TIDMINF
RNS Number : 3180Z
Informa PLC
10 January 2024
Informa LEI: 5493006VM2LKUPSEDU20
Informa PLC: Press Release
10 January 2024
New TechTarget: Informa accelerates in B2B Digital Services
Informa Tech digital businesses to combine with TechTarget to
create a leading US-listed platform in B2B Data and Market
Access
Informa (LSE: INF.L), the international B2B Events, B2B Digital
Services and Academic Markets Group, today announced an agreement
to combine Informa Tech's digital businesses with TechTarget to
create US-listed New TechTarget.
Stephen A. Carter , Group Chief Executive, Informa, said:
"Today we significantly strengthen Informa's position in the growing
B2B Digital Services market, creating a platform to serve B2B customers
at scale digitally, as we already do in Live & On-Demand B2B Events."
He added: "Over the last three years, Informa has built a proprietary
first party data platform, IIRIS, and expanded our position in
the B2B Digital Services market. Now, through a majority shareholding
in US-listed TechTarget, we are positioning this business firmly
where the customers and the value are."
====================================================================================
Highlights
-- A Leading Platform in B2B Data and Market Access... Informa
Tech's digital businesses ( Industry Dive, Omdia (including
Canalys), NetLine and our Digital Media Brands eg Information Week,
Light Reading, AI Business) will combine with US-listed TechTarget
to create New TechTarget , a market leader with annual sales of
c.$500m;
-- B2B Digital Acceleration... New TechTarget's focus within B2B
Data and Market Access includes Audience Development (Specialist
B2B Content/Brands, First Party Data), Demand Generation, Buyer
Intent, Content Marketing and Tech Research ; The majority of
commercial activity is currently in the US, dominated by Enterprise
Technology customers;
-- Value Creation... Long-term growth of the Technology market,
growing demand for B2B Digital Services , combination synergies
(c.$45m target within three years) and new product development
provide the ingredients for significant value creation, with a
five-year ambition to double revenues;
-- Fully Consolidated... Informa will contribute Informa Tech's
digital businesses and c.$350m(1) cash for a 57% ownership position
in New TechTarget , consolidating its revenues, profits and
cashflows;
New TechTarget: A Leading Platform
in B2B Data and Market Access
=========================================================
* Leading industry brand: TechTarget
=========================================================
* Leading Buyer Intent Platform: Priority Engine
=========================================================
* c.50m Permissioned First Party B2B Audience Data:
TechTarget, IIRIS
=========================================================
* 220+ Leading Specialist B2B Content & Brands:
TechTarget, Industry Dive, Dark Reading
=========================================================
* Leading Tech Research: Omdia, Canalys, Enterprise
Strategy Group
=========================================================
* Leading Demand Generation & Engagement Platforms:
TechTarget, NetLine, BrightTALK
=========================================================
* Leading Content Development Services: BrightTALK,
Studio ID
-- First Party Data: The combination further strengthens
Informa's first party data capabilities, with TechTarget's audience
data, when combined with Informa's IIRIS B2B data, delivering a
total B2B audience of c.50m;
-- A Controlled Company... New TechTarget will be US-listed on
Nasdaq (Ticker: TTGT), classified as a Controlled Company, and led
by Gary Nugent as CEO (current Informa Tech CEO);
-- Enhanced Financials... Post completion, the combination will
immediately enhance Informa's Revenues and Adjusted Operating
Profit and is expected to be accretive to adjusted Earnings Per
Share from 2026 , delivering a post-tax ROIC ahead of long term
WACC within three years.
New TechTarget: Informa Accelerates in B2B Digital Services
Informa Tech's digital businesses enter agreement to combine
with TechTarget
Informa has reached an agreement to combine Informa Tech's
digital businesses with TechTarget to create New TechTarget, a
leading platform in B2B Data and Market Access .
TechTarget is listed and headquartered in the US, a leading
provider of data-driven B2B products to enterprise technology
customers. It delivers new customers, influences purchasing
decisions and drives revenue, based on buyer intelligence derived
from its first party B2B data. TechTarget estimates it will
generate 2024 Revenues of c.$235m and Adjusted EBITDA of
c.$73m.
Over the last three years, Informa has been building a position
in B2B Digital Services . We invested in IIRIS to create a B2B
customer data platform for collating, standardising and analysing
all the Group's first party B2B data.
We expanded in Specialist Tech Research organically (Omdia) ,
then extended our B2B digital product portfolio through Industry
Dive (Specialist B2B Content/Brands), NetLine (Demand Generation
and Buyer Intent) and most recently Canalys (Specialist Tech
Research).
New TechTarget will combine TechTarget's portfolio of B2B
products and brands (eg Priority Engine, BrightTALK) with Informa
Tech's digital businesses - Industry Dive, Omdia, Canalys and
NetLine, as well as the Specialist Digital Media Brands (eg
Information Week, Light Reading, Heavy Reading, AI Business). In
aggregate, it is estimated these digital businesses of Informa Tech
will generate 2024 Revenues of c.$275m and Adjusted EBITDA of
c.$50m, which when combined with TechTarget will mean New
TechTarget is estimated to have 2024 revenues of c.$500m and
Adjusted EBITDA of c.$120m.
The creation of New TechTarget will accelerate Informa's
ambition in B2B Digital Services, creating a leading platform in
B2B Data & Market Access, an area offering significant growth
and value. The addressable customer base for these products is
primarily in the US, dominated by Enterprise Technology companies.
Therefore, we are now planning to locate this combined business
where the customers and the value are, within a US-listed
company.
The Combination brings together brands and business that will
give New TechTarget unique strengths in B2B Data & Market
Access , including:
-- Scale in Audience Development: Scale in segmented B2B
audiences through a portfolio of 220+ leading Specialist B2B Tech
Content Brands, and leading Tech Research business, Omdia;
-- Scale in First Party B2B Data: The combination of Informa's
IIRIS proprietary data platform with the powerful B2B audience data
of New TechTarget will create unique scale in permissioned first
party B2B data, with access to a total B2B audience of c.50m
professionals;
-- Scale in B2B Customer Relationships: Established
relationships with c.8,600 B2B technology customers, focused on
Enterprise Technology, including key C-Suite tech decision
makers;
-- Scale in Leading B2B Technology: A leading buyer intent data
platform, Priority Engine, leading Demand Generation platforms,
TechTarget/NetLine, a leading video content marketing platform,
BrightTALK, SEO-enabled content platforms and a growing number of
AI-enabled tools that improve efficiency and enhance customer
experience;
-- Scale in Product Breadth: Full end-to-end go-to-market
solutions, a range of B2B products, and significant capacity for
new product investment to further expand the product portfolio;
B2B Data and Market Access Platform
============================================================================================
B2B Product Description
=========================== ===============================================================
Audience Development Specialist Business Content/Brands that inform
and educate B2B professionals
=========================== ===============================================================
Permissioned Profile and behavioural insight on B2B buyers
First Party Audience provided through proprietary subscriptions and
Data interactions with Specialist B2B Content/Brands,
including permission to use data for targeted
marketing
=========================== ===============================================================
Buyer Intent Individual prospect data generation, through tech-enabled
analysis of purchasing intent across segmented
B2B audiences
=========================== ===============================================================
Specialist Technology Paid subscription-based access to specialist B2B
Research market/product data, analytics and analysis, and
custom project research that informs market, product
and go-to-market strategy
=========================== ===============================================================
Demand Generation Brand awareness and targeted lead generation through
and Engagement data-driven analysis of segmented B2B audiences
=========================== ===============================================================
Content Development Creation of bespoke content for B2B vendors looking
to reach specialist B2B audiences
--------------------------- ---------------------------------------------------------------
Informa Connect further expands through Informa Tech's Events
portfolio
Informa Connect (Content-led Live & On-Demand B2B Events)
will assume the management and operating responsibility for Informa
Tech's portfolio of 20+ Live and On-Demand Technology Events (eg
Black Hat, Game Developer Conference (GDC), Enterprise Connect,
AfricaCom, The AI Summit). This will expand the Informa Connect
portfolio into a sixth growth market (Biotech & Life Sciences,
Finance, Foodservice, Anti-Aging & Aesthetics, Lifestyle and
now Technology) and take annual revenues to over $1bn.
New TechTarget Value Creation
Informa is contributing its Informa Tech digital businesses and
c.$350m(1) cash in exchange for a 57% majority ownership position
in New TechTarget . This will be effected by the issue of
approximately 40m new shares of common stock to a wholly owned
subsidiary of Informa PLC.
On completion, TechTarget's current shareholders will receive a
c.$350m(1) cash distribution and a 43% ownership position in the
New TechTarget business, which will be a US listed business on the
Nasdaq stock exchange, trading under the ticker symbol TTGT and
will be a Controlled Company.
Annualised net synergies of c.$45m are targeted within three
years, including c.$25m cost efficiencies from real estate,
software, systems and other overheads, and c.$20m incremental
revenue benefits through expanded data access, cross-promotion and
cross-selling targeted across the combined customer base.
New TechTarget will be fully consolidated by Informa,
immediately enhancing Group Revenues and Adjusted Operating Profit
post-completion in 2024. The transaction is expected to be neutral
to adjusted earnings in 2025 and accretive thereafter, and to
deliver a return on invested capital above Informa's long-term cost
of capital within three years.
Growth in Technology, growing demand for data-driven B2B
products
The long-term growth dynamics of the Technology sector remain
strong and, within it, the increasing use of data-driven products
that deliver differentiated Research, Demand Generation and Buyer
Intent. Today's agreement will give Informa scale in the US, the
leading market for these products, a leading market brand in New
TechTarget, valuable operating synergies and highly experienced
operating management, all within a US listed company.
The creation of New TechTarget will provide both sets of
shareholders with a balance of immediate benefits and longer-term
returns, with the primary focus on the significant value that will
be generated by creating a scale position in B2B Data and Market
Access.
New TechTarget will target double-digit organic revenue growth,
35%+ Adjusted EBITDA margins and strong free cash flow conversion
within three years of completion, and a forward ambition is to
generate $1billion in annual revenues within five years of
closing.
Combination Value Creation
======================================================================================================================
Informa Value Creation TechTarget Value Creation
========================================================= ===========================================================
* Access to a leading brand * Immediate cash payment to shareholders (c.$350m(1) )
========================================================= ===========================================================
* Value premium on Day 1
* Scale in the US (where the customers/value are)
========================================================= ===========================================================
* US listing (Nasdaq) * Participation in combination upside
========================================================= ===========================================================
* Increased market capitalisation
* Specialist talent and management
========================================================= ===========================================================
* Fully consolidated financials * Diversification of revenue via paid subscriptions
========================================================= ===========================================================
* A Controlled Company * Scale in Specialist Tech Research via
Omdia/Canalys/ESG
========================================================= ===========================================================
* Expanded access to intent-based first party data * Expanded access to intent-based first party data
========================================================= ===========================================================
* Operational scale benefits
* Operational scale benefits
========================================================= ===========================================================
* Operating synergies
* Operating synergies
========================================================= ===========================================================
* Scale player in long-term growth market * Scale player in long-term growth market
--------------------------------------------------------- -----------------------------------------------------------
Leadership
New TechTarget will be headquartered in Newton (Boston),
Massachusetts. Gary Nugent (currently CEO of Informa Tech) will
become the CEO of New TechTarget. Michael Cotoia (currently CEO of
TechTarget), will become Special Advisor to the CEO, supporting the
effective combination of the businesses and delivery of New
TechTarget's growth and performance targets. Both have significant
domain expertise and experience, as well as deep, long-term
customer relationships in the Enterprise Technology market.
The Board of Directors of New TechTarget post completion will
initially consist of nine Directors, including the CEO and Chair.
The Non-Executive Directors will combine leadership and relevant
experience, including:
Stephen A. Carter (Informa Group Chief Executive), Alex Roth
(Informa Strategy Director), Sally Ashford (Informa HR Director),
representing Informa's shareholding.
The other non-Executive Directors include David Flaschen
(Non-Executive Director of Nasdaq-listed Paychex and
current/retiring Informa PLC Non-Executive Director), Don Hawk
(TechTarget Co-Founder and current Executive Director), Christina
Van Houten (TechTarget Independent Director), Perfecto Sanchez
(TechTarget Independent Director).
In addition, a new Chair of the Board will be appointed with US
listed company and relevant market knowledge and experience.
Path to Completion
The Boards of Informa PLC and TechTarget have unanimously
approved the Combination. The proposed transaction is expected to
complete in the second half of 2024, subject to TechTarget majority
shareholder approval and customary regulatory approvals and other
conditions.
Gary Nugent , Chief Executive, Informa Tech, said:
"Today we are creating a leading platform in B2B Data and Market
Access that combines specialist brands, specialist content and
cutting-edge technology, all underpinned by unique B2B audiences
and proprietary First Party Data, providing B2B buyers with more
opportunities to influence purchasing decisions, identify new
customers and drive revenue."
Michael Cotoia , Chief Executive, TechTarget, said:
"We believe that the importance of permission-based audiences
and first party data is growing exponentially, and this combination
positions New TechTarget to capitalize on these impactful trends by
increasing our first-party intent signals, archive of original
content, traffic footprint and size of our permission-based
audience. I look forward to working with Informa Tech CEO, Gary
Nugent, to combine our talented teams, drive new growth
opportunities and unlock the full potential of this
combination."
Investor Presentations
Informa PLC
Informa will host an investor presentation at 11am UK time on 11
January 2024, focusing on its strong trading performance in 2023,
the outlook for 2024, and today's announcement on TechTarget. This
will be held in person at its offices at 240 Blackfriars, London,
SE1 and webcast live via www.informa.com , hosted by Group Chief
Executive, Stephen A. Carter and Group Finance Director, Gareth
Wright. They will be joined by the Informa Tech CEO, Gary Nugent
and TechTarget Chief Executive, Michael Cotoia .
The live webcast can be accessed via www.informa.com or via
https://brrmedia.news/INF_CU24 .
For those participants that would like to ask questions, the
dial in is as follows:
Password if prompted: Informa Update
UK: 0808 109 0700 or +44 (0)330 551 0200
TechTarget
Separately, TechTarget will host a conference call to discuss
the proposed combination of Informa Tech's digital businesses with
TechTarget. This will be held at 8.30am EST / 1.30pm UK Time on 11
January 2024, led by TechTarget Chief Executive Michael Cotoia ,
TechTarget Finance Director Daniel T. Noreck. They will be joined
by Informa PLC Group Chief Executive Stephen A. Carter and Informa
Tech CEO, Gary Nugent.
The live webcast can be accessed at
https://events.q4inc.com/attendee/433854863 or by dialling as
follows:
Access Code: 698382
International: 866-813-9403
US: 929-458-6194
Enquiries
Stephen A. Carter , Group Chief Executive +44 (0) 20 8052 0400
Gareth Wright, Group Finance Director +44 (0) 20 8052 0400
Richard Menzies-Gow, Director of IR
& Communications +44 (0) 20 8052 2787
+44 (0) 7583 413254 / +44
Tim Burt / Simon Duke - Teneo (0) 7815 779225
------------------------------------------ -------------------------
About TechTarget
TechTarget (Nasdaq: TTGT) is the global leader in purchase
intent-driven marketing and sales services that deliver business
impact for enterprise technology companies. By creating abundant,
high-quality editorial content across approximately 150 websites
and 1,000 webinars and virtual event channels, TechTarget attracts
and nurtures communities of technology buyers researching their
companies' information technology needs. By understanding these
buyers' content consumption behaviours, TechTarget creates the
purchase intent insights that fuel efficient and effective
marketing and sales activities for clients around the world.
TechTarget has offices in Boston, London, Munich, New York,
Paris, Singapore and Sydney. For more information, visit
techtarget.com and follow us on Twitter @TechTarget.
In 2022, TechTarget reported revenue of $297.5m and income
before provision for income taxes of $57.6m. Its reported gross
assets at 30 September 2023 were $687.6m.
About Informa Tech
Informa Tech is a leading provider of market insight and market
access to the global business technology community. Through
in-depth expertise and an engaged audience community, Informa Tech
helps business professionals make better technology decisions and
marketers reach the most powerful tech buyers and influencers in
the world. Across its portfolio of over 100+ trusted brands,
Informa Tech has over 1000 industry experts, including over 400
research analysts and consultants in global research group Omdia,
and a monthly audience reach of over 125 million. Informa Tech is a
division of FTSE 100 company Informa plc. For more information,
visit informatech.com
The digital businesses of Informa Tech being combined with
TechTarget include Industry Dive (Specialist B2B Content/Brands),
Omdia (Specialist Tech Research), NetLine (Demand Generation and
Buyer Intent), and other Specialist Tech Digital Media Brands (eg
Information Week, Light Reading, Heavy Reading, AI Business).
In 2022, these digital businesses delivered revenue of GBP220.7m
and statutory profit before tax, post exceptional and amortisation
costs of GBP2.9m.
Additional Information and Where to Find It
In connection with the proposed transaction (the "proposed
transaction") between Informa and TechTarget, TechTarget CombineCo,
Inc. ("NewCo" or, after the completion of the proposed transaction,
"New TechTarget") and TechTarget will prepare and file relevant
materials with the Securities and Exchange Commission (the "SEC"),
including a registration statement on Form S-4 that will contain a
proxy statement of TechTarget that also constitutes a prospectus of
NewCo (the "Proxy Statement/Prospectus"). A definitive Proxy
Statement/Prospectus will be mailed to stockholders of TechTarget.
TechTarget and NewCo may also file other documents with the SEC
regarding the proposed transaction. This communication is not a
substitute for any proxy statement, registration statement or
prospectus, or any other document that TechTarget or NewCo (as
applicable) may file with the SEC in connection with the proposed
transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION,
INVESTORS AND SECURITY HOLDERS OF TECHTARGET ARE URGED TO READ
CAREFULLY AND IN THEIR ENTIRETY THE PROXY STATEMENT/PROSPECTUS WHEN
IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS THAT ARE
FILED OR WILL BE FILED BY TECHTARGET OR NEWCO WITH THE SEC, AS WELL
AS ANY AMMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, IN CONNECTION
WITH THE PROPOSED TRANSACTION, WHEN THEY BECOME AVAILABLE BECAUSE
THESE DOCUMENTS CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED TRANSACTION AND RELATED MATTERS. TechTarget investors
and security holders will be able to obtain free copies of the
Proxy Statement/Prospectus (when they become available), as well as
other filings containing important information about TechTarget,
NewCo, and other parties to the proposed transaction (including
Informa), without charge through the website maintained by the SEC
at www.sec.gov . Copies of the documents filed with the SEC by
TechTarget will be available free of charge under the tab
"Financials" on the "Investor Relations" page of TechTarget's
internet website at www.TechTarget.com or by contacting
TechTarget's Investor Relations Department at
investor@TechTarget.com.
Participants in the Solicitation
Informa, TechTarget, NewCo, and their respective directors and
certain of their respective executive officers and employees may be
deemed to be participants in the solicitation of proxies from
TechTarget's stockholders in connection with the proposed
transaction. Information regarding the directors of Informa is
contained in Informa's annual reports and accounts available on
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Storage Mechanism at
data.fca.org.uk/#/nsm/nationalstoragemechanism. Information
regarding the directors and executive officers of TechTarget is
contained in TechTarget's proxy statement for its 2023 annual
meeting of stockholders, filed with the SEC on April 19, 2023, and
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This is for informational purposes only and is not intended to
and does not constitute an offer to sell or the solicitation of an
offer to buy any securities, or a solicitation of any vote or
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securities in any jurisdiction in which such offer, solicitation or
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TechTarget's filings with the SEC, including in Item 1A of its
Annual Report on Form 10-K for the year ended December 31, 2022 and
its Quarterly Report on Form 10-Q for the quarter ended September
30, 2023. These risks, as well as other risks associated with the
proposed transaction, will be more fully discussed in the Proxy
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statement on Form S-4 that will be filed with the SEC in connection
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END
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