LONDON, UK: Ascential plc has entered into agreements to sell its Digital Commerce business to Omnicom Group Inc., and its product design business (WGSN) to Wind UK Bidco 3 Limited, a newly-formed company established by funds advised by Apax Partners LLP for a combined enterprise value of £1.4 billion and cash proceeds of £1.2 billion.
Following completion of the Transactions, the Company intends to distribute approximately £850 million to Ascential shareholders.
Agreement to sell Digital Commerce to Omnicom for a total enterprise value of $900 million (approximately £741 million). After customary closing adjustments, including earnout obligations assumed by Omnicom, expected proceeds from Omnicom are $835 million (approximately £688 million) and also taking account of certain early earnout settlements by Ascential of approximately $50 million and other customary closing adjustments, proceeds are expected to be approximately $775 million (approximately £638 million).
Agreement to sell WGSN to Bidco for a total enterprise value of up to £700 million which includes contingent consideration payable based on the ultimate return achieved by the Apax Funds on their investment. After customary closing adjustments (including in respect of approximately £61 million of deferred income), proceeds from Bidco are expected to be approximately £572 million payable on completion.
Scott Forbes, Chairman, Ascential plc, said: “The Board firmly believes that the proposed sales of Digital Commerce and WGSN represent excellent value for shareholders, including the return of a significant portion of the combined proceeds. Furthermore, these actions are compelling in that they will enable us to achieve the objectives of the strategic review, addressing the distinct investment propositions of Ascential’s three businesses, while also better positioning each business to achieve their growth ambitions.”
Duncan Painter, CEO, Ascential plc, said: “We are delighted that we have found excellent owners for both Digital Commerce and WGSN that will allow each business to flourish and take the next steps to pursue their own individual ambitions. Omnicom’s and Digital Commerce’s complementary technology and data platforms, together with their strong client relationships will be instrumental in accelerating the realisation of Digital Commerce’s strategy, and WGSN is also well set for its next chapter of growth under new ownership. Ascential’s continuing business with its world-leading Events brands remains well-positioned to succeed as a high quality, independent UK-listed business.”