In a move that further would concentrate the broadcast business management (aka traffic & billing) market, SintecMedia and Pilat Media have announced the terms of a recommended proposal whereby SintecMedia will acquire Pilat.
Under the terms of the proposed deal, SintecMedia plans to acquire the shares of Pilat that it does not already own in an all cash deal that values Pilat at £63.3 million ($103.5m).
PE firm Riverwood Capital Management, which owns SintecMedia, will provide 49% of the financing, with the remainder funded from the existing resources of the SintecMedia Group, including (to the extent required) pursuant to a pre-existing debt facility made available to SintecMedia by Bank Leumi.
SintecMedia says its strategic plan for the Pilat business is “to gradually integrate certain functions where appropriate to realize synergies and economies of scale; but as both companies face growing demand for their products and services and, given their backlogs of work, this is unlikely to affect the vast majority of positions and staff across the two companies.”
Second Attempt at Merger Between SintecMedia and Pilat Media
This is not the first time that Sintec and Pilat have flirted with combining the companies.
In 2009, SintecMedia mounted a similar bid to takeover of Pilat Media, but was unable to gain the required approval of 75% of Pilat’s shareholders.
The 2009 deal valued Pilat Media at £16.3m, or about 25% of the offer currently on the table.
Once again, the newly announced deal must achieve approval from 75% of Pilat Media’s shareholders.
However, this time around the companies should have an easier time gaining this approval than they did during the time of the attempted 2009 merger.
The proposed deal already has the buy-in from Shaul Elovitch whose Eurocom Group owns 23.9% of Pilat Media, and SintecMedia already owns a further 22.7% of Pilat as a result of the attempted 2009 merger and through continued accumulation of the company’s shares.
Remaining Pilat Media shareholders with a 400% reward for their patience since rejecting SintecMedia’s 2009 overtures. They will also be paid in cash, something pointed out by SintecMedia CEO, Amotz Yarden, who said the proposed deal represents a “substantial premium” to Pilat’s recent share value, and “the boards of SintecMedia and SMS believe that, given the economic uncertainty and market pressures facing the industry, this represents a very good opportunity for Pilat Shareholders to realize their investment in cash today.”
Third M&A Deal for SintecMedia Since Riverwood-backed Management Buyout
If the deal gains shareholder approval, it will be the third acquisition by SintecMedia since it was purchased in 2011 by PE firm Riverwood Capital Management for approximately $110m.
Whereas StoreTV and Argo Systems were relatively small deals, the tie-up with Pilat Media is a much larger and arguably transformative deal for the company, and potentially has wider ramifications in the broadcast industry as well.
By acquiring Pilat Media, Sintec will likely become one of the largest players in the broadcast business management software market, and will almost certainly be the biggest traffic & billing vendor outside of the United States where Harris Broadcast and WideOrbit are the two leading vendors.
Not only will the Pilat acquisition make SintecMedia a major player in traffic & billing, it will also transform the company into one of the larger pure-play software vendors in the broadcast space. Both companies have more than 300 employees and a broad range of blue chip customers around the world.
Deal Recommended by Both Sides
Acceptance of the proposed transaction has been recommended by the boards of both companies, who said in a statement that “the management of SintecMedia and Pilat have together agreed the approach for organizing and managing the enlarged group harmoniously, leveraging the relative strengths of each organization.”
For its part, Sintec says it “attaches great importance to the skills, experience and knowledge of the existing employees of the Pilat Group, who have contributed to the success of the business to date and believes that they will benefit from enhanced career and business opportunities within the Enlarged Group,” and that “in conducting any rationalization, SintecMedia intends that the employees of the Pilat and SintecMedia groups will have equal opportunity.”
Sintec has also given assurances to the Pilat Directors that the existing employment rights (including pension and severance rights) of all Pilat Group employees will be fully safeguarded, there will be no changes in the conditions of their employment, and that SintecMedia has no any intention to change the locations of Pilat’s places of business or to re-deploy its fixed assets.
Management of Enlarged Company
When/if the deal closes, the board of the enlarged group will be comprised solely of existing SintecMedia directors, and the directors of Pilat Media will resign from the Pilat Board.
At that time, Pilat Media’s CEO and CFO, Avi Engel and Martin Blair, will also resign as employees of Pilat Media. Both Engel Blair will provide handover support as part of their notice period for up to one month following their resignation, and will then be released from their employment, and paid in lieu of the balance of their contractual notice period. Engel and Blair have each agreed to provide up to 15 days of additional handover assistance within the first 12 month period after the deal closes, and Engle will also enter into a consultancy agreement with SintecMedia on terms yet to be agreed.
Pilat’s Remuneration Committee has agreed to pay Engel £300,000 and Blair £40,000 respectively in recognition of their roles in effecting the acquisition. Pilat Media chairman, Michael Rosenberg, will receive £60,000 for his role in the deal.
The companies said that they expect the deal to close towards the end of Q1 2014.
When the deal closes Pilat will then be wholly owned by Sintec, and Pilat shares, which are currently traded on the AIM and TASE exchanges, will be cancelled.
Pilat Media’s had revenue of £23.48m for the full year 2012. Revenue through the third quarter of 2013 was £18.69m, up 18.4% versus the same period in 2012.
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