Informa Regulatory News (INF)

Informa LEI: 5493006VM2LKUPSEDU20

Informa PLC Company Update

3 December 2024

Informa (LSE: INF.L), the international B2B Events, B2B Digital Services and Academic Markets Group today confirmed the completion of its agreement to combine Informa Tech's Digital Businesses with US-listed TechTarget.

Key Highlights

· Scale in B2B Digital Services…Informa TechTarget combines more than 220 specialist technology media brands, authoritative industry insights, a permissioned first party audience of 50m+ and a portfolio of powerful buyer intent and lead generation solutions for B2B technology companies;

· Long-term growth opportunity…Long-term growth in Enterprise Technology and the increasing use of B2B Digital Services underpin forward growth ambitions. Near-term market momentum remains subdued, with modest growth expectations going into 2025, when Informa TechTarget will focus on combination, business development and continuing improvement in its portfolio of data-led products;

· Nasdaq listing…The new company will be listed on the Nasdaq exchange (Nasdaq: TTGT) and classified as a controlled company. The Informa Group will own c.57% of the equity and will consolidate its revenue and profits as an operating division under IFRS accounting standards;

· Informa Board Update…Mary McDowell has been appointed Chair of Informa TechTarget and, therefore, on 30 November, she stepped down as a Non-Executive Director on the Board of Informa PLC. Louise Smalley, Non-Executive Director and Chair of the Remuneration Committee, has assumed the role of Senior Independent Director. In addition, Maria Kyriacou, Non-Executive Director, has been appointed the Board Representative for Colleague Engagement.

Cautionary Note Regarding Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than historical facts, are forward-looking statements, including: statements regarding the expected benefits of the transactions, such as improved operations, enhanced revenues and cash flow, synergies, growth potential, market profile, business plans, expanded portfolio and financial strength; the competitive ability and position of TechTarget, Inc. (the "Company" or "Informa TechTarget"); legal, economic, and regulatory conditions; and any assumptions underlying any of the foregoing. Forward-looking statements concern future circumstances and results and other statements that are not historical facts and are sometimes identified by the words "may," "will," "should," "potential," "intend," "expect," "endeavor," "seek," "anticipate," "estimate," "overestimate," "underestimate," "believe," "plan," "could," "would," "project," "predict," "continue," "target," or the negatives of these words or other similar terms or expressions that concern the Company's expectations, strategy, priorities, plans, or intentions. Forward-looking statements are based upon current plans, estimates, and expectations that are subject to risks, uncertainties, and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. We can give no assurance that such plans, estimates, or expectations will be achieved, and therefore, actual results may differ materially from any plans, estimates, or expectations in such forward-looking statements.

Important factors that could cause actual results to differ materially from such plans, estimates, or expectations include, among others: unexpected costs, charges, or expenses resulting from the Transactions; uncertainty regarding the expected financial performance of the Company; failure to realize the anticipated benefits of the Transactions, including as a result of integrating the Informa Tech Digital Businesses with the business of TechTarget; the ability of the Company to implement its business strategy; difficulties and delays in the Company achieving revenue and cost synergies; evolving legal, regulatory, and tax regimes; changes in economic, financial, political, and regulatory conditions, in the United States and elsewhere, and other factors that contribute to uncertainty and volatility, natural and man-made disasters, civil unrest, pandemics, geopolitical uncertainty, and conditions that may result from legislative, regulatory, trade, and policy changes associated with the current or subsequent U.S. administrations; the Company's ability to meet expectations regarding the accounting and tax treatments of the Transactions; market acceptance of the Company's products and services; the impact of pandemics and future health epidemics and any related economic downturns on the Company and the markets in which it and its customers operate; changes in economic or regulatory conditions or other trends affecting the internet, internet advertising and IT industries; data privacy and artificial intelligence laws, rules, and regulations; the impact of foreign currency exchange rates; certain macroeconomic factors facing the global economy, including instability in the regional banking sector, disruptions in the capital markets, economic sanctions and economic slowdowns or recessions, rising inflation and interest rate fluctuations on the operating results of the Company; and other matters included in Risk Factors of the Company's definitive proxy statement/prospectus filed by the Company pursuant to Rule 424(b)(3) on October 25, 2024 relating to the registration statement on Form S-4 (File No. 333-280529) initially filed with the United States Securities and Exchange Commission (the "SEC") on June 27, 2024, and declared effective by the SEC on October 25, 2024 and other documents filed by the Company from time to time with the SEC. This summary of risks and uncertainties should not be considered to be a complete statement of all potential risks and uncertainties that may affect the Company. Other factors may affect the accuracy and reliability of forward-looking statements. We caution you not to place undue reliance on any of these forward-looking statements as they are not guarantees of future performance or outcomes. Actual performance and outcomes, including, without limitation, the Company's actual results of operations, financial condition and liquidity, may differ materially from those made in or suggested by the forward-looking statements contained in this press release.

Any forward-looking statements speak only as of the date of this press release. None of the Company, its affiliates, advisors or representatives, undertake any obligation to update any forward-looking statements, whether as a result of new information or developments, future events, or otherwise, except as required by law. Readers are cautioned not to place undue reliance on any of these forward-looking statements.