LONDON, UK: Ebiquity plc, a world chief in media funding analysis, introduced the proposed acquisition of Media Management LLC (MML), a US-focused media audit specialist, for an preliminary consideration of £6.1 million with a deferred consideration element payable in 2025. Ebiquity Inc., US subsidiary of Ebiquity plc, will purchase MML.
Media Management LLC (MML) is a US-based media audit firm offering clients with transparency and accountability of their media investments, and firm efficiency validation, based in St Louis, Missouri in 1995 by Thomas Bridge.
MML makes use of a proprietary circle audit technology that enables it to analyse 100% of its clients’ “media buy” data from all main “media buy” administration platforms.
MML has a 40-person team centred in St Louis and distributed throughout the US. The firm has a high-quality client roster that features Geico, GM, AT&T, AstraZeneca and Samsung with common client tenure of eleven years. The founder and present chief executive officer of MML, Thomas Bridge (the “Founder”), will stay with the enterprise and join Ebiquity’s North American administration team.
In the monetary year ended 31 December 2021, MML’s income grew c.29% year-on-year to £5.4 million and it made an improved working revenue of £0.7 million with working revenue margin of 13.4%2. As at 31 December 2021, MML had gross assets of £1.8 million2.
Acquisition rationale
Ebiquity Board believes that there’s a strong strategic and monetary rationale for the MML Acquisition. The acquisition of MML and its complementary service offering would add scale to Ebiquity’s enterprise within the US, the world’s largest promoting market. MML’s client roster of blue-chip American corporates will create significant cross-sell alternatives within the US for the enlarged group. MML’s strong automation practices will enhance working efficiencies and drive realisable cost synergies.
The Ebiquity Group’s enterprise within the US would even be instantly scaled with income of £10.7 million within the monetary year to 31 December 2021 on a professional forma basis4.
The MML integration will be managed by Ebiquity’s US administration team headed by Paul Williamson (MD of Ebiquity’s present North American business) and Thomas Bridge (founder and present CEO of MML).
The acquisition is being effected by an settlement dated 29 March 2022 between Ebiquity, Ebiquity Inc. (the Company’s US subsidiary), MML, Bridge Media Services Inc. (held by the Founder and his closely related persons, along with Bridge Media Services Inc., the “MML Vendors”) and the MML Vendors (the “MML Acquisition Agreement”).
The preliminary consideration element for the MML Acquisition is £6.1 million payable in money on completion. Of the £6.1m preliminary consideration, the 16% (c.£1.0 million1) of the money has been utilized by the MML Vendors to subscribe for 1,737,261 new Ordinary Shares of Ebiquity.
Under the MML Acquisition Agreement, the MML Vendors will maintain 1,737,261 MML Shares following the completion of the MML Acquisition.
The deferred consideration element for the MML Acquisition will be payable in 2025 based on 1.0x of reported 2024 adjusted earnings earlier than curiosity and tax of the mixed Ebiquity US and MML companies which is anticipated to be at least £3.0 million payable in money of which the MML Vendors will apply 20% to subscribe for Ordinary Shares, which will be calculated (rounded down to the closest whole number) by reference to the center market quotations for the Ordinary Shares as proven by the AIM Appendix of the Daily Official List of the London Stock Exchange for the 5 Business Days previous to the date the deferred consideration is agreed between the parties. The Company expects to have sufficient money headroom in 2025 to fulfill the deferred money consideration for MML.
Under the MML Acquisition Agreement, the MML Vendors have undertaken, save in restricted circumstances, to not dispose of any of their pursuits within the New Shares at any time previous to the 18-month anniversary of the date of their issue. In addition, so as to make sure an orderly market within the Ordinary Shares, the MML Vendors have additional undertaken they would not, save in restricted circumstances, deal or in any other case dispose of any such pursuits within the New Shares different than through Panmure Gordon (or such different dealer appointed by the Company from time to time).
The MML Acquisition has been financed through the Company’s existing money resources and the MML Shares will be issued under existing Shareholder authorities. The MML Acquisition will full conditional on admission of MML Shares to buying and selling on AIM.
Nick Waters, Chief Executive Officer of Ebiquity, said: “This represents an thrilling transfer for us to scale our North American business. MML brings a team of expert and extremely expert media specialists, complementary capabilities, an excellent patented technology platform in Circle Audit, and a roster of high-quality blue chip American clients. The mixture of Ebiquity and MML unlocks strong potential for the business, and considerably advances and scales our enterprise within the US, the world’s largest promoting market.”
Thomas Bridge, Founder and present Chief Executive Officer of MML, said: “MML is excited to join the Ebiquity family, increasing our protection domestically & internationally for our clients. This step additional reinforces MML’s dedication to our team and our clients in persevering with our work in driving third-party media accountability.”
www.ebiquity.com