Deals

Tarsus Group plc Acquires PT Infrastructure Asia

Posted: 17th January 2013 10:11
Tarsus Group plc (LSE: TRS, "Tarsus" or the "Group"), the international business-to-business media group, has agreed to acquire 51% of Indonesian exhibition organiser PT Infrastructure Asia ("PTIA") from PT Event Pro International (the "Vendor").
 
PTIA currently owns and organises three annual business-to-business exhibitions and one seminar series in Indonesia:

  • IIICE, an international exhibition in Jakarta in November 2013 (third edition), focusing on the development of Indonesia's infrastructure;
  • IFTS, a series of infrastructure related seminars, that support IIICE;
  • ITMIT, a new launch exhibition and conference in November 2013 which will co-locate with IIICE and focus on the Telecommunications, Media and IT sectors; and
  • APSDEX, a high level event for the security and defence industry.
Tarsus will pay an initial cash consideration on completion of US$0.5 million (approximately £0.3 million) for the 51% interest, with estimated total deferred payments of approximately US$2.4 million (approximately £1.5 million) in aggregate during 2014 and 2015. 
 
Tarsus and the Vendor have conditional put and call options at various points in 2016 and 2017 in respect of the outstanding 49% shareholding in PTIA. The total consideration for 100% of PTIA has been capped at US$23 million (approximately £14 million) (the "Consideration").
 
The acquisition provides Tarsus with an important hub in the fast growing Indonesian exhibition market.  It will enable the Group to develop a range of infrastructure sector exhibitions and provide a platform with which to launch a number of new exhibitions, primarily drawing on Tarsus's existing brands. The founders and the existing management will continue to run the business post acquisition.
 
The Consideration will be met from Tarsus's existing cash resources. It is expected to be earnings enhancing in the current financial year ending 31 December 2013 and thereafter. For the year ended 31 December 2011, PTIA recorded an unaudited break even profit before tax. PTIA's unaudited gross assets as at 31 December 2011 were US$0.1 million (approximately £0.1 million).
 
The acquisition is conditional on normal Indonesian regulatory approvals and is expected to complete in the first quarter of 2013.
 
Douglas Emslie, Tarsus Group Managing Director, said:
 
"PTIA is an excellent fit with our strategic objective of quickening the pace of our earnings by investing in fast growth markets.
 
"PTIA has the leading events serving the Indonesian infrastructure sector, which is earmarked to receive an unprecedented $243 billion of investment by 2025.
 
"The Indonesian market is undergoing a period of rapid change, with a marked shift away from its historical emphasis on consumer events towards B2B exhibitions. As a result we would expect PTIA to experience strong organic growth supplemented by bolt-on acquisitions."

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