Acuris acquires Sparkspread

AcurisAcuris, the BC Partners and GIC backed provider of data, research, intelligence and analysis, has acquired SparkSpread, an online news service providing intelligence on M&A and financing in the global energy business. The financial terms were not disclosed.

 

New York-headquartered SparkSpread was founded by journalists Will Ainger and Victor Kremer in 2005. It will become part of Acuris’ Infrastructure division.

“We are excited to welcome the acclaimed SparkSpread team to the growing Acuris family,” said Hamilton Matthews, CEO of Acuris. “We have been considering ways to broaden our energy sector coverage for asset managers, fund investors and advisors alike. We look forward to collaborating with Will and Victor to achieve this.”

 

UK, London & USA, New York, NY

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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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Legal Wisdom in Technology Mergers and Acquisitions

Thomas Colmer3

GUEST FEATURE

It’s been said “lawyers are like rhinoceroses: thick skinned, short-sighted and always ready to charge”.

Avoid charging off into the wilderness or not seeing the wood for the trees.

Here’s an insider’s twelve point list of key pointers to make your life easier and get the outcome you deserve.

Focus on the Big Stuff

Start by using what time you have establishing: potential road blocks; workable alternative solutions; “nice but not critical” points; concessions; trade-offs; “red lines”; and “deal killers”. This helps you focus and avoid bear traps, even if more time is spent negotiating warranties and disclosure. “Follow the money”. Create options. Understand all obligations.

Front Load the Thinking

The earlier you get advice, the more use it will be. Like steering a tanker, your ability to influence the direction of a deal often reduces over time. Negotiating detailed term sheets at the outset can avoid expensive abort costs or the chances of being hijacked into unfavourable terms deep into a process (when bargaining positions may have changed) or worse.

Build on Sound Foundations

Obtaining the right sale price and terms requires early legal and tax involvement. Vendor due diligence can help identify and clean up issues. Pre-sale reorganisations may optimise risk mitigation. Deal structure often impacts upon liability and terms. Consider whether your counterparty has sufficient standing and whether a guarantee, earn out, staggered sale or escrow (holding back consideration) is appropriate.

Timing can be Everything

Time zone differences, remote completions and interrelated transactions present risks best addressed early and in writing. At each stage, “what happens if a bomb goes off?” Establish all internal or other requirements and conditions precedent early (e.g. competition/anti-trust approvals, change of control consents, credit committee sign off). Don’t underestimate the effects of “deal drag”. Budget for deals sucking up time, particularly with a business to run simultaneously.

Damn Due Diligence and Disclosure

Organising due diligence and disclosure materials (and rationally explaining issues, at the appropriate time) will reduce frustration, demonstrating credibility and professionalism and mitigating liability without “spooking” a buyer, particularly at the last minute. Electronic “virtual” data rooms with access control and audit trail are advisable. Scope your requirements to report effectively on due diligence so it is a useful tool rather than an expensive, out dated, paper-intensive disclaimer. Early sight of the size, content and order of a data room will help.

Think Before (and How) you Engage

Once past competitive tension of a beauty parade or auction, a prospective buyer looking “under the bonnet” of your business may not be as accommodating as in its initial flirtation. Carefully consider when and how to disclose (particularly sensitive) information (e.g. Intellectual Property, employees, customers). Data protection law and confidentiality considerations will be relevant. Conversely, a buyer should consider exclusivity (locking others out of the deal) and break fees (recouping a sum if the deal aborts). Make sure that unexpected legal obligations are not being incurred (e.g. financial promotions in teasers and information memoranda).

Be Organised and Prepared

Documents lists clarify requirements, assign responsibility and manage expectations. Splitting tasks can foster collaboration but decide “who holds the pen” on drafting documents in advance. Establish clear (realistic) deadlines (and the reasons for them), work-streams and a path to closure. Detailed issues lists and minutes of meetings reduce repetitive posturing and obfuscation of points. Be sure, however, that control of the agenda is not abused and accurately reflects your position.

Try Another’s Shoes

Consider sensitivity to cultural differences. Face saving may mean wasting time negotiating with people without the authority or influence to make decisions. Cutting to the chase (and cutting people out) can produce results but be wary of being bounced into meetings without representation. US buyers unfamiliar with The Code on Takeovers and Mergers in the UK need to be live to unexpected restrictions (e.g. market purchases, break fees, timing and disclosure of information).

Communication is Key

Establish your preferred means of communication and clear reporting lines to avoid “the tail wagging the dog”. Transaction process can drive terms or outcome, particularly when deal fatigue entrenches positions if left unconsidered. Consider meetings (with an agenda and chairman) instead of video-conferences and instant messenger on remote conference calls. Phone calls may achieve more than email overload. Try to control unnecessary iterations of documents or calls/meetings for their own sake. Track Changes facilitates collaborative drafting but ensure metadata is not inadvertently revealed and version control retained.

Choose the Right Law(yer)

Choice of governing law will be relevant to the selection of legal counsel but can affect the balance of power or provide arbitrage. Consider this separately from the location of a business or appropriate jurisdiction and procedure for disputes. Use deal excitement to explore real commercial drivers, objectives, timing, dynamics, personnel and sensitivities during sales pitches and test how attentive and hungry a lawyer is for your business. Honest, transparent and frank discussions on scope of work and imaginative fee proposals build mutual trust and pay dividends.

Are you Paying Attention?

Sell side lawyers often get appointed before the buy side, particularly when competitive tension is maximised. Key verbal and non-verbal deal information and nuance can be lost after initial stages. Similarly, initial interaction often sets the tone and terms. Adversarial counterparties may also easily spot and seek to exploit shortcomings.

Enjoy (All of) the Ride

Adviser relationships, feedback, patience and a sense of humo(u)r are essential. Make clear how much authority you give to your lawyer, let them know when you want them to take the lead and argue your corner. Lawyers are critical to getting an enjoyable deal done smoothly (or at all), what it looks like and, crucially, how it stands the test of time. In short, legal wisdom in Technology M&A can add value at each and every stage.

Want to know more? Please get in touch.

Thomas Colmer is a corporate finance lawyer at Osborne Clarke specialising in domestic and cross-border private and public mergers and acquisitions. You can contact him at:

T: + 44 20 7105 7276 logo-osborne-clarke.ashx
M: + 44 7887 691 541
E: thomas.colmer@osborneclarke.com
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