WPP makes strategic investment in SFX Entertainment

wppWPP has made a strategic investment in SFX Entertainment, Inc., a digital media company described as a global platform for electronic dance music events.

Based in New York City, SFX was founded by Chairman and Chief Executive Officer Robert F. X. Sillerman in 2011. Sillerman and his senior management team average over 30 years’ experience in entertainment and music-related businesses, including acquiring and consolidating companies that specialise in producing and promoting live events.

SFX has created a global platform for dance music through acquisition and partnership with some of the leading festivals, events, clubs and online brands. It has a collective audience of over 100 million connected, highly mobile music fans through its various properties which include: Beatport, ID&T North America (Sensation and Mysteryland), Life In Color, Disco Donnie Presents and Miami Marketing Group, home of LIV, Story and Arkadia.

WPP Chief Executive Sir Martin Sorrell said, “We recognize the value in what SFX is creating and believe we can help bring this valuable audience to our agencies’ global clients. The challenge of navigating through digital and social media is daunting for clients and we believe this partnership can further develop WPP’s content capabilities, particularly in new media in the youth consumer segment.”

UK, London & USA, New York, NY

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A Fusion Deal: Wilmington Group acquires NHiS

nhis_logo_greyFusion Corporate Partners are pleased to announce the acquisition of NHiS Limited by Wilmington Group plcFusion acted exclusively for the shareholders of NHiS Limited. The Fusion team responsible for the transaction were led by Mark Eisenstadt.

Wilmington Group will pay an initial cash consideration of £5.6m and a further deferred consideration of up to £3.75m subject to the Business achieving targets for the growth in underlying profit. 

The deferred consideration will be satisfied by issuing of up to 1.5m new Wilmington Group plc shares in October 2016 dependent interwilmington-logo alia upon NHiS’s audited future earnings for the years ended 30th June 2015 and 30th June 2016. The Business was acquired with cash of £0.6m and the initial consideration will be financed out of the Group’s existing £65m debt facility.

The existing executive management team led by Nick Merryfield, the founding Managing Director, and Paul Midgley will remain with the business and they, along with five other individuals, comprise the vendors of the Business.

Nick Merryfield, talking about the process said, “I must thank Fusion for orchestrating the sale process professionally and with great skill. As a leading provider of business intelligence, data analysis, workflow tools and other services to pharmaceutical companies in the UK we wanted to work with an M&A house that understood our business and the marketplace. Mark was our point man and was key in engineering a successful outcome.”


NHiS has been in operation since 2007 and is a leading provider of business intelligence, data analysis, workflow tools and other services to pharmaceutical companies in the UK. Around 40% of its revenue is derived from subscriptions and the business has enjoyed high overall renewal rates as defined by customer spend in excess of 90%. Over 75% of NHiS revenue is delivered digitally.

The Business will form part of the Wilmington Healthcare Division and will work closely with the highly complementary Binley’s Healthcare Information business.

NHiS’s last annual results to March 2012, showed revenue of £1.8m, up 45% from the prior year and profits before tax and nonrecurring costs of £0.8m. The Business has seen a strong start to the year and turnover for the first nine months increased by 20%. Deferred income as 31st December 2012 was up 50% on 31st December 2011. Gross Assets at 31st March 2012 were £1.6m. 

Charlie Brady, Chief Executive of Wilmington Group, said;

“NHiS is an innovative business that has built up a major business intelligence and technology capability in a complementary area where our own Binleys Healthcare Information continues to see good growth potential. The Business will benefit from being part of a larger group with the infrastructure and resources of Binleys. We are particularly pleased that the existing highly experienced management team are joining the Wilmington Group and look forward to working with them as they continue to develop NHiS”. 

UK, London & Nottingham

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Daily Mail & General Trust PLC – Interim Management Statement to 30/12/12

DMGTDMGT has published its Interim Management Statement for the first quarter of their financial year, the three month period to 30th December, 2012.

It describes the Group’s financial position and performance during the period, updated to the latest practicable date.


Trading in line with expectations; outlook for the year unchanged:

  • Revenue for the first quarter of £503 million, underlying# growth of 3% on last year
  • Continued good underlying# growth of 8% from the B2B businesses
  • Underlying# revenue decline of 4% at Associated Newspapers (now dmg media); improved profit margin driven by cost efficiencies
  • Further B2B bolt-on acquisitions
  • Disposal of Northcliffe Media effective 30th December, 2012
  • Commencement of share buy back programme
  • Outlook for the year unchanged



The principal acquisitions in the quarter were FirstSearch Environmental Information Network (FEIN), a £21 million bolt-on purchase by dmg information’s US propertyI nformation business, Environmental Data Resources (EDR) and the £5 million acquisition by Euromoney of an 87% stake in TTI/ Vanguard.

  • FEIN provides environmental professionals across the US with products that allow them to assess environmental contamination risks in respect of commercial real estate. The acquisition brings opportunities to upsell FEIN’s customers to EDR’s broader portfolio of products, improve EDR’s product offering and deliver cost synergies.
  • TTI/Vanguard is a private membership organisation for senior executives who lead technology innovation in global organisations. Enterprises subscribe to TTI/Vanguard’s conference series to explore the potential effects of emerging and potentially disruptive technologies. Euromoney has a successful record of acquiring events businesses and accelerating their growth globally and TTI/Vanguard is an expansion for Euromoney into the high-technology content sector.

Other acquisition payments in the quarter included £5 million for the remaining stake in RMS Japan; £2 million for Beat the GMAT, a bolt-on acquisition for Hobsons; £1 million for Renaissance, a bolt-on acquisition for Landmark, and earn-out payments in respect of historic acquisitions.


Following dmg media’s November 2012 disposal of its central and eastern European digital consumer jobs and motors businesses, the remaining Hungarian print business, Lapcom, was sold in January 2013, completing dmg media’s exit from the region. In the year to September 2012, the disposed businesses contributed £4 million of profit before tax and £27 million of revenues. Disposal proceeds in the first quarter were £27 million and a further £62 million was received in January 2013 in respect of the disposals of Lapcom and Northcliffe Media.

Read the full announcement here

# See the full announcement for the definition of “underlying”

UK, London

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Electra Partners to acquire UBM’s Data Services businesses

electraPrivate equity business Electra Partners has made a binding offer to acquire a portfolio of UBM’s Data Services (Delta) businesses for £160 million. Delta represents the bulk of UBM’s Data Services segment and includes its Health, Technology and IP, Trade & Transport, and Paper business units. Operating in 28 countries worldwide, the businesses provide data and information products which professionals use to support their decision-making and day-to-day business activities.

In 2012, the businesses generated revenue of £179.3m (£190.0m in 2011) and adjusted operating profit of £27.4m (£27.7m in 2011). As at 30 June 2012 the businesses had gross assets of £295.5m.

Electra Private Equity PLC and the Electra Partners Club 2007 LP will invest approximately £127 million jointly. That is, £114 million and £13 million respectively at completion.


Upon completion, the cash consideration of approximately £100m (net of working capital adjustments) will be used to repay bank debt. The vendor loan note, which will be held at amortised cost, will carry a 6% PIK coupon and has a final maturity of six years.

Commenting on the offer, Alex Fortescue, Chief Investment Partner at Electra Partners, said: “UBM’s Data Services businesses are a robust and diverse portfolio of businesses offering mission critical data products to users across five continents and five vertical segments. We are excited by the opportunities to develop these businesses and deliver value growth.”

UK, London

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UBM plc will issue its Full Year results on 1st March 2013 and host an Investor

Presentation, at the London Stock Exchange, at 11am that morning.

Pearson trading update – continuing tough market conditions

Pearson2Pearson has provided a January trading update. They will report preliminary results for 2012 on 25 February 2013.

See below:

In general, Pearson’s businesses continue to face tough market conditions and structural industry change which we see continuing into 2013. The company continues to gain share in key markets and to benefit from its investments in digital services and developing economies.

Market conditions remained weak, as expected, in the key fourth-quarter selling season for higher education, consumer publishing and corporate advertising. For 2012 as a whole we expect to report good revenue growth at constant exchange rates, operating profit of approximately £935m (broadly level at CER), adjusted earnings of approximately 84p per share and cash conversion of close to 90%. The 2012 results will reflect the absence of a profit contribution from FTSE International (£20m of operating profit and 2.2p of EPS in 2011) and the impact of the radically-changed trading environment for Pearson in Practice, which led to the recent decision to plan to exit that business.

Our North American education business will report modest revenue growth at constant exchange rates, indicating another year of significant market share gains in North America. 2012 was a particularly tough year for the US educational materials industry, with net sales for the combined US School and Higher Education publishing industries declining by 11% in the first 11 months of the year, according to the AAP. Our services and digital learning revenues continued to grow rapidly and we benefited from a strong performance from recent acquisitions and tight cost control.

Our International education business will report double digit sales growth at constant exchange rates as we continued to perform well in developing markets, assessment and English Language Teaching. School publishing markets remained generally subdued as a result of macroeconomic pressure and weak government funding in developed markets. Margins will be level with 2011 as we continue to invest to build scale, particularly in developing markets.

Our Professional education business will report operating profits significantly lower than in 2011. We have achieved good growth once again in professional testing but our UK adult training business, Pearson in Practice, faced a dramatic fall in demand with changes to the apprenticeships programme. We believe this business no longer has a sustainable model and therefore recently announced that we are planning for the exit or closure of Pearson in Practice. As previously announced, the cost of closure and impairment is expected to be approximately £120m and will be reported as a loss on disposal in Pearson’s 2012 statutory accounts.

The Financial Times Group will report good revenue growth for the full year, in spite of a slow fourth quarter caused by weaker advertising sales. Our digital and subscription-based revenues continued to grow well at both the FT and Mergermarket. The FT Group’s full-year profits will be significantly lower than in 2011, reflecting the absence of a contribution from FTSE International following its disposal and further actions to accelerate the shift from print to digital.

Penguin benefited from a good fourth-quarter publishing performance and traded in line with our expectations in its key selling season. It will report revenues in line with 2011 at constant exchange rates in spite of rapid industry change and tough conditions in the physical book retail market. Following Pearson and Bertelsmann’s announcement of their plans to combine Penguin with Random House, the two companies are seeking clearance for the proposed merger from appropriate regulatory authorities around the world. Though the timing of this process is inevitably uncertain, its completion will prompt significant restructuring as we demerge Penguin from Pearson and integrate it with Random House. We believe that the combined organisation will have a stronger platform and greater resources to invest in rich content, new digital publishing models and high-growth emerging markets.

For the full year, we expect our total interest charge to adjusted earnings to be approximately £50m (including a £12m pensions finance credit) and our effective tax rate to be around the low end of our guidance of 24-26% with our cash tax rate benefiting from the deferral of a tax payment into 2013.

Pearson generates approximately 60% of its sales in the US. The average £:$ exchange rate during 2012 was 1.59. The year end £:$ exchange rate was 1.63. A five cent move in the average £:$ exchange rate for the full year has an impact of approximately 1.4p on adjusted earnings per share.

UK, London

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Tarsus Group plc to acquire 51% of Indonesian exhibition organiser PT Infrastructure Asia

TarsusB2B media group Tarsus Group plc is to acquire 51% of Indonesian exhibition organiser PT Infrastructure Asia (PTIA) from PT Event Pro International. The founders and the existing management will continue to run the business post acquisition. The acquisition is expected to complete in the first quarter of 2013. The Consideration will be met from Tarsus’s existing cash resources. Terms of the deal were not disclosed.

Tarsus will pay an initial cash consideration on completion of $0.5 million for the 51% interest, with estimated total deferred payments of approximately $2.4 million in aggregate during 2014 and 2015.

Tarsus and the PT Event Pro International have conditional put and call options at various points in 2016 and 2017 in respect of the outstanding 49% shareholding in PTIA. The total consideration for 100% of PTIA has been capped at US$23 million.

PTIA currently owns and organises three annual business-to-business exhibitions and one seminar series in Indonesia:

  • IIICE, focused on the development of Indonesia’s infrastructure;
  • IFTS, a series of infrastructure related seminars, that support IIICE;
  • ITMIT, a new launch in November 2013 which will co-locate with IIICE and focus on the Telecommunications, Media and IT sectors; and
  • APSDEX, an event for the security and defence industry.

Douglas Emslie, Tarsus Group Managing Director, said, “PTIA is an excellent fit with our strategic objective of quickening the pace of our earnings by investing in fast growth markets. PTIA has the leading events serving the Indonesian infrastructure sector, which is earmarked to receive an unprecedented $243 billion of investment by 2025.”

UK, London & Indonesia, Jakarta

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WPP acquires remaining shares of three Colombian agencies

wppWPP‘s wholly owned companies Grey, G2 Worldwide and MediaCom have acquired the outstanding shares in three leading agencies in Bogota, Colombia.

Grey, the global advertising agency network, has acquired the remaining shares in REP/Grey, one of Colombia’s best-regarded advertising agencies. G2 Worldwide, the digital and relationship marketing company, has acquired the remaining shares in REP/G2. MediaCom, the media investment management company that is part of GroupM, has acquired the remaining shares in Massive, a media agency in Colombia.

Other WPP companies active in Colombia (including affiliates) are JWT, Ogilvy, Young & Rubicam, Wunderman, OgilvyOne, Burson-Marsteller, Live, Energy, TNS, Kantar Worldpanel, Millward Brown and IBOPE. Collectively (including associates), the Group will have revenues of approximately US $110 million and will employ nearly 1,700 people in Colombia.

UK, London & Colombia, Bogota

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DMGT annual report and M&A update

DMGTDMGT has published its 2012 Annual Report and Accounts for the year ending 30th September 2012.

Scroll down the page for the DMGT M&A report

Financial Highlights

  • Revenue 2012 – £1,960 million
  • Revenue 2011 – £1,985 million
  • Adjusted operating profit 2012 – £300 million
  • Adjusted operating profit 2011 – £281 million
  • Adjusted profit before tax 2012 – £255 million
  • Adjusted profit before tax 2011 – £232 million
  • Statutory profit before tax 2012 – £206 million
  • Statutory profit before tax 2011 – £126 million
  • Adjusted earnings per share 2012 – 49.4p
  • Adjusted earnings per share 2011 – 46.1p
  • Dividend per share 2012 – 18p
  • Dividend per share 2011 – 17p

Business Highlights

  • Percentage of digital revenue 2012 – 35%
  • Percentage of digital revenue 2011 – 32%
  • Total number of employees 2012 – 11,600
  • Total number of employees 2011 – 12,000
  • Profit split by B2B and B2C 2012
    • B2B 73%
    • B2C 27%
  • Profit split by B2B and B2C 2011
    • B2B 734%
    • B2C 26%

You can see the full interactive annual report here

M&A Report

For the fourth consecutive year disposal proceeds at DMGT have exceeded acquisition costs.

DMGT made a range of disposals, acquisitions and selective investments throughout the year. They announced a series of bolt-on acquisitions at dmg::information including Intelliworks,PrepMe and SpringRock. Euromoney acquired Global Grain Geneva and Global Grain Asia (a Fusion deal) and A&N Media acquired Jobrapido.

DMGT also announced the merger of online property portal, The Digital Property Group, with Zoopla.

dmg::information also made a series of investments in the US property market through Xceligent, Real Capital Analytics and BuildFax. In total, acquisitions, including a slight increase in their shareholding in Euromoney to offset dilution from incentive plans, utilised £75 million of cash.

Following the year-end DMGT made a further bolt-on investment at Hobsons with their acquisition of the US website Beat the GMAT.

DMGT also made a number of disposals.. Disposals in the early part of the year were primarily focused in Associated (Top Consultant, motors.co.uk and Teletext) whilst in the second half of the year they announced the disposal of the remaining stake in DMG Radio Australia and the sale of dmg::event’s Evanta leadership and conference business. Total disposal proceeds amounted to £125 million.

Post year-end on 21st November, 2012 DMGT announced they had reached agreement to sell Northcliffe Media, to Local World, a newly formed media group. DMGT will receive consideration of £52.5 million in cash and a 38.7% shareholding in Local World, which will allow DMGT to benefit from the potential upside from the evolution of the regional newspaper industry.

UK, London

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Groupon acquires channel management provider CommerceInterface

Groupon has acquired CommerceInterface, a provider of web-based channel management technology that helps manufacturers, distributors and retailers succeed at managing their businesses and selling online. Terms of the deal were not disclosed.

Groupon has used CommerceInterface technology since April 2012 to streamline operations of the growing Groupon Goods platform and automate interactions with thousands of existing vendors. The acquisition enables Groupon to leverage infrastructure provided by CommerceInterface to support and optimise the Groupon Goods business around the world in 2013.

“CommerceInterface has proven to be an important piece of Groupon Goods infrastructure in the U.S., quickly and reliably streamlining the execution of orders and other vendor interactions,” said Faisal Masud, head of Groupon Goods. “We look forward to enhancing our abilities to better support merchants overseas beginning early next year.”

CommerceInterface will no longer service other retail channels and current customers will have the option to transition to other vendors over the next six months with migration support from the company.

USA, Chicago, IL

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Nielsen to acquire Arbitron

nielsenNielsen Holdings N.V., a provider of information and insights into what consumers watch and buy, is to acquire Arbitron Inc., an international media and marketing research firm.

Nielsen will acquire all of the outstanding common stock of Arbitron for $48 per share in cash, representing a premium of approximately 26 percent to Arbitron’s closing price on December 17, 2012. Nielsen has a financing commitment for the total transaction amount.

“U.S. consumers spend almost 2 hours a day with radio. It is and will continue to be a vibrant and important advertising medium,” said Nielsen Chief Executive Officer David Calhoun. “Arbitron will help Nielsen better solve for unmeasured areas of media consumption, including streaming audio and out-of-home. The high level of engagement with radio and TV among rapidly growing multicultural audiences makes this central to Nielsen’s priorities.”

Arbitron generated total revenues of $445 million and adjusted EBITDA of $131 million for the 12 months ended September 30, 2012. Cost synergies are reported to be at least $20 million and will be largely driven by the integration of technology platforms and data acquisition efforts.

USA, New York, NY

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