공시 • Dec 03
Digital Businesses of Informa Tech completed the acquisition of TechTarget, Inc. (NasdaqGM:TTGT).
Digital Businesses of Informa Tech entered into a definitive agreement to acquire TechTarget, Inc. (NasdaqGM:TTGT) on January 10, 2024. Under the transaction, Informa is contributing its Informa Tech digital businesses and $350 million cash in exchange for a 57% majority ownership position in New TechTarget. At Closing, each share of TechTarget common will have been automatically converted into the right to receive (i) one share of NewCo common stock and (ii) a pro rata share of an amount in cash equal to $350 million plus any Adjusted EBITDA Cash Increase Amount, which per share cash consideration amount is estimated to be approximately $11.79 per share of TechTarget common stock On completion, TechTarget's current shareholders will receive a $350 million cash distribution (approximately $11.79 per share) and a 43% ownership position in the New TechTarget business, which will be a US listed business on the Nasdaq stock exchange, trading under the ticker symbol TTGT and will be a Controlled Company. Following the Closing, CombineCo and its subsidiaries will operate under the name “TechTarget, Inc.” New TechTarget will be US-listed on Nasdaq (Ticker: TTGT), classified as a Controlled Company, and led by Gary Nugent as CEO (current Informa Tech CEO). New TechTarget will be headquartered in Newton (Boston), Massachusetts. The Board of Directors of New TechTarget post completion will initially consist of nine Directors, including the CEO and Chair. The Non-Executive Directors will combine leadership and relevant experience, including: Stephen A. Carter(Informa Group Chief Executive), Alex Roth (Informa Strategy Director), Sally Ashford (Informa HR Director), representing Informa's shareholding. The other non-Executive Directors include David Flaschen (Non-Executive Director of Nasdaq-listed Paychex and current/retiring Informa PLC Non-Executive Director), Don Hawk (TechTarget Co-Founder and current Executive Director), Christina Van Houten (TechTarget Independent Director), Perfecto Sanchez (TechTarget Independent Director). Under the Transaction Agreement, TechTarget is required to pay to Informa a termination fee in the amount of $40,000,000. Informa Tech reported total assets of $963.2 million, total liabilities of $971.8 million, net liabilities of $35.6 million, total revenue of $252.05 million, operating loss of $34.4 million, net loss of $51.5 million and cash and cash equivalents of $10.8 million for the year ended December 31, 2023.
The obligation of the parties to consummate the proposed transactions is subject to customary conditions, including, among other things, the consummation of the Separation, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, the effectiveness of the registration statement on Form S-4, and the approval of the listing on the Nasdaq Global Market, or other U.S. national securities exchange as mutually agreed by the parties of the shares of CombineCo common stock to be issued in the proposed transactions. The Boards of Informa PLC and TechTarget have unanimously approved the Combination. The proposed transaction is expected to complete in the second half of 2024, subject to TechTarget majority shareholder approval and customary regulatory approvals and other conditions. The transaction is expected to be neutral to adjusted earnings in 2025 and accretive thereafter, and to deliver a return on invested capital above Informa's long-term cost of capital within three years. As of November 26, 2024, TechTarget shareholders approved the transaction. The parties anticipate closing the transaction on December 2, 2024.
J.P. Morgan Securities LLC is serving as lead financial advisor and provided a fairness opinion to TechTarget; BrightTower LLC is also serving as a financial advisor and Joseph B. Conahan and Andrew Alin of WilmerHale is serving as legal counsel to TechTarget. Centerview Partners is serving as financial advisor to Informa PLC and John A. Healy, Benjamin K. Sibbett and Jonathan D. Bobinger of Clifford Chance US LLP serving as legal counsels. Morgan Stanley (NYSE:MS) acted as financial advisor to Informa. Wilmer Cutler Pickering Hale and Dorr LLP acted as due diligence provider to TechTarget. Computershare Trust Company, N.A. acted as transfer agent to TechTarget. TechTarget has retained Mackenzie Partners, Inc. to assist in the distribution and solicitation of proxies. TechTarget will pay Mackenzie fees of approximately $20,000, plus reasonable out-of-pocket expenses, for these services. TechTarget has agreed to pay J.P. Morgan a fee of approximately $19 million, of which $3 million was payable by TechTarget upon delivery by J.P. Morgan of its opinion, and the remainder of which is contingent and payable upon the consummation of the Transactions. Ernst & Young Transaction Advisory Services Co., Ltd. acted as financial advisor to Informa Tech, LLC.
Digital Businesses of Informa Tech completed the acquisition of TechTarget, Inc. (NasdaqGM:TTGT) on December 2, 2024. Following the successful completion of the combination of TechTarget with Informa Tech’s digital businesses, 'Informa TechTarget' is created. The $350 million of cash, or approximately $11.70 per outstanding TechTarget share, will be paid to existing TechTarget shareholders, who also retain an approximately 43% equity stake in the new company. Trading of the new company’s common stock will commence on December 3, 2024 on the Nasdaq Global Select Market under the ticker symbol “TTGT”.