Next Fifteen buys out Health Unlimited in deal worth up to $45m
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Digital communications company Next Fifteen Communications Group announced the acquisition of the entire issued share capital of Creston Plc US Holdings Inc and its subsidiary, Health Unlimited, from Creston Overseas Holdings on Tuesday.
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The AIM-traded firm described Health Unlimited as a global health consultancy and communications agency.
Following the acquisition of the US division, Health Unlimited would trade as M Booth Health, operating as a separate agency, reporting to M Booth chief executive officer Dale Bornstein.
Timothy Bird, global chief executive officer of Health Unlimited, as well as his US-based management team, would remain with the business.
Next Fifteen said the company’s clients ranged from Gilead Sciences and Global Blood Therapeutics to Foundation for the National Institutes of Health, the International AIDS Society and the American Society of Clinical Oncology.
The initial consideration for the acquisition was around $27.7m (£22.55m), of which approximately $21m would be satisfied in cash, with the balance satisfied by the issue of 979,970 new ordinary shares in Next Fifteen to the vendors.
Further deferred consideration could be payable around May 2020 and May 2021, dependent on the EBITDA performance of Health Unlimited for the years ending 31 March 2020 and 31 March 2021, respectively.
The first deferred consideration that would become payable could be satisfied by cash, or up to 25% in new ordinary shares, at the option of Next Fifteen.
It said the second deferred consideration would be payable in cash.
The total consideration level was subject to a cap of $45m, with the acquisition expected to be earnings accretive for Next Fifteen in the current financial year.
For the year ended 31 March, Health Unlimited reported net revenues of $17.4m, adjusted profit before tax of $5.2m, and net assets of $17m, with the company being acquired debt-free.
“This acquisition is a major milestone for Next 15 as it adds another specialist business to the portfolio and greatly expands our international footprint in the healthcare sector,” said Next Fifteen chief executive officer Tim Dyson.
“We see significant complementary opportunities for both businesses.”