Independent News & Media Regulatory News (INM)

27 Nov 2006 14:50

Incisive Media PLC27 November 2006 Not for release, publication or distribution, in whole or in part, in or intothe United States, Canada, Australia, Ireland or Japan. INCISIVE MEDIA PLC Acquisition of MSM International Limited Incisive Media plc ('Incisive Media'), a leading provider of businessinformation, is pleased to announce it has agreed to acquire the entire sharecapital of MSM International Limited ('MSM') for a cash consideration of £22.5m,representing £18.1m for the business and a pound for pound payment for netassets including cash. Consideration is subject to adjustment followingcompletion but shall not in any event exceed £23.0m. MSM is a publisher of targeted weekly and monthly financial services magazines,including Professional Pensions, and accompanying web sites, exhibitions,conferences and annual awards events. Since 1998 MSM has developed a number ofaward events and exhibitions, including Professional Pensions Show (UK), GlobalPensions (UK and New York) and the Currency Forum in the UK, New York and SanFrancisco. Based on the success of these events, MSM is launching a number ofnew exhibitions and conferences based on the readership franchise of its printbrands. In MSM's audited accounts for the year ended 31 March 2006, the company reporteda profit before tax of £1.4 million from turnover of £8.6 million. As at 31March 2006, MSM had gross assets of £6.6 million and net assets of £3.7 million. The transaction is earnings neutral in the first full year after acquisition,and EPS enhancing thereafter. The consideration will be funded out of anincreased debt facility with the Royal Bank of Scotland plc. Nick Rapley, Managing Director of Incisive Media's Investment Division, said: 'Incisive Media is constantly working to ensure its products reflect the changesin distribution and meet the changing needs of both readers and advertisers. Theacquisition of MSM allows Incisive Media's Investment Division to offer abroader coverage of the asset management industry - notably the pensions andwider retail investment markets. Incisive Media already covers the mid to topend of the investment market with a market leading title, Investment Week. Thiswill now be complemented by Professional Adviser which will retain and deepenits focus on the middle and mass market for the distribution of investmentproducts. These two leading weekly magazines will be supported by Incisive'swebsites investmentweek.co.uk and by ifaonline.co.uk. MSM also brings two verystrong pensions brands, Professional Pensions and Global Pensions, and threeother titles in markets related to those we already serve. Incisive Media willfurther invest in these high quality titles to develop their proposition andtake advantage of the changing dynamics of the pensions markets in particular." The founder shareholders of MSM Niall Sweeney, David Motum, Jeremy Lacey and KenWarman will not remain with the business. The acquisition of MSM is not conditional on the recommended proposals for theacquisition of Incisive Media by Apax Summer (Bidco) Limited ('Apax Summer(Bidco)') proceeding. These proposals are to be effected by means of a scheme ofarrangement under section 425 of the Companies Act 1985 (the 'Scheme').Following the approval of the resolutions proposed at the Court Meeting and theExtraordinary General Meeting by the relevant Incisive Media shareholders, it isexpected that the Scheme will be sanctioned at the court hearing to be held on 4December 2006 and that the Scheme will become effective on 6 December 2006. Thelatest date by which payment of the consideration due under the Scheme will bemade is 20 December 2006. The Panel on Takeovers and Mergers has waived the requirement for shareholderapproval for the proposed acquisition of MSM under Rule 21.1 under the City Codeon Takeovers and Mergers as Apax Summer (Bidco) has given its consent to theproposed acquisition. END For further information please contact: Tim Weller Chief Executive +44 (0) 20 7484 9700 Incisive Media plc tim.weller@incisivemedia.com www.incisivemedia.com Nick Rapley Managing Director, +44 (0) 20 7484 9700 Investment Division nick.rapley@incisivemedia.com Incisive Media plc www.incisivemedia.com Notes to Editors: Incisive Media is a fast growing specialist business information provideroperating in four markets: financial services, risk management, professionalservices and marketing services. The Company delivers key information todefined target audiences across a variety of platforms in print, throughmagazines; in person via conferences, exhibitions and training programmes; andonline through its various websites. Incisive Media's market leading brandsinclude Investment Week, Your Mortgage, Post Magazine, Risk, Unquote, SearchEngine Strategies and Legal Week. This information is provided by RNS The company news service from the London Stock Exchange