8th Mar 2010 07:00
8 March 2010
Tarsus Increases Exposure to US Growth Opportunities through acquisition
of remaining 20% Minority Interest in Medical Conferences International ("MCI")
Transaction highlights:
§ Proposed acquisition of the remaining 20% of MCI
§ Consideration of US$10.75 million (£6.6 million) paid in Tarsus shares valued at 114 pence per share
§ Acquisition provides Tarsus with 100% exposure to the future growth opportunities in MCI, particularly the fast growing medical educational market in the US
§ All share consideration secures long term management commitment
§ Acquisition expected to be earnings enhancing in current financial year
Tarsus ("Tarsus" or "the Company"), the international business-to-business media group, is pleased to announce that it has entered into a conditional agreement with Dr Robert Goldman and Dr Ronald Klatz ("the Vendors") to acquire from them the remaining 20% interest in MCI not already owned by Tarsus for a consideration of US$ 10.75 million (£6.6 million) (the "MCI Acquisition").
MCI, founded by the Vendors in 2003, is an organiser of medical sector events in the fast growing anti-ageing and preventative medicine market. MCI organises three key sector events in the USA annually: in Orlando (April), Chicago (October) and Las Vegas (December).
Since the acquisition by Tarsus of 80% of the issued share capital of MCI in 2006, MCI has continued to capitalise on its strong market position in the US and increase its exposure to the fast growing medical education market. In line with Tarsus Group as a whole, the MCI brand has also been successful in expanding internationally, with events now scheduled in Europe, Dubai, South America and Asia in 2010.
The acquisition of the remaining 20% of MCI provides Tarsus with an opportunity to secure 100% of the anticipated upside in this business, with the acquisition expected to be earnings enhancing in the current financial year.
The Vendors
A key strength of the MCI business is its highly experienced management team which has a strong profile and reputation in the industry. Dr Robert Goldman is the Chairman of the American Academy of Anti-Ageing Medicine ("A4M") and (with Dr Ronald Klatz) the Founding President of the National Academy of Sports Medicine, USA. Dr Ronald Klatz is the President of A4M.
Following the MCI Acquisition, the Vendors will both remain with the business and their current consulting agreements with MCI will be revised and extended by 10 years to 2026. The terms of the deferred consideration/ revenue incentive payable under the terms of the 2006 MCII Acquisition agreement have been extended, but subject to more demanding financial thresholds, and aggregate deferred consideration payments remain subject to the existing cap of $10.0 million.
Terms of MCI Acquisition
The consideration of US$10.75 million (£6.6 million) will be satisfied by the issue to the Vendors, on or before 31 August 2010, of 5,820,878 Tarsus ordinary shares of 5 pence each (the "Consideration Shares"), representing an issue price of 114 pence per Consideration Share, equating to 7.8% of the overall enlarged Tarsus Group issued share capital.
The Vendors have agreed a lock-in such that they will not sell any of the Consideration Shares unless and until either Neville Buch or Douglas Emslie sell any of their own ordinary shares in Tarsus, in which case the Vendors will be entitled to sell the same percentage of their Consideration Shares as the sale (by Mr Buch or Mr Emslie as the case may be) represents to their combined shareholdings in Tarsus. The Vendors are also permitted to dispose of their Consideration Shares in certain other limited circumstances, including if there is a change of control involving a change in the existing management of Tarsus.
Related Party Transaction
The MCI Acquisition is a 'related party transaction' (as defined in the Listing Rules of the FSA under Part VI of FSMA (the "Listing Rules")) and is therefore subject to, and conditional upon, the approval of shareholders, which will be sought at a general meeting.
A circular containing further details of the MCI Acquisition, and a notice of the general meeting will be circulated to shareholders in due course and, subject to the approval of the shareholders being granted, the Consideration Shares will be issued on or before 31 August 2010.
Commenting on the MCI Acquisition, Douglas Emslie, Group Managing Director of Tarsus, said:
"The acquisition of the 80% holding in MCII in 2006 provided Tarsus with exposure to events in the field of anti-ageing and preventive medicine. Since that time the medical market has continued to grow and we are excited about the accelerating changes in medical expenditure towards early detection and prevention of diseases.
The number of doctors entering educational programmes continues to grow both in the US and internationally and we anticipate this trend to increase due to legislative changes. The acquisition of the remaining 20% of MCI provides Tarsus with full exposure to the future growth opportunities in the business and continues the strategy of growing a portfolio of market-leading events internationally."
For further information contact:
Tarsus Group plc
Douglas Emslie, Group Managing Director 020 8846 2700
Ashley Milton, Group Finance Director
Investec Bank plc
Bruce MacInnes 020 7597 4000
Patrick Robb
Alexandra Calinikos
Scott Harris
Stephen Scott 020 7653 0030
Jeremy Wiseman
Note: Background to the MCI Acquisition
On 16 November 2006 Tarsus announced that it had entered into an agreement with the Vendors to acquire from them 80 per cent. of the issued share capital of Medical Conferences International Inc ("MCII") for a total consideration of up to $46.0 million. This comprised $36.0 million payable in cash upon completion, up to $10.0 million payable as deferred consideration and $2.9 million consideration for the net assets of MCII.
Following the completion of this transaction the Vendors retained ownership of 20% of MCII, (now "MCI").
As at 31 December 2009, the gross assets of MCI were $19.4 million, and MCI generated profit before tax of $6.3 million for the year ended 31 December 2009.
This announcement is for information purposes only and does not constitute an invitation to subscribe for or otherwise acquire or dispose of securities in the Group in any jurisdiction. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. This announcement does not constitute or form part of any offer to issue or sell, or any solicitation of any offer to subscribe or purchase, any investments nor shall it (or the fact of its distribution) form the basis of, or be relied on in connection with, any contract therefore.
This announcement may include certain "forward-looking statements". These statements are based on the current expectations of the Group and are naturally subject to uncertainty and changes in certain circumstances. Forward-looking statements typically include statements containing words such as "intends", "expects", "anticipates", "targets", "plans", "estimates" and words of similar import. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are various factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to, changes in economic conditions, changes in the regulatory environment, fluctuations in value of real estate, interest and exchange rates, the outcome of litigation and government actions. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. The Group does not undertake any obligation to update publicly or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required.
Related Shares:
Tarsus