Nielsen completes the acquisition of Arbitron

October 1, 2013 — Fusion DigiNet

nielsenNielsen Holdings N.V., a provider of information and insights into what consumers watch and buy, has completed its acquisition of Arbitron Inc., an international media and marketing research firm.

“This is a great day for Nielsen and a natural step in our evolution,” said Nielsen Chief Executive Officer David Calhoun. “Arbitron will allow us to analyze and understand an additional two hours of the U.S. consumer’s day while bringing us another opportunity to provide advertisers with metrics on the effectiveness of the mediums that they advertise on.”

Arbitron is being rebranded Nielsen Audio and will be integrated into Nielsen’s U.S. Watch business segment, which provides information and insights primarily to the media and advertising industries across television, online, mobile and radio. With Arbitron, Nielsen now measures eight hours a day per person of dynamic media consumption.

“Our combined capabilities offer opportunities to measure unmeasured areas that are important to the industries and clients we serve, like streaming audio, out-of-home measurements for television consumption and deeper measurement of multicultural audiences in the U.S.,” said Calhoun. “Globally, this is an opportunity to expand our measurement of consumer behavior and introduce audio measurement capabilities in new markets.”

As previously reported on Fusion DigiNet, Nielsen entered into an agreement on December 17, 2012 to acquire all of the outstanding common stock of Arbitron for $48 per share or a total of $1.3 billion purchase price, funded by cash on hand and recent debt financing. Nielsen expects $0.26 of accretion to adjusted net income per share during the first full year of operations, and $0.32 of accretion to adjusted net income per share during the second year, reflecting an incremental $0.06 in year two.

USA, New York. NY

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Informa completes the disposal of its five Corporate Training businesses.

October 1, 2013 — Fusion DigiNet

informa2Informa plc has completed  the disposal of its five Corporate Training businesses to Providence Equity Partners.

The initial consideration of $165m, consists of $100m in cash (net of indebtedness and working capital adjustments on completion) and a $65m vendor loan. The vendor loan is for a maximum term of 6.5 years and attracts a PIK interest rate of 1% in the first two years, rising to 10% in the third year with a further 1% per annum increase thereafter.

providenceequityMore more information see Fusion DigiNet’s July 2013 article here.

UK, London

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Experian acquires The 41st Parameter, Inc

October 1, 2013 — Fusion DigiNet

experianExperian, a global information services company, is to acquire The 41st Parameter, Inc, a  provider of fraud detection services, based in the US. The aggregate purchase price for all outstanding stock, stock options and warrants of 41st Parameter is US$324m, of which US$14m is subject to limited, two-year earn-out provisions, and will be funded from Experian’s existing cash resources.  The transaction is subject to customary closing conditions.

41stFor the year ending 31 December 2013, Experian expects 41st Parameter to deliver approximately US$26m of revenue, of which over 95% is booked and contracted. Revenues are licence-based and are recognised over the life of the contract, which is typically 2-3 years in duration. Client renewal rates exceed 95%.

Since incorporation, 41st Parameter has experienced strong growth, with compound annual growth in revenue over the past two years of over 40%. The contracted nature of the business model provides good forward visibility, and Experian expects to sustain growth in line with historic rates over the next twelve months. The acquisition is expected to be broadly EPS neutral in the year ending 31 March 2014.

Incorporated in 2004, 41st Parameter products use device identification to prevent fraud. Clients use 41st Parameter’s products to enable consumers to complete transactions on the web quickly and securely, reducing fraud losses while simultaneously authenticating consumers with minimal intrusion. Clients also use 41st Parameter products to enhance internal operational efficiency by reducing the number of false detections of potential fraud.  Its clients include financial institutions, travel web sites, eCommerce merchants and customers in the digital media segment.

Ireland, Dublin & USA, San Jose, CA

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ACTIVE Network to be acquired by Vista Equity Partners.

October 1, 2013 — Fusion DigiNet

activenetworkEvent management software maker ACTIVE Network is being acquired by private equity firm Vista Equity Partners.

Vista will commence a tender offer to acquire all of Active Network’s common stock for $14.50 a share. That represents a 27.2% premium to Active Network’s Friday closing, the most recent trading day. Active’s board endorsed the offer, recommending that all stockholders tender their shares. This values the deal at $904 million. Any shares not tendered will be acquired in a second-step merger at the same cash price as the original offer.

vistaep“ACTIVE Network’s leadership position in cloud-based Activity and Participant Management™ (APM) solutions make it a highly attractive investment for us,” said Robert F. Smith, CEO and founder of Vista Equity Partners.  “We are looking forward to working with the ACTIVE team and continuing to drive the next phase of ACTIVE’s growth.”

  • Citi is serving as financial advisor to ACTIVE. 
  • BofA Merrill Lynch is serving as financial advisor to Vista.  
  • DLA Piper LLP (US) is acting as ACTIVE’s legal advisor. 
  • Kirkland & Ellis LLP is acting as Vista’s legal advisor. 
  • BofA Merrill Lynch, RBC Capital Markets, and BMO Capital Markets Corp. have agreed to provide debt financing in connection with the transaction.

ACTIVE Network plans to release its third quarter earnings after market close on Wednesday, October 30, 2013.

USA, San Francisco, CA & San Diego, CA 

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ITE Pre-close trading update for the year ending 30 September 2013

October 1, 2013 — Fusion DigiNet

ITEITE Group plc, the international exhibitions group specialising in emerging and developing markets, has issued the following update for the year ending 30 September 2013, prior to entering its close period and ahead of its preliminary results announcement on 3 December 2013.

Revenues for the fourth quarter reflect positive trading conditions in most of our overseas markets. Revenue for the full year is expected to be circa £191m (2012: £172m) in line with market expectations.

Fourth Quarter Trading

The Group ran 28 events in the fourth quarter producing revenue of circa £26m (2012: £27m). On a like-for-like basis revenues are 4% higher than last year.

The principal trading highlights in the fourth quarter were:

  • MODA, the Group’s market leading UK fashion event based at the NEC in Birmingham was 17,100sqm, which was a 9% reduction on the same event last year and reflected the ongoing difficult trading conditions in the European fashion market.
  • World Food Moscow, the Group’s leading food exhibition recorded its largest ever event with a 2% increase in space sales to 24,900sqm.

Business Development

On 26 August 2013, the Group entered into an agreement with RAMO JSC to become the anchor tenant at a new 28,000 sqm venue in Krasnodar (south-west Russia), which is due to be completed by January 2016. The Group’s business in Krasnodar is currently restricted by the size of the venue, and it is anticipated that this new facility will allow ITE’s largest events to grow and the business to expand into new industry sectors.

Financial position

The Group continues to generate strong cash flow and had net cash of circa £23.0m as at 25 September 2013 (2012: £12.0m).

Outlook

Bookings for the financial year ending 30 September 2014 are progressing in line with management expectations and reflect continued good trading conditions in most of our markets. As at 26 September 2013, the Group had booked £75m of revenue for the 2014 financial year, representing circa 39% of current market expectations for the year.

The Group continues to generate good organic growth from its portfolio of events, and retains a strong balance sheet which supports its plans to invest in and further develop its business.

UK, London

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UBM plc sells Property Week to Metropolis and UBM Channel to The Channel Company

September 27, 2013 — Fusion DigiNet

UBM

UBM has agreed to sell its Property Week print magazine and related products to Metropolis International. Property Week’s 35 staff will transfer to Metropolis International following completion. The terms of the deal were not disclosed.

metropolisUBM has also sold its North American IT channel business to a management-led investment group. The new company, called The Channel Company, will own and operate all of the businesses and products formerly owned by UBM Tech (Channel) in North America. The Comdex brand and UBM India’s CRN business are excluded from this transaction. UBM has retained a 30% minority equity interest in the business.

These disposals constitute the bulk of the operations treated as discontinued in UBM’s H1 2013 results and classified as held for sale at 30 June 2013. The combined cash proceeds from these disposals are approximately £8.5m, subject to working capital adjustments on completion.

UK, London & USA, San Francisco, CA

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Artemis Energy Holdings acquires WooEB.com

September 26, 2013 — Fusion DigiNet

Artemis Energy Holdings has acquired WooEB.com. WooEB.com is an online social networking platform that provides members with one place to post their content. In addition to posting content, WooEB.com also offers press release distribution and SEO services. With an active member base that utilizes the websites free and paid for services. The member can post content inside their individual hub and then share the content to other social networking sites to increase awareness. The terms of the acquisition were not disclosed.

Todd Davis stated, “With the closing of WooEB.com, Artemis Energy Holdings has an additional revenue stream that will help grow our business and increase shareholder value. With WooEB.com, TransWorldNews.com and LinkMyStock.com being a core platform of Artemis Energy Holdings, we are focusing our efforts on building our sales team along with improving opportunities for members to purchase ads, press releases and SEO content packages online.”

USA, Atlanta, GA

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WPP’s Kantar acquires Enprecis

September 26, 2013 — Fusion DigiNet

wppWPP’s wholly-owned operating company Kantar, the data investment management group, has made a follow-on investment in Enprecis Inc., a company which uses a proprietary online platform to collect and analyse data about consumer experience for the automotive industry.

Founded in 2006 and based in Seattle, Enprecis has developed, ‘Continuous Quality Insight’ (CQI), a proprietary online platform to collect and analyse customer experience data for the automotive industry. The platform connects automobile manufacturers to the views of their customers with unprecedented speed and detail, informing improvements to vehicle quality and design, and identifying opportunities to strengthen loyalty. The company’s gross assets in 2012 were US$1.6 million. Enprecis clients are most of the world’s major automotive manufacturers.

Enprecis will be aligned with the automotive practice in TNS, the global market research company that is part of Kantar. It follows the acquisition of  Chinese company, Sinotrust Market Research earlier this year.

UK, London & USA, Seattle, WA

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RPS acquires geological consultancy and training company Ichron

September 26, 2013 — Fusion DigiNet

RPSlogoRPS has acquired Ichron Limited, a UK based consultancy providing geological and training services to the international oil and gas sector, for a total consideration of £12.5 million.

Founded in 1995, Ichron has its offices and a geological sample preparation and analysis laboratory in Cheshire, UK. The company, comprising 46 permanent staff and additional part time specialist associates, works primarily on projects in Europe, Africa and the Middle East. Its specialist services include reservoir geology, biostratigraphy and chemical stratigraphy.

ichron-logo@2x.jpgIchron provides RPS with further capability in the Group’s established and growing oil and gas consultancy markets.  The services provided by Ichron are complementary with existing RPS international capabilities.

The four vendors of the business, together with all employees, are remaining with RPS.

In the year ended 31 December 2012, Ichron had revenues of £6.3 million and profit before tax of £2.1 million, after adjustment for non-recurring items.  Net assets at 31 December 2012 were £1.1 million. Gross assets at 31 December 2012 were £2.2 million.

RPS is acquiring the entire share capital of Ichron for a maximum total consideration of £12.5 million, all payable in cash. Consideration paid to the vendors at completion was £6.6 million. Subject to certain operational conditions being met, two further sums of £2.6 million, will be paid to the vendors on the first and second anniversaries of the transaction. Following completion and on finalisation of the closing balance sheet, a further sum, estimated at £0.7 million, will also be payable to the vendors.

Alan Hearne, Chief Executive of RPS, said, “Ichron has an excellent reputation and track record. Its skills will add to our existing capabilities in growing specialist areas and provide us with a platform for further growth.

UK, Abingdon, Oxfordshire & Northwich, Cheshire

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Former Centaur Media chief executive Geoff Wilmot to make a bid for the company

September 25, 2013 — Fusion DigiNet

centaurGeoff Wilmot, the former chief executive of Centaur Media plc has said that he is in talks with financial backers about making a bid for the business. Geoff Wilmot left Centaur in May this year. Tim Potter, MD of the Business Publishing division left at the same time.

A stock market announcement released yesterday said:

“Mr Wilmot notes the recent movement in the share price of Centaur.

Mr Wilmot, the former CEO of Centaur, confirms that he is considering an offer for Centaur and to that end has had preliminary discussions with certain prospective finance providers.

Mr Wilmot must, in accordance with Rule 2.6(a) of the Code, clarify his intentions by no later than 5.00pm on Tuesday 22nd October, by either announcing a firm intention to make an offer or that he does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline will only be extended with the consent of the Panel in accordance with Rule 2.6(c) of the Code.

This announcement does not constitute an announcement of a firm intention to make an offer under Rule 2.7 of the Code and there can be no certainty that an offer will be made, nor as to the terms on which any offer will be made.

Further announcements will be made in due course.”

Centaur Media issued a statement today:

“Centaur Media plc (LSE: CAU, “Centaur”) notes the announcement yesterday by Geoffrey Wilmot that he has had preliminary discussions with prospective financial providers in relation to a potential offer for Centaur.

The Board of Centaur (the “Board”) confirms that to date no discussions have taken place between the Company and Geoffrey Wilmot concerning a potential offer.”

UK, London

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