Monitise announces acquisition of Markco Media businesses
Monitise plc ("Monitise" or the "Company") (LSE: MONI), the global Mobile Money technology provider, today announces the acquisition of the business and assets of Markco Media Limited, along with the entire issued share capital of Last Second Ticketing Limited (together the "Acquisition"), which will instantly enhance Monitise's international mobile commerce network.
As part of this transaction, Monitise has acquired the MyVoucherCodes.co.uk and Last Second Tickets brands. The Acquisition supports Monitise's strategic focus on becoming the enabling partner of choice amid the biggest shift in financial services and shopping in a generation, as brands turn to mobile.
The Acquisition augments Monitise's Buy Anything mobile commerce product offerings by connecting to a global network of 60,000 brands and retailers, and accelerates Monitise's capabilities in line with the platform investment announced in March.
MyVoucherCodes.co.uk is a leading voucher, coupon and discount deals site that works with 80% of the UK's leading online retailers and counts Marks & Spencer, John Lewis, Debenhams, Thomson Holidays, Argos, Currys, Sky, B&Q, Tesco, Walmart, Target, Amazon, The Home Depot, and Carrefour among the merchant brands it works with. Last Second Tickets works directly with promoters, producers and venues to secure discounts for live music, entertainment events and leisure experiences. Monitise will make this content available via its large targetable end-consumer base via the mobile applications of partners and clients the Group works with.
Most of the assets are presently B2C-based, and include a growing number of B2B white-label initiatives including UK mobile network operator EE and MasterCard. While the majority of revenues are UK based, the acquired business has operations in markets including the US, France, Germany and Brazil.
The initial consideration for the Acquisition is to be satisfied by the issue of 43,729,676 new ordinary shares of 1p each in the Company ("Ordinary Shares"), valued at £24.5 million, based on the closing share price of 56.0p on 25 June 2014, a further £2.5 million of consideration held back for two years, payable in Ordinary Shares, and an earn-out consideration of up to an additional £28 million payable in Ordinary Shares on the basis of retention and achievement of aggressive earn-out targets over two years. The business, which is expected to be EBITDA profitable in 2015 on a standalone basis, recorded EBITDA losses on a pro forma basis of approximately £0.4 million in the financial year to 31 July 2013.
Application has been made for 43,729,676 new Ordinary Shares to be admitted to trading on AIM. It is expected that admission of the Ordinary Shares will take place at 8.00 a.m. on 27 June 2014 ("Admission"). Following Admission, and based on the Company's current issued share capital, Monitise will have 1,931,699,697 Ordinary Shares in issue. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure and Transparency Rules.
Commenting on today's announcement, Monitise Chief Commercial Officer Lee Cameron said: "Markco Media has established itself as a leading player in creating digital solutions that link consumers to retailers via innovation, marketing and technology. Buying rather than building these assets brings Monitise a marketing content delivery platform that has been developed over almost eight years, an instant network of marketing content partners, and a platform scalable across geographies."
Cameron added: "This transaction marks another step in our mobile commerce journey to make it easier for financial institutions, payment companies, mobile operators, network partners and retailers to connect with consumers in our increasingly mobile lives."
Markco Media founder Mark Pearson said: "Mobile is driving a fundamental shift in consumer behaviour and increasingly playing a leading role in the buying decisions of consumers as they use their smartphones and tablets to research and buy. Brands are realising just how important it is to adopt a mobile-first approach to getting in front of existing and new customers. Given this, we are incredibly excited about becoming part of the growing Mobile Money ecosystem that Monitise is building across financial services, payment processors, mobile network operators and retailers."