The Marketing Group Cancels And Discontinues Three Acquisitions And Announces Update On Pending Acquisitions

Published on January 27, 2017

The Marketing Group Cancels And Discontinues Three Acquisitions And Announces Update On Pending Acquisitions
  • The Marketing Group cancels the acquisition of Astute Limited and discontinues the acquisitions of Marc Edward Agency Pty Ltd and McCorkell & Associates Pty Ltd.
  • Due to the cancellation of the acquisition of Astute Limited, 5,660,583 shares of The Marketing Group will be cancelled. Accordingly, earnings per share for Q3 will increase from 3.3 cents to 3.9 cents.
  • Pro Forma EBITDA and revenue excluding all cancelled, discontinued and pending acquisitions would decrease to €7,852,640 and €36,967,171, respectively.

Stockholm, 27 January, 2017 –  THE MARKETING GROUP PLC (“the Group”), the world’s first digital marketing and advertising agglomeration, wishes to announce an update on all pending acquisitions. After considered discussions with all parties, the Group will not be acquiring Astute Limited, Marc Edward Agency Pty Ltd and McCorkell & Associates Pty Ltd. The decrease in share price between the time the offers were made and the time of completion materially changed the deals on offer. In addition, TMG wishes to announce that TDA Group’s acquisition did not complete in the year ended 2016, and progress towards completion is ongoing. The acquisitions of Khemistry Pty Ltd and Precision Marketing Group Ltd are also pending completion.

The cancellation of the Astute acquisition will require the return of 5,660,583 ordinary shares to The Marketing Group. The returned shares will be cancelled, reducing the total number of ordinary shares issued to 30,801,187. Accordingly, earnings per share for the nine months to 30 September will increase from 3.3 cents to 3.9 cents.

The Marketing Group currently comprises of 17 subsidiary businesses, providing marketing and advertising services to clients across the USA, Europe, Asia, Australia and New Zealand.

Adam Graham, Chief Executive Officer of The Marketing Group plc, comments:  “We remain in contact with Astute, Marc Edward Agency and McCorkell & Associates and have not ruled out returning to these discussions at a later date. We continue to work towards the completion of the acquisitions of TDA Group, Khemistry and Precision Marketing Group and also have a strong pipeline of other high quality, profitable and debt-free marketing businesses that are ready to join the Group. In addition, we are committed to ensuring that all future acquisition announcements are made only if a deal is 100% complete.”

The acquisition of Astute, based in Bournemouth, UK, was originally announced by The Marketing Group on 1 August 2016. The acquisition of TDA Group, based in Silicon Valley, USA, was announced on 26 September 2016. That exclusive terms had been agreed to acquire Marc Edward Agency, McCorkell & Associates, Khemistry and Precision Marketing Group was announced on 18 November 2016.

The pro forma numbers for The Marketing Group will be affected as in the table below:

EBITDA of all cancelled acquisitions
(Astute, Marc Edward Agency and McCorkell & Associates)
€6,512,885Revenue of all cancelled acquisitions
(Astute, Marc Edward Agency and McCorkell & Associates)
€27,811,172
EBITDA of all pending acquisitions
(TDA Group, Khemistry and Precision Marketing Group)
€2,430,956Revenue of all pending acquisitions
(TDA Group, Khemistry and Precision Marketing Group)
€17,023,726
Current Pro Forma EBITDA
(17 Subsidiaries)
€7,852,640*Current Pro Forma Revenue
(17 Subsidiaries)
€36,967,171*

* Pro-forma numbers reflect the Group’s performance as if all companies contributed to EBITDA and revenue for a full 12-month period.

For more information, please contact

Stella Tan
Director of Communications
E-mail:  ir@tmg-plc.com

Sweden

Claes Delin / Mikael Widell
Phone: +46 703 11 9960
E-mail:  claes.delin@cordcom.se

Singapore
Malcolm Robertson / Tom Evrard
Phone: +65 6831 7829 / 9850 1998
E-mail:  ftiunitygroup@fticonsulting.com

This information is information that The Marketing Group plc is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 7.00am (CET) on 27th of January 2017.

The Marketing Group in brief

The Marketing Group plc is a global marketing and advertising agglomeration comprising a portfolio of successful and independent digital marketing subsidiary businesses brought together under a central, publically-listed operating platform. Each company within the group provides specialist marketing or advertising services and together form a global network of companies offering clients a full suite of services. The central operating platform supports its subsidiary companies with management and coordinating activities as well as a common publicly-listed investment vehicle. The Marketing Group was incorporated in May 2015 and listed on Nasdaq First North Stockholm on 8 June 2016. Mangold Fondkommission AB, +46 8-5030 15 50, is the Company’s Certified Adviser and liquidity provider.

For more information, please visit the Company’s website  www.tmg-plc.com .