Informa
LEI: 5493006VM2LKUPSEDU20
|
Informa PLC Press Release
9 October 2024
Informa: 2025-2030 - A platform for
growth
Structural strength in B2B and
Academic markets, Market Leading Positions, Specialist Brands and
Proprietary Data
Informa (LSE: INF.L), the
international B2B Events, B2B Digital Services and Academic Markets
Group is further strengthening in Live B2B Events following the
completion of the Ascential plc acquisition through the creation of
Informa Festivals, in addition to the planned expansion in B2B
Digital Services through the prospective creation of Informa
TechTarget.
Stephen A.
Carter, Group Chief Executive,
said:
"The completion of the Ascential acquisition,
creation of Informa Festivals and prospective creation of Informa
TechTarget will establish leadership and scale in all our chosen
B2B market segments, complementing our strength in Academic markets
and creating a platform for growth from 2025 to 2030."
He added: "Over the
last four years, our strategy has been to build further strength
and depth in B2B businesses, targeting new growth opportunities as
the Live B2B Events market segments and becomes increasingly
sophisticated, and B2B Digital Services mature."
|
Key Highlights
· A Growth
Platform…Growth, focus and
reinvestment over the last four years has enabled Informa to build
further scale and depth across our three core markets of
Live &
On-Demand B2B Events, B2B Digital Services
and Academic
Markets. This will see the Group
enter 2025 with revenues of £4bn+/$5bn+ and delivering consistent
5%+ underlying revenue growth;
· Focus, scale and growth in
B2B Events...In 2025, we are
updating our B2B operating model to take full advantage of future
growth opportunities as the Live B2B Events market matures and
segments, establishing three focused Live B2B Events businesses,
each serving a high growth, high value segment of the
market:
· Informa Markets…Transaction-led B2B
Events creating a marketplace for
B2B Buyers, B2B Sellers and the supply chain to meet, discover,
promote and trade;
· Informa Connect…Content-led B2B
Events convening industries,
delivering original professional content, recognised professional
accreditation, market access services and high value
networking;
· Informa Festivals…Experience-led
Events at the heart of industries,
inspiring and celebrating business through high impact, immersive
content, deep community connections, professional development and
personal enrichment;
· Creation of Informa
Festivals...New business established
from 1 January 2025 to showcase the growth and value of
Experience-led B2B Events, characterised by dynamic end-markets,
immersive content, community connections, professional development
and personal inspiration. This includes Lions (Marketing), Money20/20 / Finovate (Fintech), Black Hat (Cyber Security), GDC (Gaming) and London Tech Week / Africa Tech
Festival (Future
Tech);
· B2B Digital
Services...Our strategy to build a
leading, scalable platform in B2B Digital Services is progressing,
with the proposed combination of Informa Tech's Digital Businesses
with NASDAQ-listed TechTarget expected to complete in the fourth
quarter. Long-term growth in Enterprise Technology and its use of
B2B Digital Services is strong but current market momentum remains
subdued, with key customer spend still broadly flat through the
third quarter;
· Academic
Markets…In 2024, Taylor &
Francis is on track to deliver strong double-digit underlying
growth, augmented by Data Access Agreements with LLM partners.
These revenues are a mixture of underlying recurring revenues
through to 2027 and significant in-year revenues in 2024. More
broadly, performance is consistent, with higher volumes in Open
Research balanced by softness in traditional areas of print
books;
· 2024 guidance
reconfirmed...Informa's underlying
trading performance remains strong, with the Group on track to meet
previously upgraded full year guidance, including double-digit Underlying Revenue Growth,
Group Revenue of £3.5bn+, Adjusted Operating Profit of £970m+ (up to
£1bn) and Free Cash Flow of £740m+ (GBP/USD 1.26 and
excluding any effect of the proposed combination with TechTarget
and acquisition of Ascential).
The Informa
Group: A Growth Platform
The strong underlying
performance of our businesses over recent years, combined with the
benefit of inorganic investments, including the creation of Informa
Festivals and the prospective creation of Informa TechTarget, both
expands and strengthens Informa's operating model.
Structural growth in
B2B and Academic markets, combined with the strength of our market
positions, Specialist Brands and Proprietary Data, creates a strong
platform for growth from 2025 to 2030.
The Informa Group from
2025
Update to post-offer intention statement with
respect to Ascential plc
Pursuant to the requirements of Rule 19.6(b) of
the City Code on Takeovers and Mergers, Informa notes that the
scheme document relating to Informa's recommended cash acquisition
of Ascential plc contained the following post-offer intention
statement: "Ascential's brands will become an integral part of
Informa's events business and Informa intends that the Lions and
Money20/20 businesses will operate within the Informa Connect
operating division." Informa confirms that as a result of the
statements set out above, Informa Festivals will now become a
separate division from Informa Connect.
Enquiries
|
|
Stephen A. Carter,
Group Chief Executive
|
+44 (0) 20 8052 0400
|
Gareth Wright, Group
Finance Director
|
+44 (0) 20 8052 0400
|
Richard Menzies-Gow,
Director of IR & Communications
|
+44 (0) 20 8052 2787
|
Tim Burt / Anthony Di Natale
- Teneo
|
+44 (0) 7583 413254 / +44 (0) 7880
715975
|
Additional Information and Where to Find It
In connection with the proposed transaction (the
"proposed transaction"), Toro CombineCo, Inc. ("NewCo") filed with
the Securities and Exchange Commission (the "SEC") a registration
statement on Form S-4 (File No. 333-280529) containing a
preliminary proxy statement of TechTarget, Inc.
("TechTarget") that also constitutes a preliminary prospectus
of NewCo (the "Proxy Statement/Prospectus"). The Proxy
Statement/Prospectus is not final and may be amended. A definitive
Proxy Statement/Prospectus will be mailed to stockholders of
TechTarget. TechTarget and NewCo may also file other documents with
the SEC regarding the proposed transaction. This communication is
not a substitute for any proxy statement, registration statement or
prospectus, or any other document that TechTarget or NewCo (as
applicable) may file with the SEC in connection with the proposed
transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION,
TechTarget INVESTORS AND SECURITY HOLDERS ARE URGED TO READ
CAREFULLY AND IN THEIR ENTIRETY THE PRELIMINARY PROXY
STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT ARE
FILED OR WILL BE FILED BY TechTarget OR NEWCO WITH THE SEC, AS WELL
AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, IN CONNECTION
WITH THE PROPOSED TRANSACTION WHEN THEY BECOME AVAILABLE, BECAUSE
THESE DOCUMENTS CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED TRANSACTION AND RELATED MATTERS. TechTarget investors
and security holders may obtain free copies of the preliminary
Proxy Statement/Prospectus filed on June 27, 2024, as amended by
Amendment No. 1 to Form S‑4 filed on
September 4, 2024, and Amendment No. 2 to Form S-4 filed on
September 26, 2024, and will be able to obtain copies of the
definitive Proxy Statement/Prospectus (when it becomes available),
as well as other filings containing important information about
TechTarget, NewCo, and other parties to the proposed transaction
(including Informa PLC ("Informa")), without charge through the
website maintained by the SEC at www.sec.gov. Copies of the
documents filed with the SEC by TechTarget will be available free
of charge under the tab "Financials" on the "Investor Relations"
page of TechTarget's internet website at
www.investor.techtarget.com or by contacting TechTarget's Investor
Relations Department at investor@techtarget.com
Participants in the Solicitation
TechTarget, NewCo and Informa, and their respective
directors and certain of their respective executive officers and
employees may be deemed to be participants in the solicitation of
proxies from TechTarget's stockholders in connection with the
proposed transaction. Information regarding the directors of
Informa is contained in Informa's annual reports and accounts
available on Informa's website at www.informa.com/investors and in
the National Storage Mechanism at
data.fca.org.uk/#/nsm/nationalstoragemechanism. Information
regarding the directors and executive officers of TechTarget is
contained in TechTarget's proxy statement for its 2024 annual
meeting of stockholders, filed with the SEC on April 17, 2024, and
in other documents subsequently filed with the SEC. Additional
information regarding the participants in the proxy solicitations
and a description of their direct or indirect interests, by
security holdings or otherwise, is included in the preliminary
Proxy Statement/Prospectus filed on June 27, 2024, as amended by
Amendment No. 1 to Form S‑4 filed on
September 4, 2024, and Amendment No. 2 to Form S-4 filed on
September 26, 2024, and will be contained in the definitive Proxy
Statement/Prospectus and other relevant materials that are filed or
will be filed with the SEC (when they become available). These
documents can be obtained free of charge from the sources indicated
above.
No
Offer or Solicitation
This [Current Report on Form 8-K][press
release][communication] is for informational purposes only and is
not intended to and does not constitute an offer to sell or the
solicitation of an offer to buy any securities, or a solicitation
of any vote or approval, nor shall there be any offer, solicitation
or sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended.
Cautionary Note Regarding Forward-Looking
Statements[1]
This [Current Report on Form 8-K][press
release][communication] contains "forward-looking" statements
within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934 that involve
substantial risks and uncertainties. All statements, other than
historical facts, are forward-looking statements, including:
statements regarding the expected timing and structure of the
proposed transaction; the ability of the parties to complete the
proposed transaction considering the various closing conditions;
the expected benefits of the proposed transaction, such as improved
operations, enhanced revenues and cash flow, synergies, growth
potential, market profile, business plans, expanded portfolio and
financial strength; the competitive ability and position of NewCo
following completion of the proposed transaction; legal, economic,
and regulatory conditions; and any assumptions underlying any of
the foregoing. Forward-looking statements concern future
circumstances and results and other statements that are not
historical facts and are sometimes identified by the words "may,"
"will," "should," "potential," "intend," "expect,"
"endeavor," "seek," "anticipate," "estimate," "overestimate,"
"underestimate," "believe," "plan," "could," "would," "project,"
"predict," "continue," "target," or the negatives of these words or
other similar terms or expressions that concern TechTarget's or
NewCo's expectations, strategy, priorities, plans, or intentions.
Forward-looking statements are based upon current plans, estimates,
and expectations that are subject to risks, uncertainties, and
assumptions. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those indicated or
anticipated by such forward-looking statements. We can give no
assurance that such plans, estimates, or expectations will be
achieved, and therefore, actual results may differ materially from
any plans, estimates, or expectations in such forward-looking
statements.
Important factors that could cause actual results to
differ materially from such plans, estimates, or expectations
include, among others: that one or more closing conditions to the
proposed transaction, including certain regulatory approvals, may
not be satisfied or waived, on a timely basis or otherwise,
including that a governmental entity may prohibit, delay, or refuse
to grant approval for the consummation of the proposed transaction,
may require conditions, limitations, or restrictions in connection
with such approvals or that the required approval by the
shareholders of TechTarget may not be obtained; the risk that the
proposed transaction may not be completed in the time frame
expected by TechTarget, NewCo or Informa, or at all; unexpected
costs, charges, or expenses resulting from the proposed
transaction; uncertainty of the expected financial performance of
NewCo following completion of the proposed transaction; failure to
realize the anticipated benefits of the proposed transaction,
including as a result of delay in completing the proposed
transaction or integrating the relevant portion of the Informa tech
digital businesses with the business of TechTarget; the ability of
NewCo to implement its business strategy; difficulties and delays
in achieving revenue and cost synergies of NewCo; the occurrence of
any event that could give rise to termination of the proposed
transaction; potential litigation in connection with the proposed
transaction or other settlements or investigations that may affect
the timing or occurrence of the proposed transaction or result in
significant costs of defense, indemnification, and liability;
evolving legal, regulatory, and tax regimes; changes in economic,
financial, political, and regulatory conditions, in the United
States and elsewhere, and other factors that contribute to
uncertainty and volatility, natural and man-made disasters, civil
unrest, pandemics, geopolitical uncertainty, and conditions that
may result from legislative, regulatory, trade, and policy changes
associated with the current or subsequent U.S. administration;
risks related to disruption of management time from ongoing
business operations due to the proposed transaction; certain
restrictions during the pendency of the proposed transaction that
may impact TechTarget's ability to pursue certain business
opportunities or strategic transactions; TechTarget's, NewCo's and
Informa's ability to meet expectations regarding the accounting and
tax treatments of the proposed transaction; the risk that any
announcements relating to the proposed transaction could have
adverse effects on the market price of TechTarget's common stock;
the risk that the proposed transaction and its announcement could
have an adverse effect on the ability of TechTarget to retain
customers and retain and hire key personnel and maintain
relationships with customers, suppliers, employees, stockholders,
strategic partners and other business relationships and on its
operating results and business generally; market acceptance of
TechTarget's and the relevant portion of the Informa Tech digital
businesses' products and services; the impact of pandemics and
future health epidemics and any related economic downturns, on
TechTarget's business and the markets in which it and its customers
operate; changes in economic or regulatory conditions or other
trends affecting the internet, internet advertising and information
technology industries; data privacy and artificial intelligence
laws, rules, and regulations; the impact of foreign currency
exchange rates; certain macroeconomic factors facing the global
economy, including instability in the regional banking sector,
disruptions in the capital markets, economic sanctions and economic
slowdowns or recessions, rising inflation and interest rate
fluctuations on TechTarget's and the relevant portion of the
Informa Tech digital businesses' results and other matters included
in TechTarget's filings with the SEC, including in Item 1A of its
Annual Report on Form 10-K for the year ended December 31, 2023.
These risks, as well as other risks associated with the proposed
transaction, are more fully discussed the preliminary Proxy
Statement/Prospectus filed on June 27, 2024, as amended by
Amendment No. 1 to Form S‑4 filed on
September 4, 2024, and Amendment No. 2 to Form S-4 filed on
September 26, 2024, and will be contained in the definitive Proxy
Statement/Prospectus and other relevant materials that are filed or
will be filed with the SEC (when they become available). While the
list of factors presented here and in the preliminary Proxy
Statement/Prospectus are, and the list of factors to be presented
in definitive Proxy Statement/Prospectus will be, considered
representative, no such list should be considered to be a complete
statement of all potential risks and uncertainties. Unlisted
factors may present significant additional obstacles to the
realization of forward-looking statements. We caution you not to
place undue reliance on any of these forward-looking statements as
they are not guarantees of future performance or outcomes and that
actual performance and outcomes, including, without limitation, our
actual results of operations, financial condition and liquidity,
and the development of new markets or market segments in which we
operate, may differ materially from those made in or suggested by
the forward-looking statements contained in this communication.
Any forward-looking statements speak only as of the
date of this communication. None of TechTarget, NewCo or Informa
undertakes any obligation to update any forward-looking statements,
whether as a result of new information or developments, future
events, or otherwise, except as required by law. Neither future
distribution of this communication nor the continued availability
of this communication in archive form on TechTarget's website at
www.investor.techtarget.com or Informa's website at
www.informa.com/investors should be deemed to constitute an update
or re-affirmation of these statements as of any future date.