Acquisition

11 Sep 2007 07:00

The Mission Marketing Group PLC11 September 2007 11 September 2007 The Mission Marketing Group plc ("themission") or (the "Company") Acquisition of Story provides additional direct and digital expertise plusexpanded national footprint. themission(R), the AIM listed national marketing communications and advertisinggroup, announced today that it has acquired Story UK Limited ("Story"), aleading marketing agency, based in Edinburgh, specialising in award-winningdirect response and digital communications. themission(R) has acquired the entire issued share capital of Story for aninitial consideration of £6.9m consisting of initial cash/loan notesconsideration of £4.1m and a further £2.8m satisfied by the issue of 2,060,485new ordinary shares in themission(R) issued at 134.675 pence per share. Anadditional deferred initial consideration of £0.1m cash and £0.1m in shares isalso payable. The combined initial and deferred initial consideration of £7.1mis payable if the annualised EBIT for the nine months to 31 December 2007exceeds £1.32m. This acquisition is expected to be immediately earningsenhancing on an annualised basis. A further potential payment of up to a maximumof £6.4m is due in March 2011, subject to Story meeting challenging performancecriteria based on its pre-tax profit performance over the approximately threeyear period from completion of the acquisition to 31 December 2010. This finalpayment is payable in cash or up to 50% in shares, at the Company's discretion.The total consideration for Story is capped at £13.5m plus an amount by whichthe acquired net assets at completion exceed £0.4m. Story was established by Dave and Sue Mullen in 2002 and currently employs some30 staff who will all join themission(R). Story is a full service directresponse, digital and communications agency with its business splitapproximately 80% direct and digital marketing and 20% advertising. Story hasan exceptional reputation for creativity and effectiveness, especially in theluxury goods and financial services sectors, working with leading internationalclients including Scottish and Newcastle and the Glenmorangie Company LVMH, withKronenbourg and Ardbeg, respectively; Ulster Bank ROI and NI; M&S Money andScottish and Southern Energy. Story is based in Leith, Edinburgh, and has anestablished, loyal client base, a national reputation for creativity and awardwinning leadership team. Story audited accounts for the year ended 31 March 2007 recorded profit beforetax (including certain non-recurring costs) of £0.6m on turnover of £4.5m,however the underlying EBIT after adjustments for non-recurring costs was £1.2m.As at 31 March 2007 Story had audited total net assets of £1.1m. The acquisition of Story continues the successful development of themission(R)and its strategy of acquiring high quality, fast-growing, complementarybusinesses that enhance the Group's service offering and extend its geographicalfootprint. With the support of themission(R) Story will be well placed to expand its ownservice offering through collaboration with other Group agencies and theadditional scale provided by themission(R) will help underpin Story'sexpansion. Story also benefits from access to themission's London, Bristol andMidlands locations, as well as providing themission's clients with a strong newpresence in Scotland. Iain Ferguson, Chief Executive of themission(R), said: "Story completes awonderful hat-trick for themission(R) this summer. It's an impressive companythat will give us additional depth and expertise and respected leaders in directand digital marketing. Coming a few months after April-Six and thinkBDWincreased our strength in the IT and property markets, this latest acquisitionadds new capabilities in more, dynamic sectors - including drinks, luxury goods,financial services and utilities. "Story is an excellent cultural fit with themission(R) and has a strongreputation for creativity and effectiveness. The agency boasts an award winningmanagement team and excellent multi-disciplined know-how. As clients continue toincrease their investment in direct and digital communications we believeStory's expertise in high growth sectors will add valuable expertise across ourGroup." Sue Mullen, Managing Director and co-founder of Story, said: "The timing isperfect. Joining themission(R) provides us with the ideal partner to facilitatethe next stage in our growth strategy and enables us to further develop ourclient offering. We've seen the benefits that other agencies have gained frombecoming part of this rapidly expanding network and look forward to leveragingthemission's existing geographical coverage and range of services to the benefitof both new and existing clients. The Company will make application for the 2,060,485 new ordinary shares to beissued to be admitted to trading on AIM, and their admission to AIM is expectedto take effect on Friday 14th September 2007. Following the admission of the 2,060,485 new ordinary shares, the total numberof ordinary shares in issue, and therefore, the total number of voting rightswill be 28,096,896. Enquiries: Iain Ferguson, Chief Executive 020 7395 7575Tim Alderson, Chief Financial OfficerThe Mission Marketing Group plc Charles Palmer/Nicola Biles 020 7831 3113Financial Dynamics Mark Percy 020 7107 8000Seymour Pierce www.themission.co.uk themission(R) is a national marketing communications and advertising group with10 offices across the UK. The Group specialises in providing national andinternational clients with award winning marketing, advertising and businesscommunications. Group members include April-Six, Bray Leino, Big Communications,Fuse Digital, thinkBDW and Story UK. themission(R) employs over 550 staffnationally and is listed on AIM (TMMG). This information is provided by RNS The company news service from the London Stock Exchange