Keywords Studios – early completion of Binari Sonori earn out

January 20, 2015 — Fusion DigiNet

keywordsKeywords, a technical services provider to the video games industry, has agreed with the selling shareholders of Binari Sonori S.R.L to vary the terms of the acquisition agreement bringing to a close the earn out conditions 12 months earlier than originally agreed.  Under the terms of the acquisition, deferred consideration of no more than €4.0m could have been payable calculated by reference to the profit before interest and tax of Binari Sonori in the years to 31st December 2014 and 31st December 2015.

Previous DigiNet reporting: Keywords acquires Binari Sonori in Italy May 9, 2014

binariUnder the terms of the Agreement, the Group has agreed to pay to the Selling Shareholders total deferred consideration of €300,000 which will be satisfied by the issue of 158,250 new ordinary shares of Keywords at a price of 145.47 pence per share (being the volume weighted average price over the five business days immediately preceding the date of this announcement).  

The shares in Keywords issued to the Selling Shareholders will be credited as fully paid and rank pari passu with the existing issued ordinary shares of Keywords when issued.  The Selling Shareholders will be subject to a lock-in period of 12 months with respect to the Consideration Shares, subject to certain exceptions, followed by an orderly market restriction for a further 12 month period.

Ireland, Dublin & Italy, Milan

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Providence Equity acquires Clarion Events for over £200M

January 14, 2015 — Fusion DigiNet

Providence EquityExhibition news is reporting that Clarion Events has been sold to global asset management firm Providence Equity in a deal thought to be worth just over £200 million.

ClarionThe report says Providence competed in a second round of bidding against ITE Group, Penton Media, Charterhouse Capital Partners and Carlyle Group LP. Providence are expected to invest in further acquisitions for Clarion.

Read the story here.

UK, London

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Kabam acquires games studios TapZen and Magic Pixel Games

January 13, 2015 — Fusion DigiNet

kabam1Kabam has acquired Los Angeles-based games studios TapZen and Magic Pixel Games. The terms of the deal were not disclosed. TapZen and Magic Pixel will be merged into a new Kabam branded Los Angeles studio near Culver City.

TapZen was founded by Mike Verdu in 2012 and worked with Magic Pixel Games to create the bombastic mobile strategy game This Means War!. As part of Kabam, both TapZen and Magic Pixel will continue to build out the company’s strategy game lineup, which already includes franchises including Kingdoms of Camelot, Dragons of Atlantis, and The Hobbit: Kingdoms of Middle-earth, each of which have generated more than $100 million in revenue.

“Welcoming TapZen and Magic Pixel into the Kabam family is another significant milestone for Kabam,” said Co-Founder and CEO Kevin Chou. “The addition of Mike Verdu augments our world-class leadership team, and having a Los Angeles studio will strengthen Kabam’s already-deep relationships with our Hollywood partners.”

The acquisition of TapZen and Magic Pixel bring to nine the number of studios Kabam has acquired since 2010. Earlier acquisitions include of Phoenix Age (2014), Exploding Barrel Games (2013), Gravity Bear, Fearless Studios, Wild Shadow and Balanced World Studio (2012), and Wonderhill (2010).

USA, Los Angeles, CA

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New Media completes acquisition of Halifax Media Group

January 12, 2015 — Fusion DigiNet

new media investmentNew Media Investment Group Inc. has completed the acquisition of substantially all of the assets of Halifax Media Group for $280 million, subject to working capital adjustments. The purchase price was funded with a combination of cash on the balance sheet, incremental debt under the Company’s existing credit facility, as amended, and the assumption of debt from Halifax.

Halifax MediaHalifax Media is a leading newspaper publisher serving communities primarily in the southeastern portion of the United States. Halifax publishes 36 newspapers, including 24 dailies, and affiliated websites, and has a total daily circulation of approximately 635,000 and 752,000 on Sunday.

USA, New York & USA, Daytona Beach, FL

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Accenture to expand smart grid operations and energy trading and risk management services through acquisition of Structure

January 7, 2015 — Fusion DigiNet

accenture1Accenture is to acquire Structure, a provider of consulting, system integration and customised solutions and services to energy and utilities clients. The terms of the transaction were not disclosed.

“Bringing together two very similar cultures with deep skills in the utilities and energy industries reinforces our ability to help our clients solve some of the most complex and critical challenges that lie at the heart of the digital transformation,” said Omar Abbosh, senior managing director, Accenture Resources operating group. “Structure’s capabilities in grid operations and power systems engineering, combined with Accenture’s global strengths in information technology (IT), will provide our clients with comprehensive end-to-end solutions and services to support the integration of operational technologies with IT systems, forging a path toward a smarter, more digital grid.

“This includes the deployment of advanced distribution management systems and automation solutions, as well as improved outage management and grid analytics. We also plan to combine Structure’s market operations and commodities trading services with Accenture’s capabilities in digital asset management to help our clients optimize their commercial positions.”

Founded in 1998, Structure is based in Houston. Its more than 190 employees will operate within Accenture’s Resources operating group.

The acquisition of Structure is the second for Accenture in the energy sector within a few months – in August last year it acquired Hytracc Consulting, an IT services company that provides IT consulting services to firms in the oil & gas sector. In December last year Accenture acquired Australia-based digital agency Reactive Media.

USA, Houston, TX

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Accenture Completes Acquisition of Acquity Group Posted on July 9, 2013

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WPP’s Wunderman acquires majority stake in digital marketing agency Phantasia in Peru  

January 7, 2015 — Fusion DigiNet

wppWPP’s wholly-owned operating company Wunderman has acquired a majority stake in Binarix S.A.C. (“Phantasia”), a leading digital marketing agency in Peru. The terms of the deal were not disclosed.

Phantasia’s gross revenues for 2014 are expected to be S/.22.2 million. Clients include Telefonica, Backus, Banco de Credito, Samsung and Coca-Cola. Phantasia employs 200 people and is based in Lima. The agency, which provides consulting, digital marketing, creative and media buying services to its clients, was founded in 1998. It has been a Wunderman affiliate since 2012.

UK, London & Peru, Lima

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Keywords Studios acquires Alchemic Dream in Canada and Reverb Localização in Brazil

January 7, 2015 — Fusion DigiNet

keywordsKeywords Studios, a technical services provider to the global video games industry, has acquired Alchemic Dream Inc. in Canada, a provider of multi-lingual customer support services for the video games industry internationally for CAD$1.25m

In addition, Keywords has completed the acquisition of Reverb Localização – Preparação de Documentos Ltda. in Brazil for to €300k.

Alchemic Dream

alchemicFounded in 2001, Alchemic Dream is based in Shawinigan near Montreal, Canada where it employs 38 people, it also works with remote collaborators in 36 countries. The acquisition provides Keywords Studios with an entry point into the fast growing market for community management services, either within the game, in the game forums or within the wider social media channels. The demand for live operations support services designed to ensure players continue to engage with the game for longer is expanding due to the transition from games as a packaged product, sold through traditional retail stores, to games as a service for mobile, online, or console games.

Keywords Studios will pay a maximum total cash consideration of CAD$1.25m for 100% of Alchemic Dream dependent on certain closing balance sheet related adjustments.

Alchemic Dream’s management accounts for the 10 months to 31 October 2014 show the business achieved revenues of CAD$4.33m and profits before tax of CAD$480k. The accounts for the year to 31 December 2013 show it achieved revenues of CAD$3.7m, a loss before tax of CAD$220k and it had net assets of CAD$0.48m including net debt of CAD$0.2m.

Reverb Localização

ReverbReverb was founded in 2012 and is based in Rio de Janeiro, Brazil. It has a small team of 5 employees, plus freelance collaborators. The company provides localisation and audio management services for Brazilian Portuguese for some leading games including World of Warcraft and Magic the Gathering. This will be Keywords’ first office in South America.

Andrew Day, Chief Executive of Keywords Studios, commented on the Alchemic Dream acquisition, “The acquisition of Alchemic Dream provides us with an important point of entry into the increasingly important market of customer care services for the video games industry.”

Commenting on the Reverb Localização acquisition, day said, “We are also pleased to be announcing our first investment in the fast developing game economy in Brazil. Brazilian Portuguese has risen to take its place in our top 5 languages alongside the more established languages of French, Spanish, German and Italian. The acquisition of Reverb provides us with a small but high quality foothold in this important growth market and we expect to be able grow our revenues and improve our margins for this language as a result.

Ireland, Dublin & Canada, Montreal & Brazil, Rio de Janeiro

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Communisis acquires Life Marketing Consultancy for up to £23.3M

January 6, 2015 — Fusion DigiNet

communisisCommunication services business Communisis plc has acquired shopper marketing agency, Life Marketing Consultancy Limited.

Life’s adjusted EBITDA (on a normalised basis before non-recurring items) for the year ending 31 December 2014 is expected to be approximately £1.4 million. For the financial year ended 31 December 2013, Life generated adjusted EBITDA of £1 million on turnover of £7.0 million (£4.6 million net of recharged third-party costs). Gross assets of Life at that date were £3.6 million.

Communisis will acquire Life for an initial consideration of up to £14 million including its estimated free cash at completion of £0.7m. The initial consideration will be satisfied by the issue of a two-year, bank guaranteed promissory note of £9.3 million, £0.7 million in cash and the issue to the vendors of 7,988,015 new ordinary shares in Communisis. The new ordinary shares have a one-year restriction on sale.

Additional consideration of up to £9.3 million will be payable on the basis of Life’s future performance including its average adjusted EBITDA for the two financial years ending 31 December 2015 and 2016 and the contribution from defined synergies realised over Life’s three financial years ending 31 December 2017. The additional consideration will be satisfied in cash of up to £7.3 million and by the issue of new ordinary shares up to a value of £2.0 million.

The maximum consideration payable is £23.3 million.

Life is a research and insight-led shopper marketing agency. It’s clients are leading consumer goods groups especially in the food, drinks, technology and pharmaceutical sectors. Life has 63 permanent employees and operates from offices in Birmingham and London. The principal vendors, David Poole and Ian Humphris will join the Group in senior executive roles.

Shopper marketing focuses distinctly on understanding and influencing consumer behaviour within the shopping environment whilst also taking account of retailer strategies and requirements. It is an important component of the marketing budgets of large consumer goods brands.

Andy Blundell, Chief Executive, commented; “Life has an excellent reputation in shopper marketing. It brings new capability to Communisis, broadening our agency proposition and complementing the brand deployment services offered to our growing number of consumer goods clients. This acquisition will benefit our fastest growing and higher margin business segments.”

UK, London

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Entertainment One acquires 51% stake in The Mark Gordon Company for $132.6M

January 6, 2015 — Fusion DigiNet

Entertainment One Ltd (eOne) is acquiring a 51% stake in The Mark Gordon Company creating an independent studio joint venture that will produce and finance premium television and film content for the major US networks and international distribution. The deal includes the rights owned by MGC to its existing television and film library as well as its current and future production pipeline. eOne will distribute new content created by the joint venture, subject to existing contractual commitments.

Under the terms of the agreement, eOne will acquire 51% of MGC from The Mark Gordon Revocable Trust for $132.6 million, comprising $127.5 million in cash and $5.1 million in eOne shares (based on a 30-day volume weighted average share price) payable on completion of the deal, with the opportunity to acquire the remaining 49% after an initial seven-year term.

Mark Gordon, who founded MGC in 1987, is a well known film and television producer. MGC hits, include television shows Grey’s Anatomy (228 episodes), Criminal Minds (221 episodes) and Ray Donovan (36 episodes). MGC has also produced box office successes, including Speed, 2012, The Day after Tomorrow, Saving Private Ryan, The Patriot and Source Code. Mark Gordon brings to the venture deep active relationships with leading creative talent and all the major US studios and networks.

The transaction will be financed through a US$175 million extension to the Company’s existing banking facility and is expected to be earnings enhancing for the Group in the first full year of the investment. In the year ended 31 December 2013, MGC reported net income of US$13.2 million, adjusted EBITDA of US$30.0 million and gross assets of US$3.4 million. As part of the joint venture agreement, Mark Gordon has entered into a new long term employment agreement with MGC.

Darren Throop, President and Chief Executive Officer of Entertainment One said:

“We are delighted to enter into this partnership with Mark and his team. Mark brings a wealth of experience and talent to the table. The Mark Gordon Company creates first-class content that has been entertaining audiences around the world for many years and is the first significant acquisition for eOne since the launch of our new strategy to partner with world leading creative talent to bring the best content to the world. The business will continue to operate as it does today and we are delighted to welcome MGC into the wider eOne family.”

UK, London & USA

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WPP leads US$250 million investment round in George Pyne’s Bruin Sports Capital 

January 6, 2015 — Fusion DigiNet

wppWPP is leading a syndicate investing $250 million in Bruin Sports Capital, a global sports marketing firm launched by George Pyne, the former President of IMG Worldwide’s global sports and entertainment business.

Bruin Sports Capital will build its portfolio organically, as well as through acquisitions and investments in established sports marketing businesses, sports federations, leagues and franchises. WPP will have a preferred partnership arrangement with Bruin Sports Capital that will allow its operating companies’ clients access to unique media and sponsorship opportunities in sport.

“WPP’s investment in sports and sports content through Bruin Sports Capital is an important part of its strategy, as it impacts new markets, new media, data investment management and the application of technology and horizontality,” said Sir Martin Sorrell, Founder and CEO of WPP.  “George is a major talent in the sports business world and based on his track record, I’m confident that the clients who work with WPP’s operating companies will be given access to many high-value media and sponsorship opportunities. GroupM, our wholly owned media investment management company, manages over US$100 billion in billings (according to RECMA) and there is growing interest on the part of clients to invest some of that portfolio in content and sport.”

UK, London & USA, New York, NY

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