imbibe Media Limited sold to Reed Exhibitions

December 14, 2016 — Fusion DigiNet

img_3849Imbibe Media Limited, the organisation behind Imbibe Live, the Imbibe media platforms, and the successful annual Sommelier Wine Awards, has been sold to Reed Exhibitions, part of RELX Group. The Fusion team was led by Paul Kelly, Director at Fusion. The terms of the deals were not disclosed.

Following the hugely successful launch of Imbibe magazine in 2007,  Imbibe Live was launched in 2010 and quickly established itself as the UK’s leading B2B exhibition focused on the complete range of on-trade drinks – from spirits, wines, beers and ciders, to cocktails, tea, coffee, waters and other associated products. The 2016 edition was held on 4-5 July and played host to more than 250 exhibiting companies from across the on-trade industry, attracting almost 12,000 industry attendees from across the UK. The event will complement Reed Exhibitions’ German on-trade drinks event, Bar Convent Berlin (BCB).

Richard Mortimore, Chief Executive Officer, Reed Exhibitions UK, said: “Imbibe Live, together with its media platforms, has established itself as the UK’s leading event and voice for the on-trade with an unparalleled reputation for delivering quality and innovation to the £10.6bn on-trade industry. We are delighted to be welcoming the Imbibe team to Reed Exhibitions and looking forward to taking its events and media to even greater heights.”

Simon White, Co-founder of Imbibe Media, commented: “The UK hospitality industry is the most creative and exciting in the world. Through all its events and media, Imbibe is at the centre of this dynamic industry. We are thrilled that Reed Exhibitions shares our passion for the sector and our vision for the future. Joining the world’s leading event company will enable Imbibe to develop faster and thus reach, educate and inspire a greater number of on-trade professionals. It will also give way more oxygen to the wonderful brands and services that help make this constantly evolving sector what it is. These are exciting times for both Imbibe and the on-trade – let’s face it, who gets bored of being asked out to a great restaurant or bar?”

Darren Johnson, B2B Divisional Director, Reed Exhibitions UK will oversee the new events. The next edition of Imbibe Live will take place at Olympia, London, on 3-4 July 2017.

The Fusion Team has completed over 100 UK and cross border for its private, corporate and private equity clients, Fusion Corporate Partners is a sector specialist corporate finance advisory firm specialising in the sale of middle-market companies with transactional values ranging from £5 million to over £100 million.

UK, London

Recent Fusion transactions include:

Exhibitions & Conferences

Media & Business Information

Business Support Services and Energy & Environmental Services

Healthcare

Broadcast

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UBM acquires Allworld Exhibitions

December 12, 2016 — Fusion DigiNet

allworld2UBM plc is to acquire Allworld Exhibitions for $485 million.

Allworld is a pure-play events business serving nine different industry sectors. It operates 51 tradeshows (a mixture of annual and biennial shows) in 11 countries: Singapore, China & Hong Kong, Indonesia, Malaysia, Thailand, Vietnam, Myanmar, South Korea, Bahrain and Kuwait, and is the leading privately-held Asian exhibitions organiser (with a position in the Middle East). Allworld has events in sectors including Food & Hospitality, Packaging, Manufacturing, TMT and Oil & Gas.  It has international sales teams based in London and Singapore; and has approximately 250 employees.

Commenting on the acquisition, Tim Cobbold, CEO of UBM, said: “The acquisition of Allworld is wholly in line with our Events First strategy and represents an exceptional opportunity to accelerate growth by investing in a high-quality events business.  In so doing we cement our position as the leading events business in Asia and achieve the number one position in the fast-growing ASEAN region.  We see excellent opportunities to accelerate organic growth in the business.

Allworld generated revenues of $97.2 million and EBITDA of $37.6 million (38.7% margin) during the twelve months ended 30 June 2016, of which $50.9 million was from annual events. Over the last 10 years the total revenues of the Business have grown at a 7.3% CAGR. 

Annual events revenue for the period July to December 2015 was $29.4 million and for the period January to June 2016 was $21.5 million. Annual events revenue has grown at a 6.6% CAGR over the last two financial years and growth is expected to accelerate to double digit in each of calendar years 2017 and 2018. Annual events revenue growth rates are then expected to return to historic levels (7-8%) after 2018.

Biennial events represent approximately 40% of Allworld’s revenues on a calendar year basis, with modestly higher revenues in even years.  Biennial revenues in the year to December 2015 were approximately $39.5 million and are expected to be relatively flat in the year to December 2017, reflecting good growth in the underlying odd-year portfolio, offset by headwinds in the Oil & Gas events.  Strong growth is expected in 2018, at least in line with annual events, reflecting the revenue synergies and some recovery in the Oil & Gas events.

EBITDA margins in the year to December 2017 are expected to be approximately 35%, reflecting the biennial mix. Significant margin expansion is expected thereafter, primarily driven by revenue growth. 

As at 30 June 2016, Allworld had gross assets of $62.9 million and generated an operating profit of $37.1 million for the twelve months ended 30 June 2016. 

The deal is expected to close on 16 December in all geographies except Bahrain. Completion of the acquisition of the Bahrain entity containing Allworld’s Middle Eastern events is conditional upon completion of local reorganisation steps and approvals and is expected to occur within the next month.

UK, London & (Singapore, China & Hong Kong, Indonesia, Malaysia, Thailand, Vietnam, Myanmar, South Korea, Bahrain and Kuwait)

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Burson-Marsteller acquires minority stake in Kenyan affiliate Engage Burson-Marsteller

December 9, 2016 — Fusion DigiNet

Burson-Marsteller, a WPP operating company, has acquired a minority stake in its Kenyan affiliate, Engage Burson-Marsteller.

Headquartered in Nairobi and employing around 20 people, Engage Burson-Marsteller has grown rapidly since Burson-Marsteller helped to establish it in 2013. Clients include Nestlé, MultiChoice, Samsung and CNN.

UK, London & Kenya, Nairobi

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Pageant Media acquires asset management business information brands from Euromoney

December 1, 2016 — Fusion DigiNet

pageant-mediaPageant Media has acquired iiSearches; Foundation & Endowment Intelligence and Money Management Intelligence from Euromoney Institutional Investor. The terms of the deal were not disclosed. Foundation & Endowment Intelligence and Money Management Intelligence are information services which provide critical insight for asset managers who need to understand current investor activity.

Pageant Media, founded in 1998, provides membership services offering senior professionals – across a range of industries, including hedge funds, mutual funds and real estate – exposure to market leading news and analysis, data and events.

This acquisition complements the growth of Pageant Media’s existing business intelligence networks by providing information on active investor searches across hedge funds, mutual funds and real estate. The addition of II Searches, a database product currently relied on by eight of the top ten asset managers in the world by AuM, further extends Pageant Media’s reach into key data services and workflow products.

Commenting on today’s announcement Charlie Kerr, CEO of Pageant Media, said: “This acquisition marks a significant step in the development of Pageant Media’s asset management business information services. We look forward to integrating these brands into our business and evolving their digital offering. These products will benefit from Pageant’s belief in strong content, user engagement and creating a membership model that delivers real value.”

II Searches; Foundation & Endowment Intelligence and Money Management Intelligence have been sold to Pageant Media by Euromoney Institutional Investor. Staff from both the UK and US will join Pageant Media’s London and New York offices.

UK, London & USA, New, York

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WPP acquires Promotion Execution Partners in the US

November 29, 2016 — Fusion DigiNet

wppWPP has acquired Promotion Execution Partners, LLC, a project management and procurement company that oversees shopper marketing promotions for clients, in the US.

Since its founding in 2004, PEP has managed over US$3.5 billion in marketing spend across 35,000 campaigns for over 500 brands worldwide. Clients include Heinz, Johnson & Johnson, Kraft Foods Group and Procter & Gamble. The company employs approximately 200 people and is based in Cincinnati with offices in Mexico, Puerto Rico and Panama. PEP manages budgets, timelines and vendor coordination for programs like direct mail campaigns, sweepstakes and promotion events on behalf of clients. PEP ensures these projects are delivered on time, within budget and to meet the specifications of the client, freeing the client to focus on the big picture of running the business.

The terms of the deal were not disclosed.

UK, London & USA, Cincinnati, OH

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Keywords Studios acquires Enzyme Testing Labs

November 17, 2016 — Fusion DigiNet

keywordsKeywords Studios has acquired Global Video-Games Services Inc. (GVGS) together with its subsidiary companies including its principal trading entity, Enzyme Testing Labs Inc. from its founders, Yan Cyr and Emmanuel Viau and Fonds d’Investissement de la Culture et des Communications (FICC).

Keywords Studios is paying the sellers and settling the financing obligations of FICC to a total of CAD$5.4m. This is being satisfied by the payment of CAD$4.9m in cash to the Sellers and CAD$0.5m to FICC in repayment of loans advanced to GVGS.

Enzyme was founded in 2002. The consolidated, audited accounts for the year to 31 December 2015 show revenue of CAD$11.5m and profit before interest and tax of CAD$1.3m. Net assets at closing after adjusting for the loans being repaid are estimated to be CAD$2.3m.

Based in Montreal and St-Jérôme (60 km from Montreal) and with an office in Kawasaki near Tokyo, Enzyme’s strengths are in Functional and Localisation Testing of video games for leading game publishers and developers. In addition, it provides Localisation Services and Focus Group Testing; the latter fitting well with Keywords’ recently acquired Player Research. Combining Enzyme with Keywords will significantly increase Keywords’ Functional Testing capacity (which accounted for 8% of Group revenue in the first half of 2016) and provide significant operational synergies within the Group. The business will be integrated into Keywords during the course of 2017 and we anticipate the resulting synergies will deliver significant margin improvement.

Andrew Day, Chief Executive of Keywords Studios, commented: “The acquisition of Enzyme brings together two of the leading video games testing providers, reinforcing Keywords’ position as the market leader in the field, with testing operations in Montreal, St-Jérôme, Seattle, Tokyo, Singapore, New Delhi, Milan and Dublin.”

Ireland, Dublin & Canada, Montreal

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Next Fifteen Communications Group acquires market research agency HPI

November 10, 2016 — Fusion DigiNet

Next 15, a digital communications group, has acquired an 85% stake in HPI Research Limited, a market research agency based in London, through its data and insights subsidiary, Morar Consulting Limited.

Next Fifteen Communications Group are paying £1,282,000 in cash, comprising £800,000 for the net assets acquired on completion and £482,000 as an up-front payment for the business. The remaining 15% stake in HPI will be acquired by Morar in June 2018, with the consideration based on HPI’s operating profit for the financial year ending 31 January 2018.

For the year ended 30 September 2016, HPI had revenues of £3,405,000, adjusted EBITDA of £230,000 and net current assets of £1,201,000. HPI’s largest clients include Sainsbury’s, Argos and Heineken.

Tim Dyson, CEO of Next 15, commented:

“This acquisition is in line with Next 15’s strategy of growing its data revenue to 20 per cent of Group revenue in the next five years. HPI brings both talent and a history of high quality market research.”

UK, London

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