Acquisition
Reed Elsevier PLC
14 July 2004
14 July 2004
News release
Issued on behalf of Reed Elsevier PLC and Reed Elsevier NV
Reed Elsevier announces the acquisition of Seisint, Inc. for $775 million
Reed Elsevier Group plc today announced that LexisNexis, its legal and business
and government information solutions business, has entered into a definitive
agreement to acquire the entire share capital of Seisint, Inc. for $775 million
(net consideration of approximately $745 million after taking account of $30
million of cash and investment securities in the business). Seisint is a
leading provider of public record solutions in the fast growing US risk
management sector, and is achieving exceptionally strong revenue and profit
growth from low cost transactional services driven by industry leading
technology and products developed by Seisint over recent years. The fit with
the LexisNexis Risk Management business is very strong, giving LexisNexis an
outstanding technology and product platform and the leverage of the combined
sales forces from which to further expand its fast growing risk solutions
activities.
Seisint operates in the $5 billion risk management sector. This sector has been
growing at approximately 7-9% per annum over the past ten years and has highly
attractive future growth prospects driven by increasing emphasis on risk
management solutions for legal, commercial, governmental and law enforcement
users. LexisNexis is already a leading provider in this market, with identity
authentication, fraud prevention, credit and security risk products.
Seisint's main product, Accurint, provides online access and analysis of public
record and related information, principally serving the collections, federal and
legal segments. The company has developed leading data technologies for
acquiring, processing, linking and querying large datasets which deliver both
product and cost leadership in its markets. Seisint's superior technology
allows customers to compile, retrieve and analyse data quickly, accurately and
cost-effectively.
The combination of LexisNexis Risk Management's content, scoring and sales
expertise and Seisint's unique processing and reporting capabilities will enable
LexisNexis to capitalise on the significant opportunities in the risk management
sector. Seisint's low cost, high technology platform allows it to serve high
volume, transaction based customers. In addition, LexisNexis will expand
Seisint's customer base by selling its products through its extensive sales
force. Seisint will be integrated with LexisNexis Risk Management operations.
LexisNexis pro forma combined revenues in risk solutions following the
acquisition of Seisint will be approximately $300 million.
Seisint is based in Boca Raton, Florida. Seisint is projected to grow revenues
over 40% in 2004 to more than $115 million and to deliver pro forma EBITDA
(earnings before interest, tax, depreciation and amortisation) in the order of
$45 million. The acquisition is expected to be accretive to adjusted earnings,
ie before integration costs and goodwill and intangible asset amortisation, in
the first year of ownership. Substantial opportunities to accelerate revenue
growth in the combined businesses and improve cost efficiency will deliver
significant further value over and above that expected from Seisint's current
business growth. The company is highly cash generative and has net cash and
investment securities in the business of approximately $30 million as at 30 June
2004.
Commenting on the transaction, LexisNexis' CEO Andrew Prozes said:
'We are very excited by the opportunities presented by this acquisition.
Seisint is a strongly growing business and will significantly enhance
LexisNexis' ability to offer the most powerful, fastest, easiest to use
solutions in the rapidly growing Risk Management sector. The acquisition will
accelerate LexisNexis' future revenue and profit growth.'
Paul Cameron, CEO of Seisint, added:
'We are delighted to be joining forces with Reed Elsevier. The opportunities in
the risk management sector for LexisNexis and Seisint in combination are
compelling. We will leverage Seisint's innovative products, leading technology
platform and sales process with existing LexisNexis content and scoring to
achieve higher levels of performance and success.'
The acquisition is being funded from Reed Elsevier's existing financial
resources. Completion of the acquisition is subject to the approval of
Seisint's shareholders and regulatory approval in the United States.
For further information please contact
Sybella Stanley, Reed Elsevier, tel +44 (0) 20 7166 5630 (Investor Relations)
Susanna Smart, Reed Elsevier, tel +44 (0)20 7166 5670 (Media)
www.reedelsevier.com
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Forward looking statements
This announcement contains forward looking statements within the meaning of
Section 27A of the Securities Act 1933, as amended, and Section 21E of the
Securities Exchange Act 1934, as amended. These statements are subject to a
number of risks and uncertainties and actual results and events could differ
materially from those currently being anticipated as reflected in such forward
looking statements. The terms 'expect', 'should be', 'will be', and similar
expressions identify forward looking statements. Factors which may cause future
outcomes to differ from those foreseen in forward looking statements include,
but are not limited to: general economic conditions and business conditions in
Reed Elsevier's markets; exchange rate fluctuations; customers' acceptance of
its products and services; the actions of competitors; legislative, fiscal and
regulatory developments; changes in law and legal interpretation affecting Reed
Elsevier's intellectual property rights and internet communications; and the
impact of technological change.
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