LONDON, UK: Zinc Media Group has conditionally agreed to acquire the entire issued and to be issued share capital of The Edge Picture Co Limited, for an initial consideration of £2.1 million, a bourse filing noted.
The consideration comprises initial consideration of £1.56 million in cash and £0.54 million to be satisfied by the issue of 540,000 new ordinary shares of 0.125 pence each in the capital of Zinc Media at a price of 100 pence per Initial Consideration Share to the Sellers on Completion and additional consideration of up to a further £3.875 million.
Additional consideration will be satisfied in part by cash and a combination of cash, the issue of new Ordinary Shares and/or the issue of loan notes in Zinc contingent on the trading performance of The Edge over each of the 12 month periods ending 30 June 2023, 30 June 2024 and 30 June 2025.
In addition, an additional amount of deferred consideration (up to an approximate amount of £0.73 million) may become payable in cash following The Edge receiving the same amount under an existing financial arrangement, at all times in accordance with the terms of the Acquisition Agreement.
As structured, and being conditional on The Edge receiving the same amount first, the Deferred Consideration is not considered an additional cost to Zinc.
Founded in 1990, The Edge is one of the largest brand and corporate film making production companies in the UK. It has won over 700 awards including the ‘Worldwide Production Company of the Year Award’ at the New York Festivals for 15 consecutive years
For the financial year to 31 December 2021, The Edge generated revenue of £8.2 million, Adjusted EBITDA profit of £0.8 million and profit before tax of £0.5 million. As of June 2022, The Edge had £8 million of revenue booked for 2022.
Zinc Media is an award winning, critically acclaimed television, brand and audio production business. It has two divisions: Zinc Television and Zinc Communicate.
Zinc Television is an award-winning content producing group making a range of factual TV programmes for UK and international broadcasters and OTT platforms, operating under trusted production labels. Zinc Communicate specialises in the creation of corporate films for businesses, brands, advertisers and media owners and branded entertainment for consumer brands and has a small but growing radio and podcasting production offering.
The Group is targeting further revenue growth through both organic means and complementary acquisitions.