Last checked at 7 Jan 2008 07:00
Date: 7 January 2008
On behalf of: TMN Group plc ("TMN" or "the Group")
Embargoed until: 0700hrs
TMN Group plc
Acquisition of Netherlands-based digital direct marketing company
TMN Group plc (AIM: TMN) ("TMN" or "the Group"), the UK's premier online direct marketing group, is pleased to announce that it has agreed to acquire the entire issued and to be issued share capital of TAPPS B.V. a leading digital direct marketing company in The Netherlands, for a maximum consideration of ‚£ 7.94m (¢â€š¬10.75m) (the "Acquisition").
The initial consideration for the Acquisition of ‚£5.70m (¢â€š¬7.75m) comprises a cash consideration of ‚£3.91m (¢â€š¬5.25m) (the "Cash Consideration") and a share consideration of ‚£1.79m (¢â€š¬2.50m) (the "Share Consideration"). The Cash Consideration is to be met from the Group's existing resources and from new facilities entered into with the Group's existing debt provider, Barclays Bank plc. The Share Consideration will be satisfied through the issue of 3,788,326 new ordinary shares in the Group (the "Consideration Shares"). The Consideration Shares are subject to a lock-up until 4 January 2009. A conditional deferred consideration of up to a maximum ‚£2.24m (¢â€š¬3.00m) will become payable if TAPPS meets certain trading targets for the twelve month periods ending 30 April 2009 and 30 April 2010 (the "Earn-Out Years"). Such conditional deferred consideration will be payable in each of the Earn-Out Years and satisfied with a split of 50% in cash and 50% in new ordinary shares in the Group, or such higher proportion in cash as the Group elects.
TAPPS works with its partners by monetising their email databases and websites, offering advertisers unparalleled and highly qualified access to more than seven million internet users in The Netherlands. TAPPS has a blue chip client base and has the largest inventory of email addresses in The Netherlands. For the period ended 31 December 2006 TAPPS generated revenue of ¢â€š¬4.00m (2005: ¢â€š¬ 2.40m), earnings before interest, tax and non-recurring items of ¢â€š¬1.04m (2005: ¢â€š¬0.40m) and profit before taxation of ¢â€š¬0.80m (2005: ¢â€š¬0.29m). At 31 December 2006 TAPPS had net assets of ¢â€š¬0.20m. The Acquisition is expected to be earnings enhancing in the first full year of ownership.
This is the Group's first step into the European market and will provide a solid foundation from which to launch its products, such as the competition and lead generation website, www.plum-offers.com, and Envoy, its email distribution platform, into new markets. Strong synergies exist between TAPPS and TMN Media, the Group's UK-based email marketing division, with the opportunity to share their knowledge and experience of the email marketing sector, strengthening the Group's offering. Further synergies will also be explored, such as the development of new European panels for the iD Factor, the Group's online market research division.
Application has been made to the London Stock Exchange for 3,788,326 new ordinary shares of ‚£0.0001 each in the capital of TMN (the "New Ordinary Shares") to be admitted to trading on the AIM Market of the London Stock Exchange. The admission of and dealings in these shares is expected to commence on 8 January 2008. Following the Admission of the New Ordinary Shares, TMN will have 54,880,677 Ordinary Shares of ‚£0.0001 in issue.
For the purposes of this announcement, exchange rates of STG‚£1:EUR¢â€š¬1.342 for the Cash Consideration and conditional deferred consideration and STG‚£1:EUR¢â€š¬ 1.398 for the Consideration Shares have been used.
Mark Smith, CEO of TMN Group, commented:
"The online direct marketing sector is experiencing rapid growth and TMN is exploiting opportunities to growits presencein the sectorand control more of the advertisers online spend. TAPPS has built an excellent reputation in The Netherlands and is the ideal partner to support TMN's expansion into the European market, both for email marketing and online market research."
Annemiek de Geus - Verhagen, Directeur of TAPPS, said:
"We are excited about becoming part of TMN, which has a similar vision to our own. There will be considerable benefits for both companies, in particular, we see significant opportunities to introduce TMN's products to our clients and to develop beyond our existing markets."
- ends -Enquiries to:TMN www.tmnplc.comMark Smith, CEO 020 7440 9310Craig Dixon, CFO
Investec Investment Banking, NOMAD and broker to TMN
Andrew Craig 0207 597 4000Erik AndersonRedleaf Communications
Samantha Robbins / Anna Dunkin 020 7822 0200
TMN GROUP PLC