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News and press releases
| Date: | 17 September 2007 |
| On behalf of: | International Marketing & Sales Group ("IMSG" or "The Group") |
| Embargoed: | 0700hrs |
Expands presence in Turkey and strengthens its interactive business
Agrees to acquire Zap Medya in Turkey
International Marketing & Sales Group Limited (AIM: IMSG), the emerging markets focused sales & marketing company, today announces its agreement to acquire the Turkish online marketing and advertising services agency, Zap Medya Tanitim ve Iletsim Hizmetleri Dis Tiscaret A.S (“Zap”) for a total maximum consideration of approximately US$13m.
The acquisition will provide IMSG with an expanded presence in the fast-growing Turkish market and provide a gateway to central and Eastern Europe and the Middle East.
Zap will become a key part of IMSG's internet offerings and strategy for growth across emerging markets and will strengthen its existing interactive business significantly.
Established in 2000, Zap experienced rapid growth to become a Turkish market leader and, for the year ended 31 December 2006, had turnover of approximately US$12m and generated profit before tax of approximately US$2m. The agency employs 48 people. Among Zap's clients are the major local and internal media planning companies and brands.
The business environment in Turkey remains very strong and the general outlook for the future is good. The market for advertising and marketing services is growing rapidly. According to Carat Turkey, the media planning and buying agency, Turkish marketing and advertising investment increased by 27% to US$2,133m in 2006. In particular, demand for BTL marketing services such as those offered by Zap is developing rapidly, as reported by local industrial associations.
IMSG will purchase the entire issued share capital of Zap in two tranches. The amount of the consideration to be paid at each stage will be linked to the profitability of the company.
The first tranche of consideration (for 70% of the shares of Zap) will be calculated as a multiple of 6.5 times Zap's net profit after tax for the financial year ending on 31 December 2007. The consideration for these shares will be paid by way of an initial 50% cash instalment at completion, with the balance to be subject to adjustment following audit of Zap's accounts for the year ended 31 December 2007, in accordance with International Financial Reporting Standards (IFRS). The remaining 50% of the first tranche of consideration will be paid as to 15% in cash and as to 35% by the issue of new fully-paid IMSG shares.
The acquisition of the remaining 30% of the shares in Zap will take place in 2010.
The purchase price at the second stage will be paid in cash and will again be based on a multiple of the company's net profit after tax following an independent IFRS audit. This calculation will be based on a maximum multiple of 7.5 times the company's average net profit after tax for the two financial years 2008 and 2009 with the applicable multiple to be dependent on year-on-year growth in profit after tax since 2007.
IMSG's Deputy Managing Director, Lau Geckler, led the transaction, and was advised by Bevan Brittan London, together with its Turkish advisers.
The Group's NOMAD and broker is Canaccord Adams Limited.
Commenting on the acquisition, Gregory Thain, Executive Chairman of IMSG, said:
"We are very pleased to announce the acquisition of Zap Medya. It is a significant milestone in the further development of our interactive business across emerging markets. For the last 6 months we have been working on our internet offerings with Zap and are delighted finally to be able to welcome it to the IMSG group. Zap has shown a tremendous success rate in Turkey and we look forward to combining its experience and people with our existing internet business."
Commenting on the acquisition, Bulent Boytorum, Chairman of Zap, said:
"We are very excited about becoming part of the IMSG group. This new alliance will not only strengthen our position in Turkey but will also create very real and exciting opportunities for us in new markets in the years ahead."
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