Media monitoring firm Isentia Group (ASX: ISD) is poised to be bought out by UK-based Access Intelligence in an agreement unanimously recommended by Isentia’s board of directors.
A binding scheme of arrangement will see the AIM-listed technology-led company acquire the remaining Isentia share capital it does not already own at a cash price of $0.175 per share.
The deal implies an Isentia enterprise value of $67 million, based on $35 million equity value and $32 million net debt balance at end May.
Access has also this morning entered into an agreement to acquire a 19.85% shareholding in Isentia at the same share price from Isentia’s largest shareholder Spheria Asset Management.
Isentia’s board has recommended shareholders vote in favour of the buy-out which is subject to customary terms and conditions including the absence of a superior proposal and confirmation by an independent expert that it is in the company’s best interests.
Chief executive officer Ed Harrison said the all-cash proposal amounts to an “attractive transaction” which will give Isentia a broader geographical reach.
“Access has a strong track record in delivering a successful service [and] we believe bringing the companies together will give [our] customers access to its broader suite of products,” he said.
“For the Isentia team, it represents the opportunity to be part of a wider global organisation [and we] will continue to invest in our existing portfolio of products including the upcoming launch of our new platform and completion of the move to real-time broadcast monitoring.”
He said shareholders would have the opportunity to vote on the proposed acquisition in August, with the deal expected to close in early September.
Based in London, Access specialises in delivering SaaS (Software-as-a-Service) products for customers in the public relations, marketing and communications industries.
Its technology is relied on by more than 3,500 organisations from global blue-chip enterprises and world-leading marketing agencies to public sector organisations and not-for-profits.
They include Amazon, LinkedIn, Twitter, Twitch, Astra-Zeneca and The International Monetary Fund.
Should the proposed buy-out go ahead, Access and Isentia will operate independently in the initial phase of the integration, with a team of Access senior executives working with Isentia management to gradually combine the businesses.