2 Jan 2018 07:00
SEC S.p.A.
("SEC" or the "Company")
Acquisition of Newlink Comunicationes Estratégicas S.A.S of Colombia
SEC, the largest independent advocacy, public relations and integrated communications agency in the Italian market, is pleased to announce it has acquired a majority stake in Newlink Comunicationes Estrategicas S.A.S ("Newlink")., based in Bogotà, Colombia, in line with its stated acquisition strategy and specifically referred to in the Admission document dated 20 July 2016.
The total consideration, for 51% of the issued share capital of Newlink is as follows:
· The Net Financial Position (NFP) equal to €70,635 today in cash; and
· up to pesos 7,648,571,000 (€ 2,185,306) through an earn out over 4 years out scheme, with the final price to be determined on the existing management achieving an increase in the EBIDTA of Newlink of approximately 12.5% subject to a maximum consideration of €2,185,306 for the 51%.
In addition, a shareholder agreement between SEC and the minority interest in Newlink provides the 49% minority shareholders with a "put" option at the end of the fifth year to sell the remaining 49% stake for a consideration comprised of 50% cash and 50% SEC S.p.A. (AIM: SECG) shares. There is no obligation to exercise the option or guarantee that it will be exercised, but the agreement provides that if the option is exercised SEC will pay no more than €4,284,914 for the total 100% of Newlink.
Background
Newlink is considered to be a leading company in the Colombia market with a strong track record in Corporate Communications, Marketing Communications and Integrated Public Affairs, a culture of transparency and ethics, and a forward looking approach in developing new integrated campaigning techniques.
Newlink advises a long list of Blue Chip Corporations with long standing relations.
In the financial year ended December 2016 Newlink had a turnover of pesos 9,984,598,207 (approximately € 2,852,742); made an EBITDA of pesos 879,934,000 (approximately €246,135); a profit before tax of pesos 806,578,684 (approximately € 225,056). The total asset value of Newlink for the same period was pesos 3,028,746,272 (approximately €845,732).
SEC acquired the shares in Newlink from Maria Claudia De Francisco Zambrano, New Life Colombia S.A.S. and Newlink Communications Group Inc.
Existing management, who will hold the minority interest of 49%, will continue to run the business, retaining the values, culture and ethos which developed Newlink as the leading company as it is today and for which Newlink is known to date. This is in line with the SEC strategy which is successfully building a partnership of independently run consultancies who are encouraged to retain what it is that has set them apart from the competition rather than a network of agencies who lose their identity in the process of being taken over by a larger multinational.
As part of the SEC Group, the board intend that Newlink will have the necessary scale to build its business at a local, regional, national, and international level. SEC will base its regional headquarters at Newlink's Office in Bogotá from which it will seek to expand its reach in Latin America in addition to its other lines of expansion into North America and Asia.
For more information:
SEC S.p.A
Fiorenzo Tagliabue (CEO)
Telephone: +39 335 6008858
WH Ireland Limited
Katy Mitchell
Jessica Cave
Alex Bond
Telephone: +44 207 220 1666