Creates World-Class Global Marketing
Services Company Powered by Creative, Digital and Performance
Marketing Capabilities
BlueFocus to own 63% of the combined company
on a fully diluted basis; Cogint shareholders to own 37% and
receive cash dividend
The combined company is expected to be
listed on NASDAQ
BlueFocus International Limited (‘BlueFocus’), a wholly-owned
Hong Kong subsidiary of BlueFocus Communications Group Co. Ltd
(publicly traded Chinese Company SHE: 300058), and Cogint, Inc.
(NASDAQ: COGT), today announced they have entered into a definitive
agreement by which they will combine assets to form a new global
marketing services organization.
BlueFocus is contributing its largest international assets
including Vision7 International – which holds the agencies
Cossette, Vision7 Media, Citizen Relations and The Camps Collective
– in addition to the global socially-led creative agency, We Are
Social.
Cogint is adding its U.S.-based performance marketing platform
business Fluent, which brings a unique data-driven and
performance-based approach that is increasingly in demand by CMOs
and business leaders.
BlueFocus will own 63% of the combined company on a
fully-diluted basis. Existing Cogint shareholders will own 37% of
the combined company on a fully-diluted basis. In addition,
BlueFocus, Vision7 International and We Are Social will contribute
$100 million in cash to fund a special dividend to pre-closing
stockholders; the amount of the cash dividend is subject to
reduction for transaction expenses and other amounts under the
terms of the deal and will be paid contingent on closing of the
transaction.
When the deal is closed, each of the brands will continue to
operate as separate entities with their own management teams under
the existing Cogint legal entity, which will be renamed. This newly
combined company is expected to be listed on NASDAQ and its name
and ticker symbol will be announced before closing.
The combined revenue is in excess of $400 million and the
combined EBITDA is in excess of $50 million over the past 12
months.
Fluent’s digital performance marketing platform and insight
engine are expected to bolster the already strong North American
capabilities of Vision7 International agencies and We Are Social,
which achieved solid revenue and EBITDA growth in the past
year.
In turn, the combination of capabilities with Vision7
International and We Are Social will accelerate the expansion of
Fluent’s business into new areas and geographies throughout North
America and overseas, particularly in Europe, and other
international markets. There is also the opportunity to leverage
Fluent’s platform to drive campaign planning, creative and
targeting for virtually every marketing channel, extending beyond
digital to TV, radio, print and outdoor.
As part of the transaction, but not involving BlueFocus,
immediately prior to the closing, Cogint will spin-off IDI, its
data and analytics operations and assets, into a public company,
expected to be listed on NASDAQ, named Red Violet, Inc. (“Red
Violet”).
The shares of Red Violet will be distributed to Cogint’s
pre-closing shareholders as a stock dividend as of the record date
to be determined, contingent upon closing of the transaction.
BlueFocus Communications Group Co. Ltd is not a party to the
transaction and its listing on the Shenzhen Stock Exchange will be
unaffected.
Holly Zheng, CEO and President of BlueFocus International, based
in Mountain View, CA, said:
“In today’s world our clients require more transparency,
accuracy and clear-measured ROI when carrying out marketing. Fluent
is exceptionally positioned with a proven track record. Its
performance-based approach and digital-driven capability will
continuously generate insights in demand by CMOs and business
leaders.
“This remarkable partnership with Fluent will accelerate the
great progress of the BlueFocus agency brands such as Cossette,
Citizen, Vision7 Media, The Camps Collective, and We Are Social,
all of which have been growing their businesses and reputations
tremendously.
“We are confident that the combination businesses announced
today will create a new kind of marketing services company, in line
with BlueFocus’ overall vision of building an intelligent branding
communication group globally.”
Ryan Schulke, CEO and co-Founder of Fluent, added:
“We could not be more excited about the opportunity that lies
ahead to bring new capabilities and innovation to our clients and
partners on a global basis. Our soon-to-be sister companies are
award-winning firms with blue-chip rosters, which offer
best-in-class services spanning branding and creative, CRM, digital
production, social media, influencer marketing, public relations
and more. Paired with Fluent’s industry-leading performance
marketing platform and expertise, we are poised to create one of
the world’s largest marketing services organizations with a truly
differentiated and powerful offering.”
The transaction remains subject to customary closing conditions,
including receipt of required regulatory approvals.
Cogint was advised in connection with the transaction by Petsky
Prunier, Roth Capital (fairness opinion) and Akerman LLP. BlueFocus
was advised by PJT Partners and Skadden, Arps, Slate, Meagher &
Flom LLP.
About BlueFocus International Limited
BlueFocus International, a wholly-owned subsidiary of BlueFocus
Communication Group (publicly traded Chinese company SHE: 300058),
leads international strategy, M&A and cross-border initiatives
for the group and manages an international portfolio of award
winning digital marketing, PR, communications and advertising
agencies including We Are Social, Cossette, Citizen Relations,
Vision7 Media and The Camps Collective. Also part of the BlueFocus
International portfolio is fuseproject, a highly esteemed
industrial design firm behind consumer technology and lifestyle
product hits such as Jawbone, Movado and the August Lock.
Headquartered in Silicon Valley, BlueFocus International and its
portfolio companies employ over 1,500 professionals across the
spectrum of marketing and advertising disciplines worldwide. It
serves hundreds of the world's best-known brands from major
consumer goods manufacturers to cutting-edge technology companies
by providing global intelligent marketing solutions in brand
strategy, digital creative production, ecommerce enablement, cloud
based CRM, big data analytics, digital and traditional media
buying, and social media insights & marketing.
About Fluent
Fluent LLC, a Cogint company, is an industry leader in
people-based digital marketing and customer acquisition, serving
over 500 leading consumer brands and direct marketers. Leveraging a
unique data-driven platform, Fluent enables advertisers to more
effectively target and acquire their most valuable customers, with
precision, at a massive scale. The company is headquartered in New
York City. For more information visit www.fluentco.com.
About cogint™
At cogint, we believe that time is your most valuable asset.
Through powerful analytics, we transform data into intelligence, in
a fast and efficient manner, so that our clients can spend their
time on what matters most – running their organizations with
confidence. Through leading-edge, proprietary technology and a
massive data repository, our data and analytical solutions harness
the power of data fusion, uncovering the relevance of disparate
data points and converting them into comprehensive and insightful
views of people, businesses, assets and their interrelationships.
We empower clients across markets and industries to better execute
all aspects of their business, from managing risk, conducting
investigations, identifying fraud and abuse, and collecting debts,
to identifying and acquiring new customers. At cogint, we are
dedicated to making the world a safer place, to reducing the cost
of doing business, and to enhancing the consumer experience.
NOTE TO INVESTORS CONCERNING FORWARD-LOOKING
STATEMENTS
This press release contains “forward-looking statements,” as
that term is defined under the Private Securities Litigation Reform
Act of 1995 (PSLRA), which statements may be identified by words
such as “expects,” “plans,” “projects,” “will,” “may,”
“anticipate,” “believes,” “should,” “intends,” “estimates,” and
other words of similar meaning. Such forward looking statements
include statements relating to the transaction between cogint and
BlueFocus, expected annual revenues and EBITDA of the combined
company, the expected benefits of the transaction to cogint
shareholders, the spin-off of cogint’s data and analytics
operations and assets into a new public company, and the expected
benefits of the separation of such operations and assets.
Additional risks may include the risk that a condition to closing
of the proposed transaction may not be satisfied or that the
closing of the proposed transaction and spin-off might otherwise
not occur or be delayed; the risk that a regulatory approval that
may be required for the proposed transaction is not obtained or is
obtained subject to conditions that are not anticipated; the
diversion of management time on transaction-related issues; the
ability to successfully integrate the businesses to be contributed
by BlueFocus with the Fluent business; the ability to successfully
separate cogint’s data and analytics operations and assets; the
risk that the common stock of Red Violet is not listed on NASDAQ;
the risk that the transaction and its announcement could have an
adverse effect on cogint’s and BlueFocus’s ability to retain
customers and retain and hire key personnel; the risk that any
potential synergies from the transaction may not be fully realized
or may take longer to realize than expected, as well as other
non-historical statements about our expectations, beliefs or
intentions regarding our business, technologies and products,
financial condition, strategies or prospects. Readers are cautioned
not to place undue reliance on these forward-looking statements,
which are based on our expectations as of the date of this press
release and speak only as of the date of this press release and are
advised to consider the factors listed above together with the
additional factors under the heading “Forward-Looking Statements”
and “Risk Factors” in the company’s Annual Report on Form 10-K, as
may be supplemented or amended by the company’s Quarterly Reports
on Form 10-Q and other SEC filings. We undertake no obligation to
publicly update or revise any forward-looking statement, whether as
a result of new information, future events or otherwise.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20170907005709/en/
FOR MEDIA QUESTIONS:Citizen Relations (a subsidiary of
BlueFocus)Erin Dupree,
212-613-4902erin.dupree@citizenrelations.comorFOR INVESTOR
QUESTIONS:Cogint (Cogint investors - see also investor
website)Jordyn Kopin, 646-356-8469JKopin@cogint.com
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