Communisis plc has acquired the entire share capital of The Communications Agency Limited (TCA) or £7.25m. TCA is a long-established agency that specialises in brand response and customer relationship marketing.
TCA is based in London with 42 employees, all of whom are transferring to Communisis. The Chairman, Robert Prevezer, and Chief Executive, Adam Leigh, the principal vendors, are also joining the Group in senior executive roles.
Terms of the Acquisition
Communisis has acquired TCA for £7.25m plus the amount of TCA’s surplus cash of up to £0.75m. The consideration will be paid in cash of up to £6.55m and 2,404,643 new ordinary shares in Communisis to the value of £1.45m. Of the base consideration, up to £0.5m in cash is deferred and contingent on TCA delivering its projected adjusted EBITDA for its financial year ending 31 October 2014. The base consideration takes account of TCA’s adjusted EBITDA both for the year ended 31 October 2013 and projected for the three years ending 31 October 2016, before synergy benefits.
For the financial year ended 31 October 2013, TCA generated adjusted EBITDA of £0.45m on turnover of £6.2m (£4.0m net of recharged costs). Gross assets at that date were £1.38m.
Andy Blundell, Communisis Chief Executive, said, “TCA is a long-established, award-winning and well-respected agency that brings an impressive range of new capabilities and experience to the Group’s Design segment. It will sit at the heart of Communisis’ creative offering. The growth prospects are excellent.”
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