St Ives plc (SIV.L) has agreed to acquire all of the issued share capital of Incite Marketing Planning Ltd., on a cash and debt free basis, for an agreed multiple of the audited EBITDA of Incite for the year ending February 29, 2012, subject to a maximum of 11.4 million pounds. Further consideration may be payable dependent on the incremental financial performance for the years ending February 28, 2013 and February 28, 2014, subject
to a further maximum payment of 6.1 million pounds.
The vendors are the co-founders, Elaine Kent-Smith and Sid Simmons, the Chief Executive Roger Banks, together with other employees. Nearly 70% of the consideration would be payable in cash, with the balance to be satisfied by the issue of new St Ives ordinary shares.
The acquisition is expected to be earnings enhancing in the current financial year. Following the acquisition, Incite would operate as an unit of St Ives and would continue to be managed by the existing management team from its current premises.
St Ives added that the Incite purchase is a continuation of its strategy to create a complementary range of digital and marketing services that would enable the Group to add further value to existing and new clients. Incite, established in 2000, develops marketing strategies through the design and execution of bespoke research and the provision of consultancy services. For the year ended February 28, 2011, Incite generated adjusted EBITDA of 1.7 million pounds on revenue of 8.1 million pounds.
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