Nielsen Media Research Limited completed the acquisition of Advertising Intelligence Division of Ebiquity plc.
January 01, 2019
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Nielsen Media Research Limited entered into an agreement to acquire Advertising Intelligence division (AdIntel) of Ebiquity plc for £26 million on February 13, 2018. The consideration is subject to adjustments for working capital and is payable in cash on completion. The assets being disposed comprise the contracts, employees, IP, fixed assets and working capital (excluding cash) used solely in the AdIntel business in the UK, Australia, Germany and the US. For the year ended December 31. 2017, the AdIntel business generated unaudited revenues of £21.9 million and operating profit of £4.4 million, before the allocation of central overheads. When the sale completes, all of the employees associated with the business, the assets and the trade will transfer to Nielsen Media Research Limited. The disposal is subject to certain conditions, including approval from the Competition and Markets Authority (CMA).
Completion is anticipated to take place during the second quarter of 2018, assuming the CMA provides clearance following its high-level Phase 1 examination. In the event the CMA should instead refer the transaction for a more detailed Phase II investigation, then completion is unlikely to take place before the fourth quarter of 2018. The decision of CMA is expected on June 13, 2018. As of June 13, 2018, CMA has found that the transaction may give rise to competition concerns. Nielsen Media Research Limited and Ebiquity have until June 20, 2018 to offer a solution to the competition concerns raised by the CMA, otherwise it will go ahead with a more in-depth (phase 2) investigation. As on June 25, 2018, the transaction has been referred for an in-depth Phase 2 investigation by the Competition and Markets Authority. As on July 13, 2018, the deadline for the statutory decision is December 9, 2018. As on October 11, 2018, the CMA has provisionally found that the proposed merger does not raise competition concerns. CMA provisionally concluded that the merger may not be expected to result in input foreclosure in the supply of UK AdIntel data post-merger. The CMA is now asking for views on these provisional findings by November 1, 2018 and will assess all the evidence before making a final decision. As of November 22, 2018, Competition and Markets Authority approved the deal.
Net proceeds of the disposal after tax and transaction costs will be used to reduce Ebiquity's net debt. Quayle Munro Limited and Nick Westlake of Numis Securities Limited acted as financial advisors for Ebiquity. Toby Adcock of Numis Securities Limited acted as corporate broker to Ebiquity. Rebecca Gordon, Rebekah Winsor, Simon Neil, Simon Bollans, Claire Bowles, Helen Jeans, Alistair Godwin and Anisa Dudhia of Osborne Clarke LLP acted as legal advisor to Ebiquity plc. Houlihan Lokey acted as financial advisor to Ebiquity plc.
Nielsen Media Research Limited completed the acquisition of Advertising Intelligence Division of Ebiquity plc on January 2, 2019.
Ebiquity plc is a United Kingdom-based provider of media investment analysis. The Company provides data-driven solutions and independent, fact-based advice, enabling brand owners to improve media investment decisions and business outcomes. It provides analysis and solutions through five Service Lines: media management, media performance, marketing effectiveness, technology advisory and contract compliance. Its media management service provides guidance to global brands, offering an understanding of their digital media performance to help them make informed decisions about their media investments. The Company's media performance service helps brand owners drive efficiency and effectiveness from their media spend, eliminating wastage and creating value. Its marketing effectiveness service provides a picture of the true levers of business performance by using a suite of complementary methods. The Company's contract compliance division, FirmDecisions, provides contract compliance services.