19th Dec 2014 07:00
UBM PLC - Completion of acquisition of Advanstar CommunicationsUBM PLC - Completion of acquisition of Advanstar Communications
PR Newswire
London, December 19
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLEOR IN PART, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEWZEALAND, SOUTH AFRICA OR ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DOSO. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT. THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS ORPROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN SHALL CONSTITUTE AN OFFERING OFNEW ORDINARY SHARES. NOTHING IN THIS ANNOUNCEMENT SHOULD BE INTERPRETED AS ATERM OR CONDITION OF THE RIGHTS ISSUE. ANY DECISION TO PURCHASE, SUBSCRIBE FOR,OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF ANY NIL PAID RIGHTS, FULLY PAIDRIGHTS OR NEW ORDINARY SHARES MUST BE MADE ONLY ON THE BASIS OF THE INFORMATIONCONTAINED IN AND INCORPORATED BY REFERENCE INTO THE PROSPECTUS, AVAILABLE FROMTHE REGISTERED OFFICE OF UBM PLC AND ON ITS WEBSITE AT WWW.UBM.COM. 19 December 2014 UBM plc completes acquisition of Advanstar Communications UBM plc ("UBM" or the "Company") announces that it has today completed theUS$972 million (£599 million) acquisition of VSS-AHC Consolidated HoldingsCorp. (also known as Advanstar Communications) ("Advanstar"), a leading USevents and marketing services business serving business professionals andconsumers in the fashion, licensing, life sciences and powersports industries.The transaction was announced on 1 October 2014. Advanstar is one of the largest tradeshow businesses in the US, operating 54tradeshows and approximately 100 conferences. The tradeshows occupy a total ofapproximately 400,000 net square metres of exhibition space annually andinclude leading fashion events such as MAGIC Marketplace and Fashion Coterie.Advanstar also produces 30 publications as well as 194 websites and otherdigital products. The acquisition makes UBM (by 2013 revenue) the leading events business in theUS, which is the biggest events market in the world, and also adds five eventswhich rank among UBM's 2013 Top 20 by revenue. All 54 of Advanstar's tradeshowswould rank among UBM's 2013 top 100 events; UBM's top 100 shows by revenuegenerated more than 96% of UBM's Events EBITA in 2013. The addition ofAdvanstar's US events complements UBM's emerging markets event portfolio andaligns UBM's Events business with the global events market. The acquisition of Advanstar progresses UBM's implementation of its `EventsFirst' strategy, announced by UBM's CEO Tim Cobbold on 3 November 2014. UBM's`Events First' strategy aims to drive profitable growth by focusing on thelarger and more profitable tradeshows, increasing efficiency and effectivenessthrough the use of standardised systems and driving operational excellence. UBM also confirms today that its trading and outlook for the full year remainin line with expectations. Tim Cobbold, UBM CEO said: "I am very pleased we have completed the acquisition of Advanstar and towelcome Advanstar's CEO Joe Loggia and his team to UBM. Advanstar brings a portfolio of market-leading, `must-attend' events whichserve customers in growing markets, particularly the US fashion industry. Thedeal makes UBM the largest events business in the US, the world's biggestevents market, complementing the strength of UBM's portfolio in emergingmarkets. The addition of Advanstar accelerates our `Events First' strategy to driveprofitable growth for UBM's shareholders." * Ends - Contacts UBM plc Peter Bancroft Director of communications@ubm.com +44 207 921 5961 Communications Kate Postans Head of Investor kate.postans@ubm.com +44 207 921 5023 Relations Brunswick Jon Coles, Andy Rivett-Carnac ubm@brunswickgroup.com +44 207 404 5959& Craig Breheny J.P. Morgan Cazenove (Sole Financial Adviser, Sole Sponsor and Corporate Broker to UBM)Hugo Baring +44 207 134 4283Nicholas Hall +44 207 134 3339Thomas White +44 207 134 7358 Credit Suisse (Corporate Broker to UBM) Gillian Sheldon +44 207 888 7976Stuart Field +44 207 883 3083Michael Taylor +44 207 883 2164 Notes to Editors 1. Interview with Tim Cobbold A recorded video interview with Tim Cobbold about UBM's strategy is available -subject to regulatory constraints - from UBM's website, www.ubm.com 2. About UBM plc UBM plc is a leading global events-led marketing services and communicationscompany. We help businesses do business, bringing the world's buyers andsellers together at events, online and in print. Our 5,000 staff in more than20 countries are organised into specialist teams which serve commercial andprofessional communities, helping them to do business and their markets to workeffectively and efficiently. For more information, go to www.ubm.com; for UBM corporate news, follow us onTwitter at @UBM_plc and go to http://media.ubm.com/social for more UBM socialmedia options. Cautionary statement regarding forward-looking statements This announcement may contain certain forward-looking statements, beliefs oropinions, with respect to the financial condition, results of operations andbusiness of UBM, Advanstar (together with UBM, the "Enlarged Group") and theEnlarged Group. These statements, which may be identified by the use of forward lookingterminology, such as "anticipate", "believe", "intend", "estimate", "expect","may", "will", "seek", "continue", "aim", "target", "projected", "plan","goal," "achieve" and words of similar meaning, reflect the Company's beliefsand expectations and are based on numerous assumptions regarding the Company'spresent and future business strategies and the environment the Company and theEnlarged Group will operate in and are subject to risks and uncertainties thatmay cause actual results to differ materially. No representation is made thatany of these statements or forecasts will come to pass or that any forecastresults will be achieved. Forward-looking statements involve inherent known andunknown risks, uncertainties and contingencies because they relate to eventsand depend on circumstances that may or may not occur in the future and maycause the actual results, performance or achievements of the Company or theEnlarged Group to be materially different from those expressed or implied bysuch forward looking statements. Many of these risks and uncertainties relateto factors that are beyond the Company's or the Enlarged Group's ability tocontrol or estimate precisely, such as future market conditions, currencyfluctuations, the behaviour of other market participants, the actions ofregulators and other factors such as the Company's or the Enlarged Group'sability to continue to obtain financing to meet its liquidity needs, changes inthe political, social and regulatory framework in which the Company orAdvanstar operates or in economic or technological trends or conditions. Pastperformance of the Company or Advanstar cannot be relied on as a guide tofuture performance. As a result, you are cautioned not to place undue relianceon such forward-looking statements. The list above is not exhaustive and thereare other factors that may cause the Company's or the Enlarged Group's actualresults to differ materially from the forward-looking statements contained inthis announcement. Forward-looking statements speak only as of their date andthe Company, its parent and subsidiary undertakings, the subsidiaryundertakings of such parent undertakings and any of their respective directors,officers, employees, agents, affiliates or advisers expressly disclaim anyobligation to supplement, amend, update or revise any of the forward-lookingstatements made herein, except where it would be required to do so underapplicable law. In light of these risks, uncertainties and assumptions, the events described inthe forward-looking statements in this announcement may not occur. No statement in this announcement is intended as a profit forecast or a profitestimate and no statement in this announcement should be interpreted to meanthat earnings per share of UBM for the current or future financial years wouldnecessarily match or exceed the historical published earnings per share of UBM. IMPORTANT NOTICE This announcement has been issued by, and is the sole responsibility of, UBM.No representation or warranty, express or implied, is or will be made by, or inrelation to, and no responsibility or liability is or will be accepted by J.P.Morgan Cazenove or Credit Suisse (each as defined below) or by any of theirrespective affiliates or agents or by any advisor to UBM or by any of theiraffiliates or agents as to or in relation to the accuracy or completeness ofthis announcement or any other written or oral information made available to orpublicly available to any interested party or its advisers, and anyresponsibility or liability therefor is expressly disclaimed. This announcement is not a prospectus but an advertisement and investors shouldnot acquire any Nil Paid Rights, Fully Paid Rights or New Ordinary Sharesreferred to in this announcement except on the basis of the informationcontained in the Prospectus published by UBM in connection with the RightsIssue. The information contained in this announcement is for backgroundpurposes only and does not purport to be full or complete. The information inthis announcement is subject to change. A copy of the Circular and the Prospectus is available from the registeredoffice of UBM and on UBM's website at www.ubm.com. However, the Prospectus willnot, subject to certain exceptions, be available (whether through the websiteor otherwise) to Shareholders in the United States or any other ExcludedTerritory. Neither the content of UBM's website nor any website accessible by hyperlinkson UBM's website is incorporated in, or forms part of, this announcement. TheProspectus will give further details of the New Ordinary Shares, the Nil PaidRights and the Fully Paid Rights being offered pursuant to the Rights Issue. The distribution of this announcement into jurisdictions other than the UnitedKingdom may be restricted by law, and, therefore, persons into whose possessionthis announcement comes should inform themselves about and observe any suchrestrictions. Any failure to comply with any such restrictions may constitute aviolation of the securities laws of such jurisdiction. In particular, subjectto certain exceptions, this announcement, the Prospectus and the ProvisionalAllotment Letters should not be distributed, forwarded to or transmitted in orinto the United States or any other Excluded Territory. This announcement is for information purposes only and is not intended to anddoes not constitute or form part of any offer or invitation to purchase orsubscribe for, or any solicitation to purchase or subscribe for, Nil PaidRights, Fully Paid Rights or New Ordinary Shares or to take up any entitlementsto Nil Paid Rights in any jurisdiction. No offer or invitation to purchase orsubscribe for, or any solicitation to purchase or subscribe for, Nil PaidRights, Fully Paid Rights or New Ordinary Shares or to take up any entitlementsto Nil Paid Rights will be made in any jurisdiction in which such an offer orsolicitation is unlawful. The information contained in this announcement is notfor release, publication or distribution to persons in the United States or anyother Excluded Territory, and should not be distributed, forwarded to ortransmitted in or into any jurisdiction, where to do so might constitute aviolation of local securities laws or regulations. The Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares and theProvisional Allotment Letters have not been and will not be registered underthe Securities Act or under any securities laws of any state or otherjurisdiction of the United States and may not be offered, sold, taken up,exercised, resold, renounced, transferred or delivered, directly or indirectly,within the United States except pursuant to an applicable exemption from or ina transaction not subject to the registration requirements of the SecuritiesAct and in compliance with any applicable securities laws of any state or otherjurisdiction of the United States. There will be no public offer of the NilPaid Rights, the Fully Paid Rights or the New Ordinary Shares in the UnitedStates. The information in this announcement may not be forwarded or distributed to anyother person and may not be reproduced in any manner whatsoever. 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This announcement doesnot contain or constitute an offer for sale or the solicitation of an offer topurchase securities in the United States. Any securities referred to hereinhave not been and will not be registered under the Securities Act, and may notbe offered or sold in the United States absent registration under theSecurities Act or an available exemption from, or transaction not subject to,the registration requirements of the Securities Act. Notice to all investors J.P. Morgan Securities plc, which conducts its UK investment banking businessesas J.P. Morgan Cazenove ("J.P. Morgan Cazenove") is authorised in the UK by thePrudential Regulatory Authority and regulated in the UK by the PrudentialRegulatory Authority and the Financial Conduct Authority, is acting exclusivelyfor UBM and no one else in connection with the Acquisition and the Rights Issueand will not regard any other person as its client in relation to theAcquisition or the Rights Issue and will not be responsible to any person otherthan UBM for providing the protections afforded to clients of J.P. MorganCazenove, nor for providing advice in relation to any matters referred toherein. J.P. Morgan Limited, which conducts its UK investment banking businesses asJ.P. Morgan Cazenove ("J.P. Morgan Cazenove") is authorised and regulated inthe UK by the Financial Conduct Authority, is acting exclusively for UBM and noone else in connection with the Acquisition and will not regard any otherperson as its client in relation to the Acquisition and will not be responsibleto any person other than UBM for providing the protections afforded to clientsof J.P. Morgan Cazenove, nor for providing advice in relation to any mattersreferred to herein. For the purposes of this announcement, references to "J.P.Morgan Cazenove" are to J.P. Morgan Limited and/or J.P. Morgan Securities plc,as the context requires. Credit Suisse Securities (Europe) Limited ("Credit Suisse") is authorised inthe UK by the Prudential Regulatory Authority and regulated in the UK by thePrudential Regulatory Authority and the Financial Conduct Authority, is actingexclusively for UBM and no one else in connection with the Rights Issue andwill not regard any other person as its client in relation to the Rights Issueand will not be responsible to any person other than UBM for providing theprotections afforded to clients of Credit Suisse, nor for providing advice inrelation to any matters referred to herein. Apart from the responsibilities and liabilities, if any, which may be imposedon J.P. Morgan Cazenove or Credit Suisse under FSMA or the regulatory regimeestablished thereunder, J.P. 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