Aegis Group plc (AGS.L) said Wednesday that it has reached agreement to acquire the holding company of Roundarch Inc., the US digital agency, for an initial consideration of US$125 million.
Roundarch is a digital agency which specialises in designing and building enterprise-class digital solutions for clients such as Avis, HBO, Bloomberg Sports, Motorola and the US Air Force. Roundarch, which has offices in Chicago, Denver, Boston and New York, employs 250 people.
Aegis Group noted that the acquisition of Roundarch is in line with its strategy to target acquisitions with a specific focus on digital businesses, North America and faster-growing regions.
Following the acquisition, Roundarch will be combined with Isobar, Aegis Media's existing digital creative network in the US, to form RoundarchIsobar.
The acquisition of Roundarch is subject to a five-year earn-out structure from 2012 to 2016 with further annual consideration payments being made, subject to the level of future profit growth attained. The total consideration for the acquisition by 2017 is expected to be around US$250 million. If Roundarch significantly outperforms existing projections, the total consideration could be higher with a cap on the maximum amount payable of US $360 million. All consideration payments will be satisfied in cash.
Consumation of the deal is contingent upon termination of the mandatory antitrust review period by the U.S. Department of Justice and U.S. Federal Trade Commission under the Hart-Scott-Rodino Act, which Aegis expects to occur within the next 30 days, as well as the satisfaction of other customary closing conditions, including but not limited to obtaining certain consents and approvals from third parties.
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