Ebiquity plc Acquisition of Fairbrother Lenz Eley
Ebiquity plc is pleased to announce the acquisition of the entire issued share capital of FLE Holdings Limited, the holding company of the FLE Group ("FLE" or the "Acquisition"). FLE is being acquired for an initial consideration of £5m with a maximum total consideration of up to £11m, depending on the performance of the FLE business in the year ending 31 December 2012. The Company has the option to satisfy not more than 25% of the deferred consideration through the issue of ordinary shares. The Acquisition will be earnings enhancing in the first full financial year and following the realisation of identified synergies.
FLE is a leading international media consulting business with over 70% of its business derived from international client assignments. The acquisition of FLE will further strengthen Ebiquity's global reach and offering. Ian Fairbrother, FLE's founder, will remain as Chief Executive of the FLE business.
Adjusted to take account of Ebiquity's accounting policies, FLE's unaudited revenue for the year ended 31 December 2011 was £8.6m and it generated an operating profit before highlighted items of £1.0m. FLE had unaudited net assets of £2.2m at 31 December 2011 and employs over 70 people.
New debt facilities
The Company has at the same time entered into a new £30m debt facility with Bank of Ireland and Barclays. This new facility has been used to refinance existing debt, to fund the Acquisition, and to make funds available for other potential future acquisitions and working capital requirements. It is not anticipated that net debt:EBITDA (on a pro forma basis) will increase beyond 1.5 as a result of the Acquisition.
The Board is pleased to announce that trading in the second half of the financial year continues to be in line with the Board's expectations.
Michael Greenlees, Chief Executive Officer of Ebiquity:
"Our strategy is to develop the depth of our offering, our geographic reach, and ensure that we continue to keep pace with the increasingly complex global marketing and media performance measurement market which we estimate to be worth over £800m and growing. The acquisition of FLE further strengthens our global reach and we look forward to working with Ian Fairbrother and his team."