Acquisition

M&C Saatchi PLC 05 July 2007 M&C Saatchi PLC 5 July 2007 M&C SAATCHI PLC ('M&C Saatchi' or the 'Company') M&C Saatchi to acquire Clear Ideas Limited ('Clear') M&C Saatchi plc is pleased to announce that it has agreed to acquire all of the issued shares in Clear for an initial consideration of £18.4 million. Clear was established in 2002, and has become a top 5 brand consultancy in that short time. Clear employs 80 people with offices in London, New York and Amsterdam and has 35 blue chip clients, with over 80% of their clients giving repeat business. Its full service offering includes bespoke advice and training on brand strategy, new product development and qualitative research. Last year Clear delivered revenues of £12.7 million and operating profits of £3.0 million. At the end of May 2007 Clear had net assets of £ 2.5 million. The five founding directors, Melvin Jay, Alistair Moore, Jonathan Williams, Dr Steven Melford and James Osmond will remain as directors of Clear. In addition David Kershaw and Jerry Wales have been appointed to the board of Clear. The consideration for the acquisition of Clear will comprise: •initial consideration of £18.4 million, which will be subject to a completion accounts / net asset adjustment, which is expected to be £1.8 million, of which £0.3 million will be deferred until September 2007 and £0.8 million will be deferred till June 2008. The initial consideration will be satisfied by the issue of 3.4 million shares in M&C Saatchi (30% of the initial consideration), with the remainder satisfied by a cash payment of £13.6 million. The cash element of the consideration will be largely funded by a new debt facility provided by RBS to a maximum of £13.0 million. •deferred consideration, of £2.5 million which is dependent upon the profits of Clear exceeding £3.0 million for the financial period commencing 1 April 2007 and ending 31 March 2008. This payment is expected to be made in June 2008, and will be satisfied by the issue of shares in M&C Saatchi to the value of 30% of the deferred consideration, with the remainder to be satisfied by cash; and •contingent consideration in the form of an earnout, which is dependent upon the profits of Clear in the financial years ending 31 December 2007, 2008, 2009 and 2010. These payments are expected to be made around 31 March 2009 and 31 March 2011, and will be satisfied by the issue of shares in M&C Saatchi to the value of 70% of the contingent consideration, with the remainder to be satisfied by the issue by M&C Saatchi of loan notes. 25% of the contingent consideration will be paid to employees of Clear via an EBT trust and will result in an IFRS 20 charge in 2009 and 2011. If Clear performs as expected the acquisition will contribute revenues of £6.0 million and operating profits of £1.3 million in 2007. On this basis the transaction will be earnings enhancing. The acquisition agreement includes warranties, indemnities and protections in favour of M&C Saatchi that are usual in a transaction of this nature. It is anticipated that the initial consideration shares will be admitted to trading on AIM on 11 July 2007. David Kershaw, Chief Executive of M&C Saatchi plc, said: 'This deal is consistent with the Company's growth strategy of enhancing strong organic growth with selective acquisitions in attractive growth territories and in higher growth / margin disciplines. Over 50% of our business will now come from activities outside of traditional advertising creation. We are delighted that the Clear team will bring a new and important dimension to our already strong offering in the marketing services arena.' Melvin Jay, Director and one of the founders of Clear said: 'I am pleased that this deal creates great opportunities for Clear, M&C Saatchi and both sets of clients. Both organisations passionately believe that great thinking & creativity delivered with clarity and commercial pragmatism can truly help clients to find the growth opportunities they need.' For further information: M&C Saatchi plc 020 7543 4500 David Kershaw, Chief Executive Melvin Jay 020 7353 4200 Clear Ideas Ltd Numis Securities Ltd 020 7260 1000 Charles Farquhar / Lee Aston Tulchan Communications 020 7353 4200 Celia Gordon Shute Notes Clear has a team of over 70 experienced insight, innovation and strategy specialists delivering work for some 35 blue chip clients. The business was founded in 2002 by Melvin Jay, Alistair Moore, Jonathan Williams, Dr Steven Melford and James Osmond and is based in Richmond. This information is provided by RNS The company news service from the London Stock Exchange

Companies

M&C Saatchi (SAA)
UK 100

Latest directors dealings