Acquisition and issue of equity
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR
INTO ANY JURISDICTION IN WHICH SUCH PUBLICATION IS UNLAWFUL.
26 June 2009
ToLuna PLC
("ToLuna" or the "Company")
Acquisition of the business and assets of the Internet Survey Solutions
division
of Greenfield Online Inc. from Microsoft and a placing and subscription to
raise approximately £28 million
Highlights
* Acquisition of the business and certain assets of the Internet Survey
Solutions division of Greenfield Online Inc. from Microsoft;
* ToLuna becomes the largest independent global provider of panels and
technology to the market research industry;
* Placing and subscription to raise £28 million before expenses;
* Several million dollars of synergies expected;
* The Board expects that, after adjusting for the costs of integrating the
two businesses, the Acquisition is expected to materially enhance the
Company's earnings per share in the year ending 31 December 2010; and
* Strategic investment by Verlinvest S.A including an acquisition of shares
from Eurovestech plc, ToLuna's largest shareholder, resulting in a 13.38
per cent. holding in ToLuna.
Frédéric-Charles Petit, Founder and Chief Executive of ToLuna, commented:
"This is a great step for ToLuna both from a strategic and corporate standpoint
as we expand our reach and our shareholder base. We are delighted to have
agreed this strategic acquisition, which will form the largest global online
panel, communities and technology group servicing the market research industry
with a strong market position and prospects for growth in the years ahead. It
enables ToLuna to fundamentally improve the stability of supply of online
samples to the market research industry. We are also pleased to be expanding
our shareholder base and welcoming Verlinvest as a long term strategic
shareholder which brings its expertise and network to the Group. The
appointment of Frédéric de Mevius as a director will significantly reinforce
our corporate structure and the board will propose to appoint and re-elect him
for a new term at the next AGM. We look forward to welcoming the ISS team and
beginning the work of integration. We are confident that this will be an
excellent deal for all our shareholders, employees and clients."
Frédéric de Mevius, CEO of Verlinvest S.A, commented:
"We are delighted to become part of the core shareholder group of ToLuna. The
Company has been successful at developing a leading position in the European
consumer on-line panel sector, enabling its corporate clients to gain better
access to consumers through its voting communities. The acquisition of the ISS
Division of Greenfield Online will give ToLuna a strong position in the US
market, which together with its European presence, creates the world's leading
company in this growing industry."
Further enquires:
ToLuna PLC
Frederic-Charles Petit, Chief Tel: 00336 33 08 03 91
Executive
Richard Bernstein, Non-Executive Tel: 020 7491 0770
Director
John East & Partners Limited (Nominated Adviser), a subsidiary of Merchant
Securities PLC
David Worlidge/Simon Clements Tel: 020 7628 2200
Cenkos Securities plc (Corporate Broker to ToLuna)
Ivonne Cantu Tel: 020 7397 8900
Liberum Capital Limited (Joint Broker to the Placing)
Ellen Francis Tel: 020 3100 2225
N M Rothschild & Sons Limited (Financial Adviser to ToLuna)
Alexandre Mathé Tel: 020 7280 5000
Powerscourt LLP (PR adviser to ToLuna)
Matthew Fletcher Tel: 020 7250 1446
Kay Larsen Tel: 07912 516246
Notes to editors
Verlinvest is a Belgian private family-owned investment holding company located
in Brussels. Its objective is to diversify family holdings through private
equity investments in a limited number of industries where it can play an
active role and create value in the long run, with a focus on branded consumer
goods and services. Through the industrial and financial experience of its
founders and team, Verlinvest provides a combination of branded product
management and development expertise, both on a local and worldwide basis,
organic growth and buy & build strategy experience.
Introduction
ToLuna announces that the Company has today entered into a conditional
agreement to acquire the business and certain assets of the Internet Survey
Solutions division of Greenfield Online Inc., one of ToLuna's key competitors,
for a cash consideration of $40 million (equivalent to approximately £24.5
million). In addition, the Board announces the terms of a placing, effected on
behalf of the Company by Cenkos and Liberum, the Company's joint brokers to the
Placing, together with the Subscription by Verlinvest, in each case, at a price
of 210 pence per share to raise, in aggregate, approximately £28 million
(before expenses).
The Acquisition will materially expand ToLuna's US presence and will create the
largest independent panel and technology services provider to the market
research industry. The Acquisition will also provide ToLuna with a unified
global platform which will enhance scalability and real time sampling
technology to increase survey completion capacity. The Board believes it will
result in significant sales channel synergies and cost savings to the Enlarged
Group. It is estimated that the Enlarged Group will have an 11.9 per cent.
market share of independent online panel providers and will therefore be well
positioned in this fast moving, high growth industry.
The Board has identified several million dollars of synergies and believes
there will be opportunities for cross-selling between the respective client
bases. Accordingly, the Directors believe that the proposed transaction will
materially enhance earnings per share, after adjusting for integration costs,
for the year ending 31 December 2010.
The Company currently does not have the necessary authorities to issue the
Placing Shares and the Subscription Shares or to allot such shares free of any
pre-emption rights. Accordingly, the Placing, the Subscription and, hence, the
Acquisition are conditional on the passing of the Resolutions at the General
Meeting and on Admission.
A circular is being sent to Shareholders today to convene the General Meeting
to consider and, if thought fit, approve the Resolutions. The document is
available from the Company's registered office, 29 Curzon Street, London W1J
7TL and to download from the Company's website www.toluna-group.com.
Information on ToLuna
ToLuna is a leading independent global provider of online panels, communities
and technology services to the market research industry with offices in London,
Paris, Frankfurt, New York, Amsterdam, Seattle, Dallas, Haifa and Sydney. It
has a unique social voting network which powers panel recruitment, management
and survey completion and its three core services are: access to ToLuna's
panels; customised panels; and licensing of proprietary hosted panel community
technology solutions.
In December 2005, the Company acquired Speedfacts Gesellschaft, a
Frankfurt-based supplier of online panel services in Germany for £2 million and
entered into a co-operation agreement with free.de.AG, one of Germany's largest
internet service providers. These transactions were designed to enhance the
Company's profile in Continental Europe.
In September 2006, the Company established a US office to provide support for
its US-based customers and to assist in attracting new clients in the US and
Canada.
In June 2008, the Company extended its US and global reach with the acquisition
of Common Knowledge Inc., a digital data collection company, based in Dallas,
Texas, for a total consideration of £5.8 million.
The Company's panel network currently extends to more than 2.6 million
individuals spread across 30 countries. The Company currently employs 249
people, of which 70 are based in the US across seven different offices. ToLuna
has 16 specialist panels and approximately 613 clients across four continents.
Of ToLuna's 2008 revenues, 77 per cent. were generated from repeat business and
no single customer represented more than 11 per cent. of revenue.
Historical financial results of the Company
During the year ended 31 December 2008 ToLuna achieved an EBIT of £4.7 million,
on turnover of £21.7 million. As at 31 December 2008, ToLuna had net assets of
£16.2 million.
Information on the ISS Division
The ISS Division is a leading global internet survey solutions provider. It
operates panels in over 28 countries and has offices in 10 countries. It is
estimated that the ISS Division has an 8.6 per cent. market share of
independent online panel providers.
The ISS Division is part of Greenfield Online, which was co-founded in 1994 by
Andrew Greenfield and Hugh Davis, the current executive vice-president of
Greenfield Online, as part of the Greenfield Consulting Group and it was one of
the first companies to collect market research data using the internet.
In 1999 Greenfield Online became an independent entity following a management
buyout from Greenfield Consulting Group.
In early 2004, Greenfield Online listed on Nasdaq by way of an initial public
offering when it raised net proceeds of approximately $36 million after
deducting expenses and associated costs. In late 2004 Greenfield Online
completed a secondary offering.
In the period from 2004 until October 2008, Greenfield Online made a number of
acquisitions including Rapidata.net Inc., a healthcare market research
provider, goZing Surveys, a North American based market research panel company
and Ciao Surveys, a European survey panel company based in Germany.
Throughout this period, Greenfield Online made a significant investment in its
technology and infrastructure, including the development of the Unified Panel
System ("UPS"), its global survey technology platform. In October 2008,
Microsoft acquired Greenfield Online for a total consideration of $486 million.
Products and Services
The ISS Division offers survey solutions solely using Internet-based methods
supported by Internet respondent traffic. These survey solutions are customised
to clients needs, including full-service data collection and sample solutions.
The ISS Division's internet survey solutions are targeted to approximately
2,500 full service market research and consulting firms and large international
research companies. Its clients include WPP plc, GfK Marketing Services
Limited, Taylor Nelson Sofres plc, Synovate Inc and IPSOS Mori Limited.
The Directors believe that Greenfield Online's Real Time Sampling® complements
ToLuna's online panel community and social voting model. Real Time Sampling®
enables Greenfield Online to recruit individual correspondents or survey takers
in real time globally from a network of prescreened websites. With this
capability Greenfield Online attracts respondents who may be willing to take a
survey from time to time but may not wish to join an online panel.
Technology and Intellectual Property
The primary technology systems of the ISS Division are hosted at Greenfield
Online's data centre in Wilton, Connecticut.
The ISS Division established its Indian operation in August 2003 in Gurgaon,
situated in the suburbs of New Delhi. This operational facility employs
approximately 250 people and serves as the central delivery hub for the ISS
Division. The principal benefit of being located in India is that the ISS
Division is able to provide real time 24/7 survey solutions to its clients
using a skilled workforce.
In 2006, Greenfield Online completed the initial development and launch of UPS.
In 2007, UPS was integrated into all of Greenfield Online's North American
Internet survey solutions business. UPS is an integrated suite of proprietary
software applications designed to get survey respondents to the right survey at
the right time and in real time. The primary components of the UPS platform
include:
Survey Management System ("SMS"). SMS is an application designed to invite or
direct survey respondents to appropriate surveys based on client specified
demographic criteria, track completed surveys and completed quota groups within
surveys and manage panellist incentives;
Panel Acquisition and Management System ("PAM"). PAM is an application designed
to manage the process by which panellists are recruited, registered, profiled
and given incentives. PAM integrates the process of managing the ISS Division's
panel recruiting partners, initiates the panel profiling process and updates
profiles as additional information is available and tracks and manages
incentives;
My SurveyCenter ("MSC"). MSC allows panellists to update and enhance their
profiles so that the ISS Division may better target surveys to match their
interests. MSC also allows ISS Division to dynamically display survey
invitations on individualised panellist web pages. These individual web pages
allow panellists to view their survey and incentive history and request
payment; and
Decision Support System ("DSS"). DSS is a data warehouse application that
allows ISS Division panel managers and project directors access to data
generated by SMS and PAM, enabling them to make decisions regarding production
scheduling, panel usage and feasibility.
Background to and reasons for the Acquisition
The acquisition of the ISS Division will materially expand ToLuna's US presence
and will create the largest independent panel and technology services provider
to the market research industry. It is estimated that the Enlarged Group will
have 11.9 per cent. market share of independent online panel providers and,
will therefore be well positioned in this fast moving, high growth industry.
With the Enlarged Group's cash generative model, the Board intends to take
advantage of its strong market position and believes that there is an
opportunity to generate significant returns for its shareholders in the medium
to long term.
Following completion of the Acquisition, the Enlarged Group will employ over
700 people spread across 11 countries. The Enlarged Group will have a corporate
client base of in excess of 1,000 companies, which will include some of the
world's largest companies.
The Board believes the Acquisition will result in significant synergies from
the integration of both entities and margin improvements from the reduced
purchase cost of third party panels which, after adjusting for the costs of
integrating the two businesses, is expected to materially enhance the Company's
earnings per share in the year ending 31 December 2010.
The principal channel sales synergies will be derived from ISS Division's
significant sales presence in the US which will complement ToLuna's US sales
operation, which largely comprises the business of Common Knowledge Inc.
acquired in June 2008. In addition, ISS Division's established Indian operation
is expected to enhance ToLuna's project completion capabilities and enable the
Company to provide continuous real time survey solutions to its clients.
Conversely, ToLuna's existing European sales functions will strengthen ISS
Division's European teams. In addition, ISS Division's established Romanian
operations are expected to increase ToLuna's project completion capabilities.
The technology acquired as part of the Acquisition, which includes UPS, is
expected to reduce the cost of managing projects and completing surveys. The
cost reductions and other technology related economies of scale are expected to
increase margins and the short to medium term profitability of the Company.
It is expected that once ISS Division's technology is combined with ToLuna's
established online communities and strong panellist relationships, the Enlarged
Group will be able to provide survey solutions encompassing the recruitment and
management of panellists, survey completion and project management.
The Board believes that the strength of ToLuna in Europe combined with the ISS
Division's established US business should create geographical synergies.
Historic financial results of the ISS Division
During the year ended 31 December 2008, the unaudited financial information
shows that the ISS Division achieved an EBITDA (after excluding non-recurring
items) of $16.6 million and an EBIT (after excluding non-recurring items) of
$7.6 million, on turnover of $87.5 million. As at 31 December 2008, the ISS
Division had unaudited net assets of $34.9 million, including $23.6 million to
be retained by Microsoft consisting of cash and cash equivalents and net
intercompany balances with Microsoft.
Principal terms of the Acquisition
Earlier today, ToLuna entered into the Acquisition Agreement with Greenfield
Online and Microsoft pursuant to which ToLuna has conditionally agreed to
acquire the business and assets of the ISS Division through a
newly-incorporated wholly owned subsidiary, for a cash consideration of $40
million (equivalent to approximately £24.5 million), payable on closing
(subject to a post-closing purchase price adjustment calculated by reference to
the net asset value of the ISS Division at closing). Closing is to occur on
approximately the second business day following the General Meeting. The
business and assets of the ISS Division include US based assets, together with
the shares of subsidiaries incorporated in Canada, India, Germany, Romania,
Australia, Japan and France.
The Acquisition Agreement contains conditions precedent to closing including,
inter alia, the satisfaction or waiver of those conditions to closing contained
in the Placing Agreement.
Greenfield Online has provided customary representations and warranties while
ToLuna has provided limited representations and warranties, principally
relating to its authority to enter into the Acquisition Agreement.
The warranty period is 18 months from closing for most representations and
warranties, 24 months for certain others and in addition certain surviving
representations expire in accordance with statutory limitations.. Each party
has indemnified the other against claims brought pursuant to the Acquisition
Agreement, including warranty claims and claims arising from breach of a
covenant or other obligation. Claims brought against Greenfield Online are
subject to a $200,000 threshold and Greenfield Online is liable only for
amounts in excess of that threshold. Greenfield Online's liability under the
Acquisition Agreement is capped at $8 million in respect of breach of most of
the representations and warranties, save for claims brought for breach of
certain surviving representations or fraud.
A break fee of $2 million is payable to Microsoft in the event that the
Acquisition does not complete as a result of ToLuna's inability to satisfy
certain conditions to completion.
The Acquisition Agreement is governed by the laws of the state of New York.
Use of proceeds of the Placing and the Subscription
The net proceeds of the Placing and the Subscription receivable by the Company
will be approximately £26 million which will be used to finance the
consideration for the Acquisition with the balance being used for working
capital purposes.
Details of the Placing and the Subscription
Cenkos and Liberum, as joint brokers to the Placing, have today conditionally
placed a total of 10,219,050 new Ordinary Shares at the Placing Price on behalf
of the Company, to raise approximately £21.5 million before expenses.
The Company has today also entered into the Subscription Agreement with
Verlinvest, pursuant to which Verlinvest has agreed to subscribe for 3,114,284
new Ordinary Shares at the Placing Price, to raise approximately £6.5 million,
to be issued on the same date as the Placing Shares. The Subscription Agreement
is conditional, inter alia, on the completion of the Placing and on Admission.
In addition to the Subscription, Verlinvest has conditionally agreed to acquire
a further 3,552,383 Ordinary Shares from Eurovestech, the Company's major
shareholder, at the Placing Price. This purchase is also conditional on
completion of the Placing. Under the terms of the Subscription Agreement, for
so long as Verlinvest holds more than 10 per cent. of the issued share capital
of the Company, Verlinvest will, save for certain exceptions, have an
anti-dilution right on the issue of any equity securities or convertible
securities by ToLuna.
The net cash proceeds of the Placing and Subscription receivable by the Company
will be approximately £26 million, which will be used to fund the Acquisition.
The Placing is not underwritten and, together with the Subscription, is
conditional, inter alia on Admission.
The Placing Shares together with the Subscription Shares will, in aggregate,
represent approximately 26.75 per cent. of the Enlarged Issued Share Capital.
The Placing Shares and the Subscription Shares will, on Admission, rank equally
in all respects with the Existing Ordinary Shares.
It is expected that Admission will become effective and dealings in the Placing
Shares and the Subscription Shares will commence on 14 July 2009. Following the
proposed Placing and Subscription, the Company will have 49,839,409 ordinary
voting shares in issue.
Following the Placing, the Subscription and the acquisition by Verlinvest of
Ordinary Shares from Eurovestech, Verlinvest is expected to hold 6,666,667
Ordinary Shares, representing 13.38 per cent. of the Enlarged Issued Share
Capital and Eurovestech is expected to hold 14,907,917 Ordinary Shares,
representing 29.91 per cent. of the Enlarged Issued Share Capital.
Shareholder support forthe Resolutions
Mr Frédéric-Charles Petit (the Chief Executive of ToLuna) and Eurovestech have
irrevocably undertaken to the Company to vote in favour of the Resolutions to
be proposed at the General Meeting, in respect of their aggregate beneficial
holdings totalling 23,033,657 Existing Ordinary Shares, representing
approximately 63.10 per cent. of the Existing Ordinary Shares.
In addition, Invesco Perpetual has confirmed its intention vote in favour of
the Resolutions in respect of its beneficial holding of 8,496,212 Existing
Ordinary Shares, representing approximately 23.27 per cent. of the Existing
Ordinary Shares.
The Board
Post Acquisition, Verlinvest will, under the terms of the Subscription
Agreement, have the right to appoint a non-executive director to the Board for
so long as Verlinvest holds more than 10 per cent. of the issued share capital
of the Company. The Board intends to appoint, conditional upon Admission,
Frédéric de Mevius, the chief executive officer of Verlinvest, as a
non-executive director of the Company. Save for this proposed appointment, the
Board will remain as currently constituted.
Share options
Following the Acquisition, the Board intends to grant further options over
Ordinary Shares under the Share Option Scheme to incentivise certain senior
employees within the Enlarged Group. As currently drafted, no option may be
granted under the Share Option Scheme on any date if such grant would result in
the number of Ordinary Shares issued or remaining issuable pursuant to options
granted under the Share Option Scheme within the period of 10 years ending on
such date exceeding 10 per cent. of the number of Ordinary Shares in issue at
that time.
In order to facilitate the grant of further options to certain senior employees
within the Enlarged Group, the Board has decided to increase this limit to 15
per cent. of the number of Ordinary Shares in issue.
General Meeting
A General Meeting has been convened for 10.00 a.m. on 13 July 2009.
- End -
This announcement is for information purposes only and does not constitute an
offer or invitation to acquire or dispose of any securities or investment
advice in any jurisdiction.
John East & Partners Limited, Cenkos Securities plc and Liberum Capital
Limited, all of which are authorised and regulated by the Financial Services
Authority, are acting exclusively for the Company as Nominated Adviser (John
East & Partners Limited) and Joint Brokers to the Placing (Cenkos Securities
plc and Liberum Capital Limited) and are not acting for any other person and
will not be responsible to any other person for providing the protections
afforded to customers of John East & Partners Limited, Cenkos Securities plc or
Liberum Capital Limited, or for advising any other person in connection with
the arrangements described in this announcement. In particular, John East &
Partners Limited, as Nominated Adviser to the Company under the AIM Rules and
Cenkos Securities plc and Liberum Capital Limited as Joint Brokers to the
Placing, owes certain responsibilities solely to London Stock Exchange plc,
which are not owed to the Company or to any director or to any other person in
respect of his decision to acquire shares in the Company in reliance on any
part of this announcement.
The information contained in this announcement is not for release, publication
or distribution, directly or indirectly, to persons in the United States,
Australia, Canada, Japan or the Republic of South Africa or in any jurisdiction
in which such publication or distribution is unlawful. The Ordinary Shares to
be issued in relation to the proposed placing have not been and will not be
registered under the United States Securities Act of 1933, as amended, or under
the laws of any state of the United States. This announcement does not
constitute an offer to sell or issue, or the solicitation of an offer to buy or
subscribe for, securities in any jurisdiction in which such offer or
solicitation is unlawful and should not be relied upon in connection with any
decision to acquire Ordinary Shares to be issued in relation to the proposed
placing or other securities in the capital of the Company. There will be no
public offer of Ordinary Shares to be issued in relation to the proposed
placing in the United Kingdom or elsewhere.
Definitions
"Accounts" the Company's report and accounts for the year
ended 31 December 2008
"Act" the Companies Act 1985 (as amended) or as
replaced by the Companies Act 2006 or otherwise
"Acquisition" the acquisition by the Company of the business
and assets of the ISS Division pursuant to the
Acquisition Agreement
"Acquisition Agreement" the agreement dated 26 June 2009 between (1) the
Company, (2) ToLuna USA, (3) ToLuna Jersey
Limited, (4) Greenfield Online and (5) Microsoft
"Admission" the admission of the Placing Shares and the
Subscription Shares to trading on AIM becoming
effective in accordance with Rule 6 of the AIM
Rules
"AIM" the AIM Market of the London Stock Exchange
"AIM Rules" the AIM Rules for Companies as published by
London Stock Exchange from time to time
"Cenkos" Cenkos Securities plc, a member of the London
Stock Exchange and joint broker to the Placing
"Directors" or "Board" the directors of the Company being George Kynoch,
Frédéric-Charles Petit, Simon Barrell, Richard
Bernstein and Peregrine Crosthwaite
"Enlarged Group" the Group as enlarged by the Acquisition
"Enlarged Issued Share the issued ordinary share capital of the Company
Capital" immediately following Admission, being 49,839,409
Ordinary Shares
"Eurovestech" Eurovestech plc, a public limited company
registered in England and Wales under
registration number 3913197
"Existing Ordinary Shares" the 36,506,075 existing Ordinary Shares
"General Meeting" the general meeting of the Company convened for
10.00 a.m. on 13 July 2009
"Greenfield Online" Greenfield Online Inc., a company registered in
Delaware under number 000-50698, a wholly-owned
subsidiary of Microsoft
"Group" the Company and its subsidiary undertakings (as
defined in section 736 of the Act)
"Invesco Perpetual" Invesco Asset Management Limited, a limited
liability company registered in England and Wales
under registration number 949417
"ISS Division" the Internet Survey Solutions division of
Greenfield Online
"JEP" John East & Partners Limited, which is authorised
and regulated by the Financial Services Authority
and is the Company's nominated adviser
"Liberum" Liberum Capital Limited, a member of the London
Stock Exchange and joint broker to the Placing
"London Stock Exchange" London Stock Exchange plc
"Microsoft" Microsoft Corporation Inc.
"Ordinary Shares" ordinary shares of 1 penny each in the capital of
the Company
"Placees" the subscribers for the Placing Shares pursuant
to the Placing
"Placing" the conditional placing of the Placing Shares at
the Placing Price pursuant to the Placing
Agreement
"Placing Agreement" the conditional agreement dated 26 June 2009
between (1) the Company, (2) JEP, (3) Cenkos and
(4) Liberum relating to the Placing
"Placing Price" 210 pence per Placing Share and Subscription
Share, being the price at which each Placing
Share and Subscription Share is to be issued
"Placing Shares" the 10,219,050 new Ordinary Shares which have
been conditionally placed by the joint brokers to
the Placing pursuant to the Placing Agreement
"Resolutions" the resolutions to be proposed at the General
Meeting
"Shareholders" holders of Ordinary Shares
"Subscription" the subscription by Verlinvest for 3,114,284
Ordinary new Shares at the Placing Price pursuant
to the Subscription Agreement
"Share Option Scheme" the share option scheme which is operated by the
Company
"Subscription Agreement" the conditional agreement dated 26 June 2009
between (1) the Company and (3) Verlinvest
"Subscription Shares" the 3,114,284 new Ordinary Shares which have been
conditionally subscribed for by Verlinvest
pursuant to the Subscription Agreement
"Verlinvest" Verlinvest S.A., a Belgian private family-owned
investment holding company