Informa Annual Report and Financial Statements 2007
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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.