Ascential Regulatory News (ASCL)

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED TO CONSTITUTE INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATIONS

1 November 2018

Ascential plc

Acquisition of Flywheel Digital

Ascential plc (LSE: ASCL.L), the global specialist information company focused on the digital economy, announces the acquisition of Flywheel Digital LLC ("Flywheel"), a leading US-based provider of managed services to consumer product companies trading on Amazon, for an initial cash consideration of $60 million plus earn out payments payable over three years. 

Founded in 2014, Flywheel offers customers Amazon-specific software, tools and expertise to drive sales and brand performance across Amazon platforms by directly actioning solutions for clients. Flywheel's proprietary platforms and processes optimise brands' online operations, including merchandising, supply logistics and media management. Flywheel primarily serves large-scale US consumer product companies, with more than 70 customers and more than 90 staff based in Baltimore and Seattle.

The initial consideration of US$60m (subject to normal working capital adjustments) is being paid out of Ascential's existing cash reserves using capital released from the sale of the Exhibitions business. Earn out consideration is payable in cash based on the revenue of the business for the next three years to 2021 and is expected to total between approximately US$47m and US$196m. A portion of the earn out is subject to the founders remaining in employment with the company. The total potential consideration, including both initial consideration and earn out payments, is capped at US$400m in the event that extremely stretching revenue levels are reached.

In the year ended December 2017, Flywheel grew its revenue by more than 150% and delivered unaudited profit before tax of $4.8m. It had gross assets of $23.9m at December 2017. The transaction is expected to be earnings accretive in Ascential's current financial year.

Flywheel will report to Duncan Painter, CEO of Ascential. The business will be reported as part of Ascential's Sales segment alongside the newly integrated Edge business (comprising One Click Retail, Clavis, Planet Retail RNG and Brand View) which offers a range of insight and advisory solutions to improve performance across Amazon and other eCommerce platforms.

Duncan Painter, CEO of Ascential, commented:

"We have a clear focus on providing information and capabilities that enable our customers to succeed in the digital economy. The acquisition of Flywheel is in line with this strategy, further strengthening our offerings in eCommerce for brands navigating the digital market places, particularly Amazon."

For further information, please contact:

FTI Consulting LLP 020 3727 1000

Ed Bridges / Matt Dixon / Jamie Ricketts

About Ascential plc:

Ascential is a specialist, global, information company that helps the world's most ambitious businesses win in the digital economy. Our information, insights, connections, data and digital tools solve customer problems in three disciplines:

· Product Design via global trend forecasting service WGSN;

· Marketing via global benchmark for creative excellence and effectiveness Cannes Lions and WARC, and strategicadvisory firm MediaLink; and

· Sales via eCommerce-driven data, insights and advisory firm Edge, the world's premier payments and Fin Techcongress Money20/20, global retail industry summit World Retail Congress and Retail Week.

Ascential also powers political, construction and environmental intelligence brands DeHavilland, Glenigan and Groundsure.