Centaur Media Plc – Proposed Disposal of Home Interest Business for £32 million, and Proposed Acquisition of MarketMakers for initial consideration of £13.4 million.
Centaur Media Plc (LSE: CAU) (“Centaur” or the “Group”), the business to business information, insight and events group is pleased to announce that it has entered into conditional agreements for both the disposal (the “Disposal”) of its business-to-consumer (“B2C”) division, Home Interest for an enterprise value of £32 million to Future plc (the “Home Interest Business”) and the acquisition (the “Acquisition”) of MarketMakers Incorporated Limited (“MarketMakers”), one of the UK’s leading integrated marketing services businesses for an initial consideration of £13.4 million with a deferred earnout amount based on EBITDA performance, further details of which are set out later in this announcement (together the “Transactions”).
The net proceeds from the Disposal will be used in part to provide all of the consideration for the Acquisition. As a result, completion of the Acquisition is conditional, inter alia, upon completion of the Disposal.
The Disposal and the Acquisition are each of sufficient size to constitute Class 1 transactions under the Listing Rules and are both therefore conditional on, inter alia, the approval of the Group’s shareholders at a general meeting of the Company. The shareholder circular convening the general meeting and setting out further details on and the rational for the Transactions is expected to be published and posted to shareholders later today. The Company will make a further announcement once the circular has been published which will include details of where the circular will be available from.
The Company has received irrevocable undertakings from certain shareholders to vote in favour of the Transactions in respect of 49,555,987 ordinary shares, representing approximately 34.29 per cent of Centaur’s issued share capital and non-binding letters of intent to vote in favour of the Transactions in respect of 21,360,630 ordinary shares, representing approximately 14.78 per cent of Centaur’s issued share capital.
• Transactions accelerate Centaur’s transformation to B2B focus
• Disposal of Home Interest Business for enterprise value of £32.0 million (£30.24 million in cash) to Future plc following previously announced sale process
• Disposal will allow the Group to further focus itself as a B2B digital, business intelligence and events media group offering additional products and services to its professional customer base
• Net proceeds from the Disposal of £28.6 million will be used in part to provide all of the consideration for the acquisition of MarketMakers
• MarketMakers had revenues of £11.4m and adjusted EBITDA of £1.7m for year ended 31 December 2016
• On MarketMakers:
o ranked as the No.1 telemarketing agency in the UK by B2B Marketing and has achieved growth in revenues of 27% over the last three years
o will bring sophisticated B2B telemarketing, data analytics, database enrichment and automated lead generation to the Centaur portfolio
o capabilities are entirely complementary to the Centaur’s existing marketing capabilities
• The Board believes the Transactions will allow the Group to become fully focused on accelerating the execution of its B2B strategy whilst reducing its reliance on print and advertising
Andria Vidler, Chief Executive, commented:
“These transactions are a major step forward in the continuing transformation of Centaur into a B2B focussed business, providing our increasingly professional customer base with a range of higher value-added products and services.
It is the right time for our Home Interest business to fulfil its potential under new ownership and we wish the management team every success.
MarketMakers is the premier business of its kind, led by a talented team, with a blue-chip international customer base. We believe that the business is a natural fit: an entrepreneurial, ambitious company which puts the needs of customers front and centre. It brings a rich array of products and technology to Centaur which we will be offering to our customers, while at the same time exposing MarketMakers’ extensive customer base to Centaur’s products and services.
The process of taking Centaur up the B2B value chain continues, and these transactions are a very significant step forward in our ambitions.”