Pet Protect
Pethealth Inc. (“Pethealth”), the second largest provider of pet health insurance in North America, acquired Pet Protect Limited (“Pet Protect”), a pet insurance intermediary, from Domestic & General Group Limited (“D&G”) of the United Kingdom.
Pethealth acquired 100% of Pet Protect for a purchase price of £3.5-million (C$7-million) in an all cash transaction. The purchase price represents 27% of fiscal 2007 gross written premiums placed by Pet Protect. Pet Protect had no debt or long term liabilities on its balance sheet as at closing. The purchase price being paid for the company represents approximately £64.50 (C$129) per paid policy in force. Pet Protect currently places insurance for over 54,300 dogs and cats, representing approximately 3% of the U.K. market. Policies in the U.K. are sold under both the Pet Protect and the PetPals brands. Distribution partners currently include Animalcare Group PLC, the leading provider of RFID microchip technology for companion animaPet Protectls in the U.K. Over the years, the Pet Protect brand has become both known and trusted by dog and cat owners throughout the UK.
Pet Protect Highlights:
- in excess of 54,300 paid policies in force;
- gross written premiums of £13.4-million (C$26.8-million) for fiscal year 2007;
- 28 employees operating out of Redhill, Surrey.
“The acquisition of Pet Protect represents another significant milestone in Pethealth’s history and provides us with a beachhead in the world’s largest pet insurance market,” said Mark Warren, President and Chief Executive Officer of Pethealth. “Moreover, this acquisition establishes us as the most diversified provider of pet health insurance, complementing our significant market share in both the United States and Canada. Given our Company’s successes to date, particularly as the most efficient administrator of pet health insurance, this acquisition provides us with the ability to scale up our core pet insurance operations significantly, providing considerable earnings potential for the future.”
Under the terms of the Pet Protect transaction, Pethealth will acquire all of the outstanding shares of Pet Protect from D&G. The purchase price of £3.5-million (C$7-million) does not include a purchase price adjustment related to the pre-acquisition intergroup accounts of the vendor which will be settled by the vendor. The purchase price adjustment of approximately £600,000 (C$1.2-million) is a flow-through transaction and is cash neutral to Pethealth. The transaction is being made to satisfy tax considerations of the vendor.
The all cash transaction is being financed through a 3-year loan agreement with a recognised financial institution at a fixed interest rate of 4.52%. The security for the loan is being provided by Pethealth using the policy renewals on its U.S. book of business which is underwritten by Praetorian Financial Group, a wholly owned subsidiary of QBE the Americas. The terms of the loan restrict the Company from paying dividends other than to holders of the Company’s Series I 6% convertible preferred shares. QBE Insurance ( Europe) Limited has agreed to act as the underwriter for the Pet Protect business on a renewals basis. As the Pet Protect policies have annual renewals, D&G will continue to act as an underwriter on a declining basis for approximately the next twelve months until such time as all existing policies have been moved to QBE. No agency fees have been paid by Pethealth to any third party in the arrangement of the acquisition or the financing.
Regent Evolution Partner, Mike Simson led a team which initiated the transaction and advised Domestic & General on the sale of Pet Protect to Pethealth Inc.
About Pethealth
Founded in 1998, Pethealth is the second largest provider of pet insurance to pet owners in North America, and the leading provider of pet related database management services to the North American companion animal industry. Pethealth offers a unique range of products and services for veterinarians, shelters and pet owners through a number of wholly owned subsidiaries using a range of brand names, including PetCare, ShelterCare, 24PetWatch,PetPoint, and PawsConnect.com.
To find out more about Pethealth, visit www.pethealthinc.com
Pecaso
Accenture (NYSE:ACN) has completed its acquisition of Pecaso Limited, a leading information technology firm specializing in SAP human capital management (HCM) consulting and integration services for multinational corporations and governments.
“We’re very pleased to have Pecaso’s skilled professionals now on board, along with Pecaso’s robust set of information technology products to help optimize and accelerate SAP HCM implementations for clients,” said Peter Cheese, global managing director of Accenture’s Human Performance practice. “The addition of Pecaso’s deep capabilities for implementing SAP human capital management complements Accenture’s global reach, our Human Performance practice’s breadth, and our proven ability to manage large and complex projects from inception to completion.”
The acquisition is also expected to enhance Accenture’s alliance with SAP. Accenture has won five SAP Pinnacle awards, more than any other SAP partner.
“We believe the market for SAP HCM is going to see continued, strong growth, so Accenture’s acquisition of one of the top niche players in the business is a sound strategic move,” IDC analyst Mike Friend said. “This transaction will significantly strengthen Accenture’s HR consulting expertise in both the large and the expanding medium enterprise market space, whilst allowing Pecaso’s management to build a broad-based, global business in a way that would be impossible without Accenture.”
Pecaso founders Martin Braun and Thomas Kastner have joined Accenture’s Human Performance practice, along with all key members of Pecaso’s leadership team and their approximately 300 human resources and information technology experts in seven countries. With the acquisition, Accenture now employs more than 5,000 human capital professionals worldwide. Terms of the transaction were not disclosed.
Stephen Bennett and Mike Simson advised Pecaso on the transaction.
Mylorr
GFT Group, the European provider of innovative IT solutions, has today announced its deal to purchase the assets of Mylorr, specialist programme and project management consultancy.
As part of the GFT Group strategy, GFT UK has strengthened its position in London through this assets purchase, which represents a coming together of two like-minded and complementary companies. Mylorr, a specialist programme and project management consultancy established in 2002, developed Premier, a proprietary methodology for effective project management, and established a solid client list which spans retail, financial services and government. GFT, a financial services specialist, combines the extensive technical knowledge and global business experience of its 1100 strong team, with an alternative approach to outsourcing.
Graham Underwood, Managing Director at GFT UK commented, "GFT and Mylorr are a close fit and we are delighted to acquire the substantial capabilities and experience of the Mylorr team, along with their varied client base. Strengthening our offering in London is consistent with our approach to outsourcing, which focuses on the 4Ps; project, people, place and only then price. We believe that first-rate people in London, meeting a project's needs, are as important to successful project delivery as offshore headline day rates".
MPE Electronics
MPE Electronics is an electronics manufacturer with a reputation for excellence.
Established in 1991, MPE is based in Uckfield, East Sussex and focusses on producing low to medium volumes of high specification PCB assemblies and complete products.
In a transaction initiated by Regent Assay, the two founding shareholders have sold the company to a small group of private individuals.
Linetex Computers
We advised Bridgepoint Capital and the management of Linetex Computers on the sale of their shares in the company to AIM listed Sirvis IT Holdings.
Linetex provides IT consulting and support services intended to deliver practice approaches to technology and business challenges. The company's services include delivering advanced autonomic technology to provide architecture development and project management services, enabling small and medium sized organizations in to focus on digital transformation and avail strategic method for improving operations.
Servis IT is a provider of computer maintenance and information technology support services. The company through its subsidiaries provides local and remote IT consultancy, installation and support services to corporates in the transport and travel, manufacturing, petrochemical and aerospace sector.
RLA Group Ltd
The Mission Marketing Group, the AIM listed marketing communications and advertising group has acquired RLA Group the marketing and communications agency, with offices in Bournemouth, Belfast and Edinburgh in a deal worth up to £20m.
The Mission, has acquired RLA from its management team and ISIS Equity Partners for an initial consideration of £9.5m consisting of initial cash/loan notes consideration of £7.7m and a further £1.8m satisfied by the issue of new ordinary shares in The Mission.
A deferred initial consideration of up to £2m is payable based on achieving performance targets to 31 December 2007, £1.2m cash and £0.8m in shares.
A further potential payment of up to a maximum of £9.5m is due in March 2011, subject to RLA meeting challenging performance criteria based on its pre-tax profit performance over the approximately three year period from completion of the acquisition to 31 December 2010.
RLA was founded in 1984 and currently employs some 60 staff who will all join The Mission.
Harris Hill
Partner Mike Simson advised Harris Hill shareholders on the sale of the company to a management team backed by YFM Equity Partners.
Harris Hill is an independent recruitment consultancy specialising in the charity and non-profit sectors. It offers recruitment solutions across temporary and permanent vacancies as well as an executive search and selection service for senior appointments.
Founded in 1996, it has achieved strong organic growth since inception and is now the largest independent recruitment consultant within its chosen sector.
Halifax Industrial
Regent Evolution Partner Mike Simson led a team who advised Bridgepoint owned, Halifax Industrial, on the sale of three of its subsidiaries to the Halifax management team.
Established in 1965, Halifax Fan manufactures centrifugal fans and associated products for a range of industries. Products are designed and most metal parts are built in-house whilst control systems are outsourced from specialist businesses. Products can be sold as a standardised unit or as part of a complete design and build project, in small or large sizes.
Products are designed and most metal parts are built in-house whilst control systems are outsourced from specialist businesses. Products can be sold as a standardised unit or as part of a complete design and build project, in small and large sizes
Lorlin is the UK’s largest manufacturer of electro-mechanical switches. The product range includes small signal and mains voltage, rotary, pushbutton, keylock, slide and dimmer switches. Product design, mouldings, pressings and assembly are conducted at the Littlehampton facility in West Sussex.
From their site in Huyton, near Liverpool, D. Evans Electrical Ltd manufactures internal wiring assemblies for domestic and industrial appliances. Established over 25 years ago, the business now works in partnership with a number of blue-chip OEMs in the UK and overseas.
Geronimo
Tribal Group plc ("Tribal"), the provider of professional services to the UK public sector, is pleased to announce that it has completed the acquisition of Geronimo Public Relations Limited ("Geronimo") for a total consideration of up to £13.65 million.
Geronimo is one of the UK's leading public sector PR and corporate social responsibility agencies and was recently awarded the title of the "Fastest Growing PR Agency in the UK" by PR Week. Geronimo's clients include several central government departments and agencies, such as the DfES, DVLA and the DWP, charities and the community relations departments of large corporations. Approximately 70% of sales are from the education sector.
In combination with Tribal's existing communications operations, Geronimo will allow Tribal to offer a comprehensive range of communications and PR services to its public sector clients across health, education and local and central government.
The initial consideration for the entire issued share capital of Geronimo of £9.15 million (which includes the purchase of cash balances of approximately £1.8 million) has been satisfied by:
- £7.65 million in cash; and
- the issue of 436,426 new ordinary shares of 5p each in Tribal
Deferred consideration of up to a maximum £4.5 million in total will be paid based on the growth in operating profit of Geronimo in the periods ending 31 March 2004, 2005 and 2006. The deferred consideration will be satisfied by the issue of new Tribal shares or, at Tribal's option, loan notes, save for the first £750,000 which will be satisfied in bank guaranteed loan notes.
The vendors have given an undertaking not to sell the shares issued as initial consideration before the preliminary announcement of Tribal's results for the year ending 31 March 2004.
In the year ended 30 June 2003, Geronimo had operating profit of £1.1 million on turnover of £3 million. Net assets at 30 June 2003 were £1.4 million.
Application will be made for admission of the 436,426 new ordinary shares to be issued as initial consideration to the Official List of the UK Listing Authority and to trading on the London Stock Exchange. It is expected that these shares will commence trading on 18 August 2003. The shares will rank pari passu in all respects with the existing ordinary shares of 5p each in Tribal.
Commenting on the acquisition, Henry Pitman, Chief Executive of Tribal, said: "We are delighted to announce the acquisition of Geronimo, which is an important step in the development of our communications capability, enabling us to offer a full range of PR, communications consultancy and publishing services to our public sector clients. We consider there are significant growth prospects for this area of our business over the coming years."
Partners Mike Simson and Ian Leaman acted for Geronimo.