Tarsus Regulatory News (TRS)

30 January 2019

Tarsus Group plc

Option agreement for outstanding minority interest in Tarsus Connect LLC ("Tarsus Connect")

Tarsus US Holdings Incorporated, a wholly owned subsidiary of Tarsus Group plc (LSE: TRS, "the Group", "Tarsus"), today announces that it has entered into an option agreement ("Option") to acquire the remaining 19.9% minority interest (the "Interest") in Tarsus Connect it does not already own from Connect Holdco Inc. ("Connect Holdco") (the "Transaction").

Tarsus Connect is a leading US business travel and meetings event company, serving the business travel and meetings sector through a combination of national, regional and vertically focused events which are supplemented by an integrated media offering and additional marketing solutions. Tarsus Connect runs events across the United States held throughout the year that bring together meeting professionals and planners with suppliers to the business travel and meetings sector. The meetings are arranged on an invitation-only, appointment-based format, which deliver efficiencies for both suppliers and planners.

The Option is exercisable by either Tarsus or Connect Holdco during March in any of the years 2022, 2023 and 2024. The exercise price will be calculated by reference to the prior calendar year EBITDA performance of Tarsus Connect but is capped at $18.8m (the "Cap") and is payable in cash. If, as a result of Connect Holdco exercising the Option, the acquisition of the Interest would result in the Cap being exceeded then the interest acquired would be reduced accordingly on a pro-rata basis. The remaining interest would then be subject to separate negotiation at the sole discretion of both parties. The Option lapses on 1 January 2025 but is extendable on the same terms if agreed by both parties.

Connect Holdco is a Related Party to Tarsus under LR 11.1.5R due to its shareholding in Tarsus Connect and this announcement is made in accordance with Listing Rule 11.1.10R.

Douglas Emslie, Tarsus Group Managing Director commented:

"Tarsus Connect has proved to be a great acquisition for the Group and we look forward to expanding and growing the business further in the years ahead.

"Acquiring outstanding minority interests is a key part of our "Quickening the Pace 2" strategy and I am delighted to agree this option arrangement."

For further information:

Notes to editors

Tarsus Group plc. (LSE:TRS) is an international business-to-business media group with interests in exhibitions, publishing and online media. The Group operates globally in the US and Americas, China, Southeast Asia, the Middle East and North Africa, Turkey and Europe, in key verticals including aviation, medical, labels and packaging, discount clothing (Off-Price), travel, housewares and automotive. 

Tarsus runs more than 150 events and websites and its flagship brands include the Labelexpo Global Series in Europe, the Americas and Asia and the Dubai Airshow. 

The Group operates across a worldwide network of offices in Dublin, London, Jakarta, Milwaukee, Atlanta, Boca Raton (Florida), Dubai, Shanghai and Istanbul.

For more information visit www.tarsus.com.