Adventis Group plc
Acquisitions of Roundhouse Advertising Ltd and The Coltman Media Company Ltd
Adventis Group plc (“Adventis”), the full service multimedia marketing and advertising agency, announces that it has agreed terms to acquire the entire issued share capital of both Roundhouse Advertising Ltd trading as Roundhouse Healthad (“Roundhouse”), a marketing, design and advertising agency within the healthcare sector and Coltman Media Company Ltd (“Coltman”), a leading media planning and buying agency in the financial services sector, for a total maximum consideration, over the next three years, of £8.7 million in cash and shares.
These
significant acquisitions represent the continuation of the strategy set out by
Adventis when going public on AIM in July 2004.
Adventis’ AIM placing raised £3.0 million before expenses for the
company with the stated intention to diversify into a number of different, but
related, business streams and build on its significant market positions in the
In the
healthcare sector, where Adventis has existing operations through Affiniti (UK)
Ltd, by acquiring Roundhouse, Adventis will enter the top 10 in the
Roundhouse has
been trading successfully for ten years and has become a significant player
amongst independent healthcare agencies in the
The on-going services of Roundhouse’s founding directors and management team, Kevin McGetrick, Heather Maggs, Ian Prosser and David Wyatt have been successfully secured for three years.
Coltman has been
a leading operator in the media planning and buying market specialising in
financial services for over five years. Coltman will relocate its seven staff,
currently based in
The on-going
services of Coltman’s founding director and management team, including
i Roundhouse
Adventis is paying a base consideration
of £1.6 million. This represents a multiple of 2.1 times pre-tax profit of
£763,000 for the year ended 2005 which was a particularly strong year. There
will be an additional cash payment in respect of Roundhouse’s net assets,
estimated at £400,000, at completion (the “Net Asset Amount”). The turnover and
pre-tax profit for Roundhouse for the year ended
Managing Director of Roundhouse, Kevin McGetrick, commented: “The dynamics of business are changing. We believe this move will enable us to supply a more integrated offering by building up the services currently provided by Roundhouse and adding new capacity to meet the evolving needs of the healthcare industry. When we first met Adventis we were pleased by the sense of shared vision and believed they could become an ideal partner to move the business forward.”
ii Coltman
Adventis is paying a base consideration
of £1.5 million which represents a multiple of 6.4 times pre-tax profit of
£233,000 for the year ended 2005. There will be an additional cash payment in
respect of Coltman’s net assets, estimated at
£700,000, at completion (the “Net Asset Amount”). The turnover and pre tax
profit for Coltman for the year ended
Managing
Director of Coltman Media,
Similarly, the addition of Coltman Media to the Group builds up both our financial services offering, currently made through AdventisNMG, and enhances our very substantial media planning and buying business. The relocation of the Coltman offices to shared space with Adgenda Media will also create a significant player within the media industry.
We are targeting
further corporate activity in the current financial year to end
– ENDS –
Enquiries:
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Adventis Group plc |
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Tel: 020 7034 4740 |
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Tel: 020 7786 9600 |
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Annie Evangeli 07778 507 162 |
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Tarquin Edwards 07879 458 364 |
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Chris Steele 07979 604 687 |
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John Depasquale |
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Tel: 020 7107 8010 |
Footnote:
The base consideration £1,604,295 will be split in a 60:40 ratio as to cash and shares, with an initial payment of £625,675 in cash and £417,117 in shares to be issued at the average of the market price per share of Adventis in the five business days prior to completion, which took place on 22 May 2006. The balance is phased equally as three annual payments of £112,301 in cash and £74,867 in shares.
The Net Asset Amount will be satisfied by an initial cash payment of £400,000 payable on completion. Following the preparation of Roundhouse’s completion accounts, any variance between this amount paid and the value attributed to the Net Asset Amount will be repayable by the vendors of Roundhouse or payable by Adventis as the case may be. The net assets of Roundhouse primarily consist of current assets.
The earnout will be paid in a 55:45 ratio as to cash and shares for the first two years and in a 50:50 ratio for the third year. Annual payments being based on the audited results for each of the next three years.
All share payments post completion will be allotted at the average market price per share of Adventis for the five days prior to their issue. Adventis retains the right to pay any share consideration in cash at its sole discretion.
Coltman
The base consideration £1,500,000 will be split in a 60:40 ratio as to cash and shares, with an initial payment of £540,000 in cash and £360,000 in shares to be issued at the average of the market price per share of Adventis in the five business days prior to completion, which took place on 22 May 2006. The balance is phased equally as three annual payments of £120,000 in cash and £80,000 in shares.
The Net Asset Amount will be satisfied by a cash payment following the preparation of Coltman’s completion accounts. The net assets of Coltman primarily consist of current assets.
The earnout will be paid at a ratio of 60:40 as to cash and shares with annual payments based on the audited results for each of the next three years.
All share payments post completion will be allotted at the average market price per share of Adventis for the five days prior to their issue. Adventis retains the right to pay any share consideration in cash at its sole discretion.