Posts Tagged ‘Broadcast Vendor M&A’

ChyronHego Makes Revealing Disclosures About “Going-Private” Transaction

Analysis, Annual Results, Broadcast technology vendor financials, Broadcast Vendor M&A | Posted by Joe Zaller
Feb 27 2015

ChyronHego_Logo

In November 2014 broadcast graphics specialist ChyronHego entered into a definitive agreement to be taken private by Vector Capital in an all-cash deal that valued ChyronHego at an equity value of approximately $114m, or $2.82 per share.

Shortly thereafter, six lawsuits challenging the proposed acquisition of the company were filed in the Supreme Court of the State of New York, which were subsequently consolidated into a single case.

The consolidated case alleges that the company’s directors “breached their fiduciary obligations in connection with their approval of the Merger Agreement by entering into a transaction that is coercive and constitutes an unfair and inequitable subversion of shareholders’ rights, and that the entity defendants aided and abetted those breaches.”

ChyronHego and Vector Capital recently entered into a memorandum of understanding (MOU) with respect to a proposed settlement of case, and agreed to provide more information relating to the proposed deal to take ChyronHego private.

According to a recent filing with securities regulators, ChyronHego has now disclosed additional information regarding the proposed deal, including the following:

  • Beginning in November 2013, ChyronHego’s board authorized ChyronHego’s President and Chief Executive Officer Johan Apel to explore ChyronHego’s strategic alternatives

 

  • ChyronHego and Vector Capital entered into a confidentiality agreement in February 2014

 

  • Discussions on the potential of ChryonHego’s management rolling over equity as part of the transaction did not occur with certain other interested parties.

 

  • During a Special Committee (consisting of Independent ChyronHego Directors) meeting in July 2014, the Company’s bankers were informed “Mr. Apel was not happy being the Chief Executive Officer of a publicly traded company.”

 

  • During the “go-shop period,” ChyronHego executives met with two interested parties, neither of which decided to make an offer

 

  • Additional information was provided on the valuation metrics used in the Company’s analysis of the purchase price offered by Vector.

 

 

Excerpts from ChyronHego Definitive Proxy Statement

The broader proxy statement is a lengthy read covering the historical events leading to the proposed transaction, ChyronHego’s rationale for entering the transaction, and additional information on the perspective of the board and management.

Several excerpts are worth highlighting:

  • Since November 2014, ChyronHego’s investment bankers contacted 85 potential buyers: 20 strategic buyers and 65 private equity buyers. Only nine potential buyers entered into confidentiality agreements to review more detailed materials.  None submitted bids for ChyronHego

 

  • In considering the merger, ChyronHego’s board noted the “significant increase in competition in competition in the broadcast graphics creation, playout and real-time data visualization industry over the past two years, which had led in some instances to pricing pressure and discounting on ChyronHego’s products and services, and consistent competition for clients and customers with other companies, such as Vizrt, that were increasingly well-capitalized.”

 

  • The board had concerns on ChyronHego’s access to capital as a small, public company. “Members of the Board believed, based on their experience with the capital markets, that issuers with small market capitalizations and insignificant levels of coverage by investment analysts generally have a more difficult time raising meaningful amounts capital on terms that are not punitively dilutive to their shareholders.”

 

  • ChyronHego provided the following financial projections to Vector Capital:

 

ChyronHego Projections to Vector

 

  • Financing for the transaction will include a rollover of existing management shares in an aggregate value of $23.3 million, an equity contribution by Vector Capital of $49.3 million, a $50 million senior secured loan, and an up to $7 million of senior secured revolving credit loan.

 

 

Thoughts on Transaction

Taken together the disclosures outline a lengthy and thorough process run by ChyronHego’s board and management to seek a buyer or other strategic alternative for the company.

On the question of valuation, the market has spoken.  As a reference, the transaction values ChyronHego at 19.2X LTM (last twelve months) EBITDA and 1.8x LTM revenue. A review of the public disclosures referenced above offers sensible statements by the board and management on concerns of access to greater resources, competitive positioning, and disadvantages of remaining public.

However, shareholder frustration is understandable given the proposed take-private price per share is lower than the 52-week high stock price.

Moreover, the company had previously communicated growth levels and market sizing estimates inconsistent with observable data points in the broadcast technology sector.

For example, the chart below is from ChyronHego’s March 2014 investor presentation, which was still on the company’s website at the time of writing, implies that company believes its addressable market is more than $1 billion.

 

ChyronHego TAM Estimate from 3-14 Investor Presentation

 

On ChyronHego’s Q2 2014 earnings call, CEO John Apel confirmed management’s view that the total addressable market was approximately $1 billion, comprised of $250m of broadcast graphics products, and $750m of services. This reiterated estimates made by previous management about the company’s addressable market on its Q2 2008, Q4 2011, and Q2 2012 earnings calls.

However, it is reasonable to conclude ChyronHego was in the process of communicating updated expectations of growth and market sizing.  To their credit, management had already reversed ground and communicated the need to seek other approaches to generate increased in shareholder value.  This led to a series of M&A transactions responsible for substantial all of ChyronHego’s recent growth.

Shareholders will vote on the proposed take-private deal at a special meeting of the company, which is scheduled to be held on March 6, 2015.

In the third quarter of 2014, ChyronHego posted a net loss of $2.6m on revenue of $14m. During the first nine months of 2014, ChryronHego posted a net loss of $2.8m on revenue of $43.3m.  For the trailing twelve months (TTM) ended September 30, 2014, ChyronHego had revenue of $58m, comprised of $27.2m of product revenue and $30.8m of service revenue

Assuming the transaction closes, it will be interesting to track developments of ChyronHego with its new owners Vector Capital.

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Related Content:

Broadcast Vendor M&A: ChyronHego to be Taken Private by Vector Capital in $114 Million Deal

ChyronHego 8-K: Additional Disclosures Regarding Vector Transactions

ChyronHego: Definitive Proxy Statement on Vector Take-Private Transaction

ChyronHego Investor Presentation March 2014

ChyronHego Investor FAQ and Introduction to Vector Capital

Agreement and Plan of Merger: ChyronHego Corporation, Vector CH Holdings (Cayman), L.P., And CH Merger Sub, Inc.

ChyronHego SEC Filing: Entry into a Material Definitive Agreement with Vector Capital

ChyronHego One Year Stock Price Chart

Broadcast Vendor M&A: Vizrt to be Taken Private in $374 Million All-Cash Deal

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© Devoncroft Partners 2009 – 2015. All Rights Reserved.

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Vitec Group Broadcast Revenue Up 6.3 Percent in 2014; Changes Reporting Structure to Focus on Core Businesses

Broadcast technology vendor financials, Broadcast Vendor M&A, Quarterly Results | Posted by Joe Zaller
Feb 26 2015

The Vitec Group, which owns more than a dozen brands in the broadcast industry as well as technical services company Bexel, announced that its total for the full year 2014 was £309.6m, a decline of 1.8% versus 2013.

Operating profit was £38.8m, a decline of 1.8% versus last year.  On a constant currency basis, however revenue increased 3.3% and operating profit increased 7.4%.

 

Changes to Financial Reporting Structure Reflects Focus on Core Businesses

Vitec has about a dozen brands that serve various parts of the broadcast industry, including Anton/Bauer, Autocue, Autoscript, Bexel, Camera Corps, The Camera Store, Litepanels, OConnor, Petrol Bags, Sachtler, Teradek, SmallHD, Vinten and Vinten Radamec.

During 2014, Vitec divested its IMT wireless communications and microwave business, which included the IMT, Nucomm, and RF Central brands.

Historically, Vitec reported its broadcast-centric activities through its Videocom and Services divisions, but following the sale of IMT, the company has changed its financial reporting structure, starting with the release of its full year 2014 results. Vitec now reports its broadcast revenue through its newly named “Broadcast Division,” which it further breaks out as “Broadcast Equipment” and “Broadcast Services.”

According to the company this new reporting structure more appropriately describes its core operating businesses. “Following our exit from the loss-making IMT business we are focused on our core Broadcast and Photographic markets supplemented with selective value-adding acquisitions,” said Vitec CEO Stephen Bird.

 

Vitec Broadcast Division

As shown in the chart below, Vitec’s Broadcast Division had revenue of £171.1m in 2014, an increase of 6.3% versus 2013 (up 11.9% on constant currency basis).


Vitec Broadcast Division Revenue FY 2014

 

 

2014 Broadcast Division Operating profit for 2014 was £21.1m, an increase of 9.3% versus 2013’s results (16.6% on constant currency basis).  Operating profit for 2014 would have been negatively impacted by £1.8m had IMT’s results been included.

“Our Broadcast Division performed well in a variable market including a strong performance from Teradek, acquired in the second half of 2013,” said Bird. “We also benefited in 2014 from contracts to support the Sochi Winter Olympics and the FIFA World Cup. Our premium product and service offering was further strengthened through the acquisitions of Autocue, the specialty camera assets of SIS, and more recently SmallHD.”

 

 

Broadcast Equipment

The Broadcast Equipment business (excluding IMT) had 2014 revenues of £131.9m, an increase of 1.6% (7.0% on constant currency) versus 2013.

Vitec Broadcast Wquipment and Broadcast Services Revenue FY 2014

 

Vitec made three acquisitions during 2014, which are now reported in the Broadcast Equipment business:

  • The specialty camera assets of SIS Outside Broadcasts Limited (integrated into Vitec’s Camera Corps business)

 

  • Autocue, a well-known provider of teleprompters (now combined with Vitec’s Autoscript business)

 

  • SmallHD, a provider of high definition on-camera field monitors

 

The combination of currency fluctuations, and the inorganic contributions from these acquisitions accounted for all the growth in the Broadcast Equipment business.  On an organic constant currency basis, Broadcast Equipment revenue in 2014 was declined by 2.2% versus the previous year.

Broadcast Equipment operating profit was £18.8m in 2014, an increase of 5.0% (12.3% on a constant currency basis) over 2013.

Operating margin for Broadcast Equipment was 14.3% a slight improvement from the 2013 margin of 13.8%.

The company said that a lower level of investment by studios in larger camera supports had impacted its business, but that this was offset by smaller camera support products performing in line with expectations.

The Anton-Bauer battery business had lower revenue, but is expected to benefit from new ranges of products launched in 2014.

Although Vitec did not specifically break out the performance of Teradek, it did disclose that “contingent consideration of £4.2 million ($7.0 million) was accrued during the year to be paid to the previous owners of Teradek in 2015 in relation to the business’s performance in 2014 and is subject to final agreement. The business has delivered strong growth in the year and has performed ahead of our pre-acquisition expectations.”

Vitec offered Broadcast Division results excluding the performance of the IMT business.  IMT had recorded an operating loss of £1.3m in 2014 on revenue of £7.9 million.  IMT had breakeven results in 2013 on revenue of £14.0m.

 

Broadcast Services

The Broadcast Services generated revenue of £39.2m in 2014, an increase of 26.0% (32.9% on a constant currency basis) versus 2013.  2014 operating profit for Broadcast Services was £2.4m, equating to an operating margin of 6.1%.  This compares favorably to the operating profit of £1.5m in 2013 (4.8% operating margin).

Management attributed the strong performance of the Broadcast Services segment to major events in 2014 including the Sochi Winter Olympics and the FIFA World Cup, along with a rise in the underlying rentals business for other major events. The company also cited participation in a number of improvements in the infrastructure of NFL stadiums including player positioning systems.

It is interesting to review the capital expenditure requirements of the Broadcast Services business.

Broadcast Services spent £12.7m on rental assets in 2014.  This constitutes the majority Vitec’s capital expenditures as a company, which totaled £17.5 million excluding capitalization of software development costs.  Broadcast Services capital expenditures are partially financed by proceeds from the sale of certain rental assets.  These sales amounted to £5m in 2014.  Thus, total net capital expenditures were £6.7m for Broadcast Services.  This £6.7m cash outflow is in the context of a £3.8m operating cash inflow generated by the segment.

There is additional strategic rationale in Broadcast Services, which was noted in the Company’s release. Management stated the Broadcast Services business “enables Vitec to closely monitor changes in technology and to showcase our products.”

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Related Content:

Press Release: The Vitec Group plc, 2014 Full Year Results

Vitec Group 1H 2014 Results: Videocom Down 1%, Bexel up 39.9%

Broadcast Vendor M&A: Vitec Group Buys SmallHD for up to $30 Million in Cash

Vitec Group Announces Intention to Divest IMT Wireless Communications and Microwave Business

Broadcast Vendor M&A: Vitec Buys Teradek for $15 Million

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© Devoncroft Partners 2009 – 2015. All Rights Reserved.

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Vizrt Posts 16% Revenue Growth in 2014, Provides Update on Pending $374 Million “Going Private” Deal

Broadcast technology vendor financials, Broadcast Vendor M&A, Quarterly Results | Posted by Joe Zaller
Feb 26 2015

Broadcast graphics MAM specialist Vizrt reported strong results for the fourth quarter and full year 2014.

The company also provided an update on the pending $374 million all-cash deal with Nordic Capital to take the company private.

For the fourth quarter of 2014 revenue was $36.2 million, an increase of 9% versus the fourth quarter in 2013, and an increase of 2.8% versus the preceding quarter, Q3 2014.

Gross margins for Q4 2014 were 71%, which compares favorably to the 69% margins recorded during Q4 2013 and is consistent with the 71% gross margins from the preceding quarter.

Operating expenses for the quarter were $17.9 million.  This represents a 9% increase when compared to the fourth quarter of 2013 and is flat versus the preceding quarter.

  • R&D expenses in the quarter were $5.5m (15.1% of revenue), down 1% versus the same period ago, and down 4% versus the previous quarter

 

  • Sales and marketing expenses in the quarter were $8.5m (23.6% of revenue), up 7% against the year earlier period and down 5% versus the Q3 2014

 

  • General and administrative expenses in the quarter were $3.8m (10.7% of revenue), up 31% versus the same period a year ago, and up 18% versus the preceding quarter

 

EBITDA was $7.8 million for the quarter, up 357% from $1.7 million during the fourth quarter of 2013, and up 9% from $7.2 million in the previous quarter.  The EBITDA margin for the quarter was 22% versus an EBITDA margin of 5% during the comparable quarter last year and 21% during the third quarter of 2014.

Net profit for the quarter was $4.5 million, compared to a net loss of $3.4 million last year, and down slightly versus last quarter’s net profit of $5.2 million.

 

Product line results for the Quarter:

  • Broadcast Graphics (BG) accounted for $30.8 million during the quarter (85% of total revenue versus 86.7% last quarter), an increase of 6% versus the same period ago, and an increase of 1% versus the previous quarter. The BG order backlog was $35.6 million, comparable to the size observed at the same time last year, and down 3.6% versus the previous quarter.

 

  • Media Asset Management (MAM) revenue in the quarter was $5.66 million (18% of total revenue versus 16% last quarter), up 5% versus the same period a year ago, and up 35% versus last quarter.   The MAM order backlog was $14.6 million, up 37% versus last year, and up 5% versus last quarter

 

Geographic Performance for the Quarter:

  • Revenue from EMEA was $17.1 million (47.2% of total revenue versus 47.5% last quarter), up 25% versus the same period last year and up 2% versus last quarter

 

  • Americas revenue was $8.9 million (24.8% of total revenue versus 27.6% last quarter), down 14% versus last year, and down 13% versus last quarter.

 

  • APAC revenue was $10.1 million (27.9% of total revenue versus 23.2% last quarter), up 9% versus last year, and up 3% versus last quarter

 

Results for full year 2014:

The full year results were headlined by growth of 31% in EBITDA and 80% in cash flow from operations.

Vizrt’s 2014 revenue was $141.5 million, an increase of 16% versus the $122.4 million recorded during 2013.

Net profit for the 2014 was $15.5 million ($0.23 per share), which is considerably higher than the $3.6 million ($0.06 per share) net profit from 2013.  The attributed its improved profitability to a change in product mix, consistent financial prudence, and the acquisition of Mosart MediaLabs

Gross margins for 2014 were 70%, which was a slight improvement from the 68% margins from 2013.    EBITDA was $27.7m (20% operating margin) for the full year 2014, a significant year-over-year increase from the $15.5 million (13% operating margin) recorded during 2013.

Operating expenses for 2014 were $71.1 million, a 14% increase over the operating expense level of 2013.

  • R&D expenses for the full year were $22.5 million (31.6% of revenue), an increase of 18% versus 2013

 

  • Sales and marketing expenses for 2014 were $35.2 million (49.6% of revenue), up 9% against the sales and marketing expense from 2013

 

  • General and administrative expenses were $13.3 million (18.8% of revenue), up 23% versus the 2013 calendar year

 

The geographic breakdown of 2014 sales consisted of 26% from Americas, 48% from EMEA, and 26% from APAC.

Vizrt ended 2014 with 584 employees compared to 542 at the end of Q4 2013. 24 employees were added following the Mosart acquisition in Q1 2014.

 

 

Update on Pending Acquisition by Nordic Capital

Company management provided an update on its previously announced acquisition by Nordic Capital.  Final closing of the transaction remains subject to certain conditions including the decision of Israeli tax authorities regarding a tax withholding ruling. Vizrt believes the process will come to a positive conclusion in the next several weeks.  The acquisition was first announced on November 10, 2014 and approved by a majority of shareholders on December 18, 2014.

 

 

 

Business Outlook:

Martin Burkhalter, Vizrt’s CEO, stated: “Our strong performance continued in Q4, despite the fact that we did not see the discretional spending towards the year-end that we normally have witnessed in previous years. Our strong performance is also reflected in our solid backlog going forward. I am particular pleased with the improvement of MAM results and the MAM backlog which increased by 37% compared to the same time last year.”

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Related Content:

Press Release: Vizrt Reports Q4 and 2014 Results

Broadcast Vendor M&A: Vizrt to be Taken Private in $374 Million All-Cash Deal

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© Devoncroft Partners 2009 – 2015. All Rights Reserved.

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Broadcast Vendor M&A: Telestream Acquired by Genstar Capital

Broadcast technology vendor financials, Broadcast Vendor M&A | Posted by Joe Zaller
Jan 07 2015

Telestream_Logo (new in 2014)

Transcoding and workflow vendor Telestream announced that it has entered into a definitive agreement to be acquired by Genstar Capital, a San Francisco-based private equity firm that manages funds with total capital commitments of over $3 billion and targets investments focused on selected sectors within the financial services, software, industrial technology, and healthcare industries.

The seller was Thoma Bravo, the private equity firm that purchased Telestream in 2011 for an undisclosed amount.

Terms were not disclosed, but Telestream said that “the transaction recognizes the company’s significant growth and positions it well for the next phase of expansion.”

The deal comes just four months after Telestream issued a statement saying that its transcoding and workflow revenue increased by 40 percent in 2013 versus 2012, and had achieved profitable growth for the last 14 years. At that time, company CEO Dan Castles attributed the company’s impressive track-record of growth to both innovation and management stability.

Telestream will continue to operate as an independent entity, and its existing management team will continue with the company in their current roles.

Thoma Bravo said in a statement that since it bought the company, Telestream saw “incredible growth on several fronts,” thanks to new product launches, strategic M&A, and expanding its executive and sales team to drive further growth. “Thoma Bravo worked in partnership with management over our three year ownership period to invest in the business, make acquisitions and accelerate the company’s growth,” said Holden Spaht, a managing partner at Thoma Bravo. “The company today is a clear leader in the digital video space with the deepest set of products and services in the market.”

Castles issued an upbeat statement about the deal, and telegraphed he believes that under Genstar, Telestream might continue to use strategic M&A and become an industry consolidator.

“Genstar’s mid-market focus and deep expertise in the software industry will enable Telestream to further accelerate our growth,” said Castles. “Over the past several years, Telestream has experienced its most significant growth. We look forward to our new partnership with Genstar as we increase our investment in existing products, accelerate our reach into new customer verticals and fuel our next phase of development through additional M&A activity. Our product portfolio and business models are well suited for the Genstar environment.”

“Genstar has been following Telestream closely and this acquisition is consistent with our strategy of investing in vertical market software companies,” said Eli Weiss, a Managing Director of Genstar. Telestream is a leader in its market and has posted profitable growth since its founding. As even more content is generated and viewed on more devices, we believe the company will continue its demonstrated growth trajectory, and we will support Telestream’s experienced and successful management team to expand organic growth via new product releases and pursue add-on acquisitions.”

The deal is expected to close in mid-January 2015.

 

Genstar’s acquisition of Telestream is the latest in a series of deals related to online video and transcoding.

As broadcasters and media companies scramble to deploy multi-screen services, transcoding is seen by many as a key technology.  As a result, transcoding has also attracted its fair share of financing and M&A activity.  Here’s a quick run-down of some of the recent transcoding deals and related-financial news:

 

 

 

  • In April 2014, Imagine Communications acquired Digital Rapids for an undisclosed amount

 

  • In April 2014, Dalet acquired Amberfin for an undisclosed amount

 

  • In January 2013, Amazon unveiled its “Amazon Elastic Transcoder.” Based on the company’s Amazon Web Services (AWS) cloud computing platform, the Elastic Transcoder the service provides “a highly scalable, easy to use and a cost-effective way for developers and businesses to transcode video files from their source format into versions that will playback on devices like smartphones, tablets and PCs.”

 

  • In August 2012 Brightcove bought Zencoder, a 2-year old start-up with $2m in revenue for $30m, and subsequently launched a cloud based transcoding service at IBC 2012

 

 

 

 

 

 

 

 

 

 

  • RGB Networks bought transcoding vendor Ripcode in 2010

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Related Content:

Telestream Says Transcoding and Workflow Revenue Increased by 40 Percent Last Year

Broadcast Vendor M&A: Telestream Buys Captioning Provider CPC

More Broadcast Vendor M&A: Private Equity Firm Acquires Telestream

More Broadcast Vendor M&A — Telestream Purchase of Anystream Now Official

Elemental Technologies Says Revenue Increased by 50 Percent in 2013

Elemental Technologies Says Revenue Doubled in 2012 to $21 Million as Transcoding Technology Continues to Grow

Elemental Closes $13 Million Funding Round, Latest in Series of Transcoding Deals

Harmonic Moves Transcoding Technology to the Cloud, Launches AWS-Based Service

Amazon Launches Scalable Cloud-Based “Elastic Transcoder” Service – A Potential Disruptor in a “Hot” Technology Space

More Broadcast Vendor M&A: Brightcove Buys Zencoder for $30 Million in Latest Video Transcoding Deal

More Broadcast vendor M&A: Wohler Buys RadiantGrid, Latest in Series of Transcoding Deals

Envivio Files for $85 Million Goldman Sachs Led IPO

Envivio Closes $16.5 Million Fundraising Round

More Broadcast Vendor M&A: Cisco to Buy Inlet Technologies for $95m

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© Devoncroft Partners 2009 – 2015. All Rights Reserved.

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Broadcast Vendor M&A: EVS Acquires All Shares of SVS GmbH and Dyvi Live SA

Broadcast technology vendor financials, Broadcast Vendor M&A, Broadcaster Financial Results | Posted by Joe Zaller
Jan 07 2015

EVS_Logo (2013)

EVS announced that it now owns 100% of Scalable Video System GmbH (SVS) and Dyvi Live SA, two related firms that produce and market IP-based production switchers.

EVS, which purchased 25% of SVS in May 2013, has now paid €1m in cash to acquire the remaining 75% it did not already own. The deal also includes an “a possible future earn out based on the performance over the 2015-2020 period.” However, the terms of the earn-out provision were not specified.

Separately, EVS also paid €100,000 to acquire the remaining 5% it did not own in Brussels-based Dyvi Live SA, which distributes SVS products under the DYVI name

In its Q3 2014 financial results, EVS said the principal reason it had invested in SVS was to give the company access to SVS’s “promising technology.” The company went on to describe it’s financial relationship with SVS and DIVT, saying: “Notwithstanding that EVS only holds 25.1% of the shares outstanding as at September 30, 2014, the Group considers to have the control of SVS because it has the power on the business decisions and it controls totally the outflow of the company through the exclusive distribution agreement between a new fully owned subsidiary (DYVI LIVE, fully consolidated in the EVS accounts) and SVS. Moreover, EVS finances the future expenses occurring for the SVS development. Consequently, SVS is fully consolidated and non-controlling interests are accounted for (74.9%). In 9M14, these two entities have contributed EUR 0.1 million to EVS revenues, EUR -2.7 million to EBIT and EUR -1.7 million to net group profit, including non-controlling interest. At September 30, 2014, goodwill amounted to EUR 1.1 million.”

In announcing it has acquired the remainder of the outstanding shares in both SVS and DIVY, EVS said “these moves will enable EVS to manage that promising product line in a more efficient and holistic way.”

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© Devoncroft Partners 2009 – 2015. All Rights Reserved.

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Broadcast Vendor M&A: Vitec Group Buys SmallHD for up to $30 Million in Cash

Broadcast technology vendor financials, Broadcast Vendor M&A, Broadcaster Financial Results | Posted by Joe Zaller
Dec 11 2014

The Vitec Group, which owns more than a dozen brands in the broadcast industry, announced that it has acquired the business of SmallHD for up to $30m.

Based in North Carolina, SmallHD provides high-definition on-camera field monitors used by broadcasters and independent content creators, so its products are complementary with Vitec wide range of camera support and accessory brands, including Vinten, Vinten Radamec, Sachler, OConnor, Andon/Bauer, Autoscript, Camera Corps, Teradek, The Camera Store, Haigh-Farr, Litepanels, and Petrol Bags.

Typical of a Vitec M&A transaction, the deal includes an up-front cash payment and a large potential earn-out for SmallHD managers if the company meets certain performance targets after being acquired.

Specifically, Vitec will pay an initial cash consideration of $4.6m on a debt/cash free basis, and up to a further $25.4m, payable in cash, dependent on SmallHD’s performance over a two and a half year period to 30 June 2017.  To achieve the maximum payment, SmallHD must deliver an annualized EBITDA run-rate of $9m in 2017.

For the financial year-ended 31 December 2013, SmallHD had sales of $8.1m, and generated an unaudited adjusted profit before tax of $300,000. At the end of 2013 SmallHD had gross assets of $2.5 million.

Vitec says that SmallHD has grown during 2014 and is investing in new product platforms, and that the company anticipates “both healthy sales and profit growth going forward.”

According to Vitec, the SmallHD deal is in line with its “strategy of offering a growing range of high technology solutions to the Group’s established global customer base. It complements Vitec’s existing video activities, including Teradek, which serves a similar customer base. There are opportunities to sell SmallHD’s products through Vitec’s global sales and distributor network. SmallHD is being acquired from its current management, who will remain with the business, and it will operate as a business unit within the Videocom Division.”

The consideration will be financed out of Vitec’s existing banking facilities. The Board expects the acquisition to be earnings enhancing in the year ending 31 December 2015.

“I am delighted to welcome the SmallHD team to Vitec, said Vitec CEO Stephen Bird. “This high technology business complements our market-leading broadcast activities and is in line with our strategy of enabling our customers to capture and share exceptional images. There is an increasing demand for SmallHD’s products from the growing community of independent content creators who use this world leading technology. The business has great prospects and we anticipate that it will generate a good return on our investment.”

The purchase of SmallHD is similar to the 2013 transaction when Vitec acquired Teradek for up to $30m.  For the Teradek deal, Vitec paid $14.9m in cash and up to a further $15.5m dependent on Teradek achieving against annual EBIT targets over the three-year period to 31 December 2015.

The Teradek deal appears to have been a success for Vitec.  Since the time of the Teradek acquisition, subsequent Vitec financial filings indicate that the company has indeed been making earn-out payments to Teradek shareholders over the past year.  The addition of Teradek, which is active in the fast growing bonded cellular and wireless communication links segment, forced the company to re-think it’s overall portfolio, and ultimately to divest its IMT Wireless Communications and Microwave Business in mid-2014.

 

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Related Content:

Vitec Group Announces Intention to Divest IMT Wireless Communications and Microwave Business

Vitec Group 1H 2014 Results: Videocom Down 1%, Bexel up 39.9%

Broadcast Vendor M&A: Vitec Buys Teradek for $15 Million

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© Devoncroft Partners 2009 – 2014. All Rights Reserved.

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Broadcast Vendor M&A: ChyronHego to be Taken Private by Vector Capital in $114 Million Deal

Analysis, Broadcast Vendor M&A, Quarterly Results, SEC Filings | Posted by Joe Zaller
Nov 17 2014

Broadcast graphics specialist ChyronHego announced that it has entered into a definitive agreement with Vector Capital, under which an affiliate of Vector will acquire all of the outstanding shares of ChyronHego common stock for $2.82 per share in cash.

San Francisco-based Vector Capital is a private equity firm with experience in the digital media sector. Recent portfolio investments include Corel and Technicolor. To fund the ChyronHego deal, Vector has secured committed financing consisting of a combination of equity and debt.

This is the second recent take-private transaction of a broadcast graphics provider. Earlier this month. Vizrt announced that it will be taken private by Nordic Capital in a $374m all-cash deal.

The $2.82 per share purchase price represents a premium of approximately 18% over the company’s average closing share price for the six months ending on November 14, 2014, and a 4% premium over the company’s closing share price on November 14, 2014, the last day of trading before the announcement.

Based on the total number of shares outstanding in ChyronHego, the deal equates to an equity value of approximately $114m. After backing out the cash on the company’s most recently published financial statements, this represents an enterprise value of approximately $108m.  On a valuation multiple basis, this is approximately 1.8x trailing 12 month’s revenue.

According to a shareholder FAQ, ChyronHego’s management team will stay the same after the transaction closes. Johan Apel will continue as CEO, and Soren Kjellin will continue as CTO.

The contractual details of the ChyronHego – Vector Capital agreement are complex and worth a longer discussion. We are preparing an analysis of the deal, and we will post this later this week.

A very brief synopsis of certain deal points follow:

  • Technically, the deal is a merger rather than an acquisition. ChyronHego is being merged into an entity controlled by Vector Capital, in order to create a new corporate entity, which will also be owned and controlled by Vector Capital.

 

  • All major shareholders on the ChyronHego management team have agreed to re-invest approximately 50% of their holdings in ChyronHego into the new corporate entity, for which they will receive approximately 31% of the equity in the new entity

 

  • Interestingly the merger agreement includes a “go shop” provision whereby ChyronHego has seven weeks to find a buyer who will offer a higher price than Vector Capital’s offer of $2.82 per share. Given Vizrt’s valuation in the Nordic Capital deal, and the fact that shares of ChyronHego have traded above $3.00 several times during the past year, it is possible that ChyronHego will be able to find a better offer. However, the “go shop” provision includes termination fees that will triggered under specified circumstances such as the acceptance of a superior offer. The company says it does not intend to disclose developments with respect to the solicitation process unless and until a decision has been made in respect to any potential superior proposal. 

 

The transaction is subject to customary closing conditions and most notably the approval by holders of two-thirds of ChyronHego’s outstanding shares and the approval by holders of a majority of shares held by current ChyronHego’s stockholders who will not become stockholders in the going-forward entity.  The Company expects the transaction to close in the first quarter of fiscal 2015.

The company said that its  board of directors and a special committee of the board composed entirely of independent directors have unanimously approved the deal, and have recommend that ChyronHego’s stockholders approve the transaction

“We are very happy to announce this partnership with Vector Capital, an established global technology oriented private equity firm that is focused on building long-term value. Our management is convinced that this is the right opportunity at the right time for ChyronHego’s customers, employees and stockholders,” said Apel.

In the third quarter of 2014, ChyronHego posted a net loss of $2.6m on revenue of $14m. During the first nine months of 2014, ChryronHego posted a net loss of $2.8m on revenue of $43.3m.

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Related Content:

ChyronHego Investor FAQ and Introduction to Vector Capital

Agreement and Plan of Merger: ChyronHego Corporation, Vector CH Holdings (Cayman), L.P., And CH Merger Sub, Inc.

ChyronHego SEC Filing: Entry into a Material Definitive Agreement with Vector Capital

ChyronHego One Year Stock Price Chart

Broadcast Vendor M&A: Vizrt to be Taken Private in $374 Million All-Cash Deal

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© Devoncroft Partners 2009 – 2014. All Rights Reserved.

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Broadcast Vendor M&A: Vizrt to be Taken Private in $374 Million All-Cash Deal

Broadcast technology vendor financials, Broadcast Vendor M&A | Posted by Joe Zaller
Nov 10 2014

Broadcast graphics and MAM specialist Vizrt announced that it will be taken private in an all-cash deal that values the company at $374m.

The buyer is Nordic Capital, a leading Nordic PE firm with four active funds with over EUR 11 billion in total committed capital. Under the terms of the deal Vizrt will be merged with 24 October Holding AG, an entity indirectly controlled by Nordic Capital Fund VIII, and NOR Merger Sub Ltd.

The transaction values Vizrt at a 32% premium to the company’s closing share price November 7, 2014, the last trading day prior to the announcement of the deal, and a 35% premium to the company’s six months volume weighted average share price of the for the period ending on November 7, 2014.

“I and the management team are excited about the opportunities we all believe we have ahead of us,” said Vizrt CEO Martin Burkhalter. “Nordic Capital is very committed to support our growth strategy going forward. Being a privately owned company opens up for accelerated growth opportunities through, amongst others, future acquisitions that support our long-term strategy. The discussion management has held with Nordic Capital over the last few months gives us the necessary confidence that Nordic Capital will fully back-up our continuous efforts to stay ahead of the game by further strengthening our innovative capabilities.”

The deal is expected to close on or around January 31, 2015, provided all conditions for completion have been fulfilled.

Completion of the transaction is subject to the approval by a Shareholders Meeting of Vizrt by simple majority which is expected to be held on or about December 18 2014. Shareholders representing 51.5% of the total share capital of Vizrt have declared that they will vote in favor of the deal

“Our Board has undertaken a careful review of the terms and conditions of the Merger and is unanimous in its recommendation. We consider the cash based offer as fair and in the best interest of our shareholders. We believe that Nordic Capital, with its breadth of expertise and proven track record of developing companies, will be a strong owner of Vizrt.” stated Dag J. Opedal, Chairman of the Board of Directors of Vizrt.

The Company and Nordic Capital shall cooperate for a delisting of the Company’s shares from the Oslo Stock Exchange as soon as possible after the Merger becomes effective.

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Related Content:

Press Release: Nordic Capital to pay NOK 37 in cash per VIZRT Ltd. Share

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© Devoncroft Partners 2009 – 2014. All rights reserved.

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Broadcast Vendor M&A: DTS Acquires Manzanita Systems

Broadcast Vendor M&A | Posted by Joe Zaller
Sep 22 2014

Audio technology specialist, DTS Inc. has acquired Manzanita Systems, a provider of MPEG software solutions for digital television, video on demand (VOD), and over-the-top (OTT) markets.  Terms of the deal were not disclosed.

Manzanita is best known in the video technology sector for its transport stream analyzers and software multiplexer solutions.  Manzanita’s technology is integrated into the solutions of several technology vendors, especially those involved in the transcoding and distribution of video content.

This is DTS’s first acquisition since its purchase of SRS Labs in July 2012. The addition of Manzanita’s video technology portfolio is an interesting move for DTS and may suggest a greater expansion into the video sector as a complement to DTS’s position in the audio sector.

“We are committed to growing our business in the network-connected media ecosystem and believe that the acquisition of Manzanita Systems will help DTS further strengthen its position in the space,” said Geir Skaaden, SVP Digital Content and Media Solutions at DTS.

Consistent with the seller rationale for many M&A transactions, Manzanita will now have access to significantly more resources as part of DTS.  According to Manzanita’s founder and CEO Greg Vines “joining DTS allows us to take advantage of its much larger platform and scale to further develop our product portfolio and offer customers even greater value.”

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Related Content:

Press Release: DTS Acquires Manzanita Systems

DTS Reports Strong Q2 2014 Results; Revenue Growth of 33% Year-over-Year

More Broadcast Vendor M&A: DTS to Acquire SRS Labs for $148 Million

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© Devoncroft Partners 2009 – 2014. All Rights Reserved.

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Broadcast Vendor M&A: Oracle to Acquire Front Porch Digital

Broadcast Vendor M&A | Posted by Joe Zaller
Sep 14 2014

Oracle announced that it has signed an agreement to acquire library and archive management provider Front Porch Digital.

Terms of the deal were not disclosed.

According to Oracle, Front Porch Digital’s management team and employees are expected to join Oracle and continue in their current capacity

On the face of it, this is a deal that makes sense. Thanks to the widespread use of digital acquisition technology, the industry has seen huge growth in the amount of digital content being created, with shooting ratios expanding to up to 200:1 At the same time content owners are increasingly looking to find additional value in their media assets, and must find a way to efficiently manage and monetize them, either on-premise or in the cloud.

Oracle’s media and entertainment storage platforms come primarily through the its acquisition of Sun Microsystems in 2010.  Sun had previously acquired LTO library provider StorageTek.  After acquiring Sun, Oracle put renewed emphasis on its media storage products, just as digital content creation exploded, and archive management became an increasingly important requirement.

By combining Oracle’s disk-based and LTO storage platforms, with FPD’s storage management solutions, Oracle now has the capability to sell both the storage hardware and the crucial software management layer that supports it, and do so at scale.

 

Oracle buys FPD -- benefits of combination

 

Oracle says the acquisition of Front Porch Digital “will create a comprehensive, high-performance cloud or on-premise digital content storage management solution that empowers customers to modernize and simplify content management, increase efficiencies, optimize resources, and increase their bottom line.

Of course this combination also raises competitive issues, since Front Porch Digital’s partner ecosystem includes a wide variety of other storage vendors, who may in future shy away from working with a management platform owned by a competitor.

To counter this issue, Oracle says it “is committed to maintaining Front Porch Digital’s open integration platform with third-party systems and applications, and plans to further augment Front Porch Digital solutions with Oracle technologies to deliver enhanced features and functionalities.”

“Organizations need a modern, integrated content storage management solution to manage and monetize their valuable rich media assets,” said John Fowler, Executive Vice President of Oracle Systems. “We will continue to build on Front Porch Digital’s success and unique capabilities, which complement Oracle’s existing high performance and scalable engineered storage solutions.”

“Front Porch Digital has developed industry leading solutions that help companies manage large-scale digital content,” said Mike Knaisch, CEO, Front Porch Digital. “We are thrilled to be joining Oracle to continue our long-standing partnership. This combination will enable us to better serve and support our customers at a global scale.”

The proposed transaction is subject to customary closing conditions. Until the transaction closes, each company will continue to operate independently, and it is business as usual.

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Related Content:

Press Release: Oracle Buys Front Porch Digital

Oracle Acquires Front Porch Digital — General Presentation

Oracle Buys Front Porch Digital — FAQ

Customer and Partner Letter | Oracle and Front Porch Digital

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© Devoncroft Partners 2009 – 2014.  All Rights Reserved.

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