Future plc, the global platform for specialist media, today announces the acquisition of MoNa Mobile Nations, LLC (“Mobile Nations”), a leading global digital publisher focused on consumer electronics and based in the US.
Mobile Nations is a global independent digital publisher focused on consumer electronics, combining content, community and commerce to deliver shopping enablement solutions, with its key brands including Android Central, iMore, Windows Central and Thrifter. Mobile Nations’ brands educate and inspire a monthly audience of over 40 million technology enthusiasts and support consumers in making better-informed buying decisions for personal electronics.
The initial cash consideration is $55 million with a further $5 million to be satisfied through the issue to the vendors of 615,166 new ordinary shares (the “Consideration Shares”). In addition, a further variable deferred consideration up to a total value of $60 million will be paid, subject to meeting financial targets based on the year ending 31 March 2020. The deferred consideration is expected to be split equally between cash and the issuance of new shares in Future, although Future retains the right to pay the full balance in cash.
Transaction highlights and rationale
· Clear strategic fit
o Supports strategy of seeking leadership in niche specialist markets
o Complementary brands further diversify and strengthen Company’s presence in US
o Brands acquired focus on consumer electronics, combine content, community and commerce to deliver shopping enablement solutions
§ Include Android Central, iMore, Windows Central and Thrifter
§ Monthly audience of over 40 million technology enthusiasts
o Strong existing commercial relationship through longstanding partnership with Purch, acquired by Group in September 2018
o Significant further opportunities available through sharing of best practice
· Compelling financial rationale
o Mobile Nations achieved revenue of $16.4 million and EBITDA of $8.2 million in year ended 31 December 2018
§ Organic revenue growth of 31% and EBITDA growth of 52% yoy
o Transaction expected to be earnings enhancing in the current financial year and materially earnings enhancing in the first full year following completion
· Total consideration of up to US$120 million
o Initial cash consideration of US$55 million, with further $5 million in shares
o Further variable deferred consideration up to total value of $60 million, subject to certain financial targets based on the year ending 31 March 2020. Deferred consideration to be split equally between cash and issuance of new shares in Future, although Future retains the right to pay the full balance in cash
o Initial cash consideration funded via Group’s existing debt facilities
· Cash generative nature of Group will ensure debt profile reduces quickly over the year
The Company has made applications for the Consideration Shares to be admitted to the standard segment of the Official List and to the London Stock Exchange’s main market for listed securities (“Admission”). The Company expects Admission to occur at 8am on 4 March 2019.
Mobile Nations was advised by JEGI, a leading independent investment bank focused on media, marketing, information and technology, on this transaction.
Zillah Byng-Thorne, CEO of Future, commented:
“This acquisition will further strengthen our market leading position in technology and extend our growing presence in the US. Mobile Nations’ consumer electronics brands, which combine content, community and commerce to deliver shopping enablement solutions, are highly complementary to our existing portfolio.
“We already have an established commercial relationship with Mobile Nations through its longstanding partnership with Purch, which we acquired in September 2018. The addition of Mobile Nations’ brands will deepen our presence and expand our opportunities to monetise our significant US online audience.
“We have identified a number of areas where we can share best practice as we continue to leverage our specialist media platform and diversify our revenue streams, both geographically and across our product offering.”