Notes to the Consolidated Financial Statements: Note 35
For the Year Ended 31 December 2007
35. Business Combinations
| 2007 acquisitions: | Date acquired |
|---|---|
| Prepaid Card Expo | 19 January 2007 |
| By Legal for Legal Limited | 31 January 2007 |
| MECOM & MEMEX | 22 February 2007 |
| Nicholas Publishing International | 25 February 2007 |
| Infoline Conferences Limited | 23 March 2007 |
| Investment Scorecard, Inc. | 4 April 2007 |
| Forum Pacific Rim Franchises | 11 May 2007 |
| TMTG Asia Pte Limited | 14 June 2007 |
| HQ Link Pte Limited | 3 July 2007 |
| Shared Insights US, LLC | 9 July 2007 |
| Datamonitor plc | 13 July 2007 |
| Productivity Press | 31 July 2007 |
| The Superyacht Cup SA | 3 August 2007 |
| The Haworth Press, Inc. | 14 September 2007 |
| Online-Congress AG | 28 September 2007 |
| Informanews Iberia, SA | 23 October 2007 |
| Selper Limited | 31 December 2007 |
Cash paid on acquisition net of cash acquired
| 2007 £'000 |
2006 £'000 |
|
|---|---|---|
| Current year acquisitions | ||
| Prepaid Card Expo1 | 1,531 | - |
| By Legal for Legal Limited1 | 228 | - |
| MECOM & MEMEX1 | 889 | - |
| Nicholas Publishing International1 | 870 | - |
| Infoline Conferences Limited1 | 4,428 | - |
| Investment Scorecard, Inc. | 24,532 | - |
| Forum Pacific Rim Franchises1 | 4,133 | - |
| TMTG Asia Pte Limited1 | 841 | - |
| HQ Link Pte Limited1 | 2,857 | - |
| Shared Insights US, LLC1 | 2,806 | - |
| Datamonitor plc | 497,082 | - |
| Productivity Press | 5,238 | - |
| The Superyacht Cup SA1 | 1,041 | - |
| The Haworth Press, Inc. | 34,184 | - |
| Online-Congress AG | 9,642 | - |
| Informanews Iberia, SA1 | 303 | - |
| Selper Limited1 | 621 | - |
| Other1 | 3,242 | - |
| Prior year acquisitions | ||
| 2006 acquisitions: | ||
| Cavendish Publishing Limited | - | 6,055 |
| M-Solutions | - | 10,143 |
| Cordial Events Limited | - | 1,491 |
| IPEX | - | 7,343 |
| Parks & Company | - | 2,522 |
| Librapharm Limited | - | 22,213 |
| Integrated Cultures Inc. | - | 1,304 |
| IPSA, Inc. | - | 3,710 |
| David Fulton Publishers Limited | (53) | 4,684 |
| FAB4 | - | 288 |
| Abu Dhabi Wedding Show | - | 536 |
| Lawrence Erlbaum Associates, Inc. | (99) | 34,806 |
| Citeline, Inc. | - | 24,768 |
| Junction Limited | 45 | 6,382 |
| Other | - | 3,860 |
| 2005 acquisitions: | ||
| Mark Two Communications BV | 88 | - |
| Medic-to-Medic2 | 4,087 | 113 |
| IIR Holdings Limited | - | 2,417 |
| Other | - | 84 |
| 2004 acquisitions: | ||
| Cass3 | - | 3,328 |
| Dekker | - | 160 |
| Other | 448 | - |
| 598,984 | 136,207 |
1 These acquisitions are covered by the Other business combinations table. All other current year acquisitions are detailed further down this page. Where goodwill is provisional, a best estimate of fair value has been made but these will be reviewed and adjusted in the next year should it be necessary.
2 In respect of the Medic-to-Medic acquisition, the deferred consideration was paid in 2007.
3In respect of the Cass acquisition, an earn out payment was made during 2006.
The combined impact on the Group's profit after tax from the newly acquired businesses amounted to £13,722,000 on revenues of £74,072,000 (2006: £5,602,000 on revenues of £30,647,000). The total net assets of newly acquired businesses amounted to £199,290,000 as at 31 December 2007 (2006: £92,319,000).
All acquisitions were paid for in cash and in all acquisitions full control over the business has been acquired, either by acquiring 100% of the ordinary issued share capital or by means of an asset purchase transaction. All transactions have been accounted for by the purchase method of accounting.
Investment Scorecard, Inc.
On 4 April 2007, the Group acquired the trade and assets of Investment Scorecard, Inc., a service provider of fully outsourced, integrated client reporting and wealth analytics solutions for the wealth management industry, for a cash consideration of £25,150,000.
Net assets acquired |
Book value £'000 |
Fair value adjustments £'000 |
Fair value £'000 |
|---|---|---|---|
| Intangible assets | - | 19,014 | 19,014 |
| Property and equipment | 426 | (5) | 421 |
| Trade and other receivables | 1,268 | (264) | 1,004 |
| Cash and cash equivalents | 618 | - | 618 |
| Trade and other payables | (1,090) | (85) | (1,175) |
| Deferred tax liabilities | - | (5,798) | (5,798) |
| Net assets | 1,222 | 12,862 | 14,084 |
| Goodwill | 11,066 | ||
| Total consideration | 25,150 | ||
| Satisfied by: | |||
| Cash | 25,109 | ||
| Directly attributable costs | 41 | ||
| 25,150 | |||
| Net cash outflow arising on acquisition: | |||
| Cash consideration | 25,150 | ||
| Cash and cash equivalents acquired | (618) | ||
| 24,532 |
Goodwill of £11,066,000 represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired, and is deductible for tax purposes. The goodwill arising on the acquisition is largely attributable to the anticipated incremental sales and cost synergies associated with being part of the Informa Group.
Investment Scorecard, Inc. generated revenues of £7,121,000 and net income (based on assumed tax rate of 40%) of £707,000 in the post acquisition period from 4 April 2007 to 31 December 2007. The results of Investment Scorecard, Inc. are included in the Financial Data Analysis market sector.
If the acquisition of Investment Scorecard, Inc. had taken place on the first day of the financial year, Group revenues would have been £2,276,000 higher and the Group profit after tax attributable to equity shareholders would have been £148,000 higher.
Datamonitor plc
On 13 July 2007, the Group acquired 76.05% of the issued share capital of Datamonitor plc, a leading global provider of market intelligence through on-line data, analysis and forecasting platforms. At this date, the Group had control over the operations and activities of Datamonitor plc. The remaining 23.95% was acquired in full by 31 December 2007. The total cash consideration was £483,342,000.
| Net assets acquired | Book value £'000 |
Fair value adjustments £'000 |
Fair value £'000 |
|---|---|---|---|
| Intangible assets: | |||
| Database content and intellectual property | 79,543 | 150,457 | 230,000 |
| Software | - | 2,000 | 2,000 |
| Property and equipment | 1,804 | - | 1,804 |
| Deferred tax assets | 7,714 | 624 | 8,338 |
| Trade and other receivables | 29,286 | - | 29,286 |
| Cash and cash equivalents | 5,834 | - | 5,834 |
| Trade and other payables | (34,426) | (795) | (35,221) |
| Provisions | - | (2,927) | (2,927) |
| Short term bank loan | (19,574) | - | (19,574) |
| Deferred income | (30,203) | - | (30,203) |
| Deferred tax liabilities | (4,768) | (59,591) | (64,359) |
| Net assets | 35,210 | 89,768 | 124,978 |
| Goodwill | 384,939 | ||
| Total consideration | 509,917 | ||
| Satisfied by: | |||
| Cash | 479,421 | ||
| Loan notes | 4,563 | ||
| Contingent consideration | 22,012 | ||
| Directly attributable costs | 3,921 | ||
| 509,917 | |||
| Net cash outflow arising on acquisition: | |||
| Cash consideration | 483,342 | ||
| Cash and cash equivalents acquired (debt) | 13,740 | ||
| 497,082 |
Goodwill of £384,939,000 represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired, and is deductible for tax purposes. The goodwill arising on the acquisition is largely attributable to the anticipated incremental sales and cost synergies associated with being part of the Informa Group.
Datamonitor plc generated revenues of £51,137,000 and net income (based on assumed tax rate of 30%) of £11,129,000 (after deducting £411,000 adjusting items) in the post acquisition period from 13 July 2007 to 31 December 2007. The results of Datamonitor plc form part of the Scientific, Technical & Medical, Financial Data Analysis, Regional Events, Telecoms & Media, and Maritime & Commodities market sectors.
If the acquisition of Datamonitor plc had taken place on the first day of the financial year, Group revenues would have been £57,067,000 higher and the Group profit after tax attributable to equity shareholders would have been £3,295,000 higher (after deducting £6,810,000 adjusting items).
Productivity Press
On 31 July 2007, the Group acquired the trade and assets of Productivity Press, a publishing business devoted to the field of business process improvement, for cash consideration of £5,238,000.
| Net assets acquired | Book value £'000 |
Fair value adjustments £'000 |
Fair value £'000 |
|---|---|---|---|
| Intangible assets | - | 3,604 | 3,604 |
| Property and equipment | 12 | (12) | - |
| Inventory | 249 | (54) | 195 |
| Trade and other receivables | 480 | (189) | 291 |
| Trade and other payables | (242) | - | (242) |
| Net assets | 499 | 3,349 | 3,848 |
| Goodwill | 1,390 | ||
| Total consideration | 5,238 | ||
| Satisfied by: | |||
| Cash | 5,238 | ||
| 5,238 | |||
| Net cash outflow arising on acquisition: | |||
| Cash consideration | 5,238 | ||
| 5,238 |
Goodwill of £1,390,000 represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired, and is not deductible for tax purposes. The goodwill arising on the acquisition is largely attributable to the anticipated incremental sales and cost synergies associated with being part of the Informa Group.
Productivity Press generated revenues of £982,000 and net income (based on assumed tax rate of 40%) of £147,000 in the post acquisition period from 31 July 2007 to 31 December 2007. The results of Productivity Press are included in the Scientific, Technical and Medical market sector.
If the acquisition of Productivity Press had taken place on the first day of the financial year, Group revenues would have been £1,375,000 higher and the Group profit after tax attributable to equity shareholders would have been £206,000 higher.
The Haworth Press, Inc.
On 13 September 2007, the Group acquired the trade and assets of Haworth Press, Inc., a publisher of academic and professional books, journals and software, for a cash consideration of £37,078,000.
| Net assets acquired | Book value £'000 |
Fair value adjustments £'000 |
Fair value £'000 |
|---|---|---|---|
| Intangible assets | - | 30,241 | 30,241 |
| Inventory | 359 | - | 359 |
| Trade and other receivables | 1,346 | (403) | 943 |
| Cash and cash equivalents | 2,894 | - | 2,894 |
| Trade and other payables | (733) | (752) | (1,485) |
| Deferred income | (4,530) | 126 | (4,404) |
| Deferred tax assets | - | 755 | 755 |
| Net (liabilities) / assets | (664) | 29,967 | 29,303 |
| Goodwill | 7,775 | ||
| Total consideration | 37,078 | ||
| Satisfied by: | |||
| Cash | 37,054 | ||
| Directly attributable costs | 24 | ||
| 37,078 | |||
| Net cash outflow arising on acquisition: | |||
| Cash consideration | 37,078 | ||
| Cash and cash equivalents acquired | (2,894) | ||
| 34,184 |
Goodwill of £7,775,000 represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired, and is deductible for tax purposes. The goodwill arising on the acquisition is largely attributable to the anticipated incremental sales synergies associated with being part of the Informa Group.
The Haworth Press, Inc. generated revenues of £2,554,000 and net income (based on assumed tax rate of 40%) of £354,000 in the post acquisition period from 13 September 2007 to 31 December 2007. The results of The Haworth Press, Inc. are included in the Humanities and Social Sciences market sector.
If the acquisition of The Haworth Press, Inc. had taken place on the first day of the financial year, Group revenues for the period would have been £8,375,000 higher and the Group profit after tax attributable to equity shareholders would have been £1,407,000 higher.
Online-Congress AG
On 28 September 2007, the Group acquired 100% of the issued share capital of Online-Congress AG, a business engaged in providing online and internet related services in connection with the organisation of events, seminars, congresses and vocational training, for a cash consideration of £9,863,000.
| Net assets acquired | Book value £'000 |
Fair value adjustments £'000 |
Fair value £'000 |
|---|---|---|---|
| Intangible assets | - | 5,254 | 5,254 |
| Property and equipment | 81 | - | 81 |
| Trade and other receivables | 697 | 48 | 745 |
| Cash and cash equivalents | 221 | - | 221 |
| Trade and other payables | (158) | - | (158) |
| Provisions | - | (19) | (19) |
| Deferred tax liabilities | - | (1,471) | (1,471) |
| Net assets | 841 | 3,812 | 4,653 |
| Goodwill | 5,210 | ||
| Total consideration | 9,863 | ||
| Satisfied by: | |||
| Cash | 9,832 | ||
| Directly attributable costs | 31 | ||
| 9,863 | |||
| Net cash outflow arising on acquisition: | |||
| Cash consideration | 9,863 | ||
| Cash and cash equivalents acquired | (221) | ||
| 9,642 |
Goodwill of £5,210,000 represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired, and is not deductible for tax purposes. The goodwill arising on the acquisition is largely attributable to the anticipated incremental sales and cost synergies associated with being part of the Informa Group.
Online-Congress AG generated revenues of £412,000 and net income (based on assumed tax rate of 30%) of £10,000 in the post acquisition period from 28 September 2007 to 31 December 2007. The results of Online-Congress AG are included in the Regional Events market sector.
If the acquisition of Online-Congress AG had taken place on the first day of the financial year, Group revenues for the period would have been £1,438,000 higher and the Group profit after tax attributable to equity shareholders would have been £48,000 higher.
Other business combinations
The Group acquired the trading assets or 100% of the issued share capital of Prepaid Card Expo, By Legal for Legal Limited, MECOM & MEMEX, Nicholas Publishing International, Infoline Conferences Limited, Forum Pacific Rim Franchises, TMTG Asia Pte Ltd, HQ Link Pte Limited, Shared Insights US, LLC, The Superyacht Cup SA, Selper Limited and various other publishing titles. The Group also acquired the remaining 50% of Informanews Iberia, SA. Total cash consideration of £25,561,000 was paid in 2007. Including deferred consideration, total consideration will not exceed £27,198,000.
| Net assets acquired | Book value £'000 |
Fair value adjustments £'000 |
Fair value £'000 |
|---|---|---|---|
| Intangible assets | - | 29,163 | 29,163 |
| Inventory | 61 | - | 61 |
| Trade and other receivables | 1,632 | (185) | 1,447 |
| Cash and cash equivalents | 1,771 | - | 1,771 |
| Trade and other payables | (2,518) | - | (2,518) |
| Deferred income | (800) | - | (800) |
| Deferred tax liabilities | - | (6,700) | (6,700) |
| Net assets | 146 | 22,278 | 22,424 |
| Goodwill | 4,774 | ||
| Total consideration | 27,198 | ||
| Satisfied by: | |||
| Cash | 25,385 | ||
| Deferred consideration | 1,637 | ||
| Directly attributable costs | 176 | ||
| 27,198 | |||
| Net cash outflow arising on acquisition: | |||
| Cash consideration | 25,561 | ||
| Cash and cash equivalents acquired | (1,771) | ||
| 23,790 |
Other acquisitions generated revenues of £11,866,000 and net income (based on an assumed tax rate of 30%) of £1,375,000.










