Progressive Digital Media Group Plc Possible Acquisition and Disposal

The board of directors (“Board” or “Directors“) of Progressive Digital Media Group Plc (AIM:PRO) (“Progressive“, the “Company” and, together with its subsidiary undertakings, the “Group“) announces that the Company is in advanced discussions concerning the possible acquisition of healthcare business information provider, GlobalData Holding Limited (“GlobalData“), a private company owned by Mike Danson and Wayne Lloyd (and his connected parties) (the “Vendors“) (the “Acquisition“).

In addition, the Board also announces that the Company is in advanced discussions concerning the possible simultaneous disposal of a number of its non-core, B2B print assets to a private company also controlled by the Vendors (the “Disposal“).

It is currently expected that the consideration for the Acquisition would be satisfied through the issue of approximately 26 million new ordinary shares in the Company to the Vendors, representing approximately 34.2% of the Company’s current issued share capital, which would be subject to appropriate lock-in and orderly market arrangements. The consideration for the Disposal is expected to be in the form of the assumption by Progressive of a £4.5 million inter-company loan owing to the Company pursuant to a guaranteed loan agreement.

The acquisition of GlobalData and its healthcare business would add a third global industry vertical to the Group’s existing business information proposition (the existing verticals are Consumer and Information Communications Technology) and would transform the Company into a business information group expected to double its addressable market to an estimated US$10.1 billion.

The B2B print assets subject to the possible Disposal currently provide marketing, advertising and online solutions to a wide number of clients operating in a number of the Company’s non-core industry verticals, including Automotive, Oil & Gas and Hospitality.

The Board believes that the Acquisition, coupled with the Disposal, would be consistent with the Group’s strategy of focusing on business information and exiting from non-core products and sectors.  The expected net effects of these proposals would be to improve both the quality and visibility of earnings as the Group increases the subscription mix and focusses on scale verticals.

The Board further proposes that on completion of the Acquisition and Disposal that Progressive be renamed to GlobalData PLC, which in the opinion of the Board is more appropriate for a business that has been transformed into a business intelligence group. Additionally, the Board will on completion make a number of changes to the non-executive, executive and senior management structure.

Bernard Cragg, currently the senior Non-Executive director of the Company, will be appointed as Chairman. Michael Danson, currently Executive Chairman of the Company, will be appointed as Chief Executive Officer taking over direct day-to-day management of the business and Simon Pyper, currently Chief Executive Officer of the Company, will be appointed Chief Financial Officer. Changes to the Audit Committee Chair and Remuneration Committee Chair will be announced at a later date.

Wayne Lloyd, the current Chief Executive Officer of GlobalData Limited, will join the Group’s senior management team  below Board level and will become Managing Director of the Group’s US operations with specific responsibility for GlobalData’s Healthcare business.

If terms are agreed between the respective parties, both the Acquisition and the Disposal would require the approval of Progressive’s shareholders in general meeting.

In addition, both the Acquisition and the Disposal would constitute related party transactions for the purposes of Rule 13 of the AIM Rules for Companies, and the Company’s independent directors would, amongst other things, be required to confirm that the terms of the proposals are fair and reasonable insofar as Progressive’s shareholders are concerned.

The contemplated Acquisition and Disposal remain subject to binding legal agreements and there can be no certainty that these discussions will lead to a transaction.

 A further announcement will be made in due course.

Source: http://www.londonstockexchange.com/exchange/news/market-news/market-news-detail/PRO/12629001.html