Acquisition of Interbest and Ngage Media

Ocean Outdoor Limited

Acquisition of Interbest and Ngage Media to Establish Strong Netherlands Digital Platform

London, United Kingdom, 12 March 2019 - Ocean Outdoor Limited (LSE: OOUT), ("Ocean Outdoor", "Ocean", or "the Company") has acquired Interbest ("Interbest") and Ngage Media ("Ngage"), two leading digital out-of-home ("DOOH") companies operating across the Netherlands, for a combined cash consideration of approximately €51 million. 

Interbest is the country's biggest independent roadside operator with 88 digital and static OOH masts in prime locations on the busiest road and motorway networks. Its portfolio covers all the Dutch municipalities including the Randstad megalopolis of Amsterdam, Rotterdam, Utrecht and The Hague.

Ngage Media is a 100 percent pure play digital operator with 76 large full motion digital screens in 50 locations across the Randstad megalopolis which includes Amsterdam, Rotterdam, Utrecht and The Hague.

The combined portfolio, which is 60% digital(1) today with a clear path toward further conversions and development, will have reach across all the Dutch municipalities, covering key cities including Amsterdam, Rotterdam, Utrecht and The Hague. For the full year 2018, the two businesses, combined, delivered net revenue of €25.7 million and adjusted EBITDA(2) of €7.4 million (based on unaudited accounts).

These transactions see Ocean Outdoor expand into a highly attractive market with similarly strong underlying industry dynamics to the UK, extending its Digital Cities for Digital Citizens out-of-home philosophy into continental Europe. The entry into the Netherlands via two simultaneous acquisitions creates an immediate scale platform, with a robust digital growth profile ahead, and provides the ability to realise synergies over time.

The companies are based in Amsterdam and the Randstad and will continue to operate under their respective management teams, supported and powered by the Ocean brand.

The transactions value Interbest and Ngage, combined, at a 31 December 2018 LTM multiple of 6.9x adjusted EBITDA(1), before any benefit for the synergies. 

Interbest and Ngage will receive total consideration of approximately €51 million in cash, and a performance-linked earn-out if growth performance targets are met overtime. Ocean expects the delivery of performance targets and synergies to further enhance this transaction. The transaction was funded through Ocean's cash on hand and will be immediately highly accretive to free cash flow and EPS, reflecting the attractive standalone growth potential of both assets, even before the benefit of potential synergies.

Ocean continues to see additional attractive uses to deploy capital through M&A, and these transactions further reinforce Ocean's focus on its three core strategic tenets of driving organic growth, technical innovation and accretive inorganic consolidation. In addition to M&A, the Board continues to review its capital position and the best use of resources, which includes a return of capital to shareholders. The company expects to provide further feedback with the release of its full 2018 financial results on March 19th.

Commenting on the deal, Ocean CEO Tim Bleakley said: "We are delighted to announce these acquisitions which offer an exciting opportunity to expand Ocean into continental Europe. These are two attractive businesses with very clear, complementary digital strategies with talented and focused management in different spheres of the out-of-home sector. Their acquisition will create an enhanced offer which benefits all stakeholders, landlords, municipalities and advertisers along with the media and specialist agencies.

"Ocean has established a strong track record of unlocking the true value of acquired businesses. We plan to accelerate both company's development plans, aligning the businesses within their own markets by sharing DOOH expertise and fast-tracking investment. Ocean has developed a strong, long term relationship with the management teams who were among the first international partners in Ocean's Alliance network. We are really looking forward to working even closer with them on this next stage of the Ocean voyage."

Xavier Tilman, Ngage Media managing partner and founder, said: "Joining Ocean, and the cooperation with Interbest, enables us to enhance our objective to enlarge our digital footprint in the domestic Dutch market as well as our international ambitions to develop the medium digital out-of-home."

Meindert van den Heuvel, Interbest managing director, said: "This is a landmark deal which allows us to jointly develop new propositions for advertisers and grow digital roadside advertising at speed. Rolling this out under the premium Ocean brand proposition marks an exciting new era for digital OOH advertising in the Netherlands."

The company expects to provide further feedback with the release of its full 2018 financial results on March 19th; investors are invited to participate in Ocean's Investor Call, which will begin at 12pm GMT/8am ET on Tuesday, March 19th. Conference details for the investor call are as follows:

Standard International Access

+44 (0) 20 3003 2666

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0808 109 0700

USA Toll Free

1 866 966 5335

Password: OCEAN OUTDOOR

(1)Digital revenues as a percent of all media revenues for 2018

(2)Adjusted EBITDA incorporates revised management fees

Ends

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About Ocean Outdoor Limited:

Ocean Outdoor operates some of the UK's most prestigious digital outdoor locations, including Holland Park Roundabout, which forms part of the Company's exclusive external rights to two of the largest premium urban shopping malls in Europe, Westfield London and Westfield Stratford; The Birmingham Media Eyes above New Street Station, Birmingham; Piccadilly Lights, owned by Landsec, and digital out-of-home (DOOH) networks across the top 10 UK cities including Birmingham, Manchester, Newcastle, Liverpool, Leeds, Glasgow and Edinburgh. Ocean also manages London's BFI IMAX. Ocean's portfolio of high-profile landlords and partners includes Birmingham, Manchester and Southampton City Councils, Landsec, Westfield, the BFI and intu.