Acquisition

Ingenta PLC 1 February 2001 ingenta plc £11.2M ACQUISITION OF CATCHWORD LIMITED TOGETHER WITH VENDOR PLACING OF 2.1 MILLION SHARES Ingenta plc ('ingenta') the global research gateway, announces that it has agreed terms for the acquisition of all the issued share capital of CatchWord Limited ('CatchWord'), a private company based in Abingdon, UK. Key aspects of the transaction are: * The combined business will be the leading force in the provision of online hosting and delivery services to publishers of academic and professional research, whose customers include 8 of the world's top 10 journal publishers, including Taylor & Francis Group plc, and 2 of the world's top 3 reference publishers. * CatchWord Limited has linking and data conversion technologies which complement the range of online services to publishers already provided by ingenta, and substantially increases ingenta's market share. * The enlarged ingenta will handle hosting and linking to over 4,500 publications for over 140 publishers. Management believes that this represents over two-thirds of all the publications currently available on the internet in this market. * The transaction values CatchWord at £11.2 million with the possibility of additional consideration of up to £5.5 million subject to the achievement of certain profit targets for 2001 and is being funded by the issue of 4.27m new ingenta shares to the vendors of CatchWord, including the founding Directors who are joining the senior management group of ingenta. * 2.13m of these shares are being placed with institutional investors by Old Mutual Securities Limited at a price of 250p per share to raise a net £5.2 million for the Vendors, who have undertaken to retain the balance for at least 18 months. Commenting on the acquisition, Martyn Rose, Chairman of ingenta, said, 'This acquisition cements our position as the world leader in this rapidly growing market. In particular, CatchWord's conversion and linking technology gives us a complete suite of services to offer the increasing number of smaller publishers looking to make their high value 'must-have' professional and academic journals and research available on the internet.' Notes for editors: Ingenta (http://www.ingenta.com ) is the global research gateway serving the online information needs of over 3 million visitors a month. It provides a free online search service of published content from reliable research sources not freely searchable elsewhere on the Web and is one of the UK's top 10 Web service operators. For publishers of professional and academic periodicals and journals, it provides a suite of services including data conversion, secure online hosting and distribution of this material to subscribers and pay-per-view customers. As well as providing Web users with a broad based article search and delivery service through www.ingenta.com, ingenta also develops subject focused e-communities, built in conjunction with societies, publishers and university presses. CONTACTS: Edward Macquisten/ Mark Rowse David Callcott Guy Peters/John Goold Jane Hurley CEO Finance Director Old Mutual Golin/Harris Ludgate Ingenta ingenta Securities 020 7253 2252 01865 314800 01225 361020 020 7002 4600 emacquisten@golinharris.com mrowse@ingenta.com dcallcott@ingenta.com johngo@omsecurities.co.uk Further details of the acquisition and its financial effects are set out below. Consideration The acquisition is being funded by the issue of 4,272,570 new ordinary shares of 5p each in ingenta ('ingenta shares') to the vendors of CatchWord, representing 7.9 per cent of the enlarged issued share capital of ingenta. The agreement also provides for the issue of further new ingenta shares based on an earn-out, calculated on the basis of £7.50 of consideration for every £1 by which the gross profits from certain elements of CatchWord's operations exceed £600,000 for the 12 months ending 31st December 2001, up to a maximum of £5.5 million calculated at the then current ingenta share price. Vendor Placing Under the terms of the agreement, 2,130,586 new ingenta shares are being placed with institutional investors by Old Mutual Securities Limited at a price of 250p per share to raise a net £5.2 million for the Vendors. The vendors have agreed to retain the balance for a period of at least 18 months. Application will be made by the Company for the new ingenta shares to be admitted to AIM. Trading in the new ingenta shares is expected to commence on Thursday 8th February 2001. Further information on CatchWord CatchWord, like ingenta, provides online hosting and distribution services to publishers of 'must-have' professional and research information. In addition, CatchWord provides technology services to convert articles from formats commonly used in printing technology to those which can be delivered over the internet, adding indexing, linking and a range of other interactive features. These services are not currently provided in-house by ingenta and the acquisition of CatchWord gives ingenta a complete suite of service delivery capabilities covering a wide range of technologies and cost levels. CatchWord, founded in 1994, employs 47 staff at premises in Abingdon, Oxfordshire, UK. The management of CatchWord will be joining the ingenta senior management group. Reasons for the acquisition Whilst ingenta has developed a suite of services primarily targeted at larger publishers, and has also focused on a range of other end-user facing activities such as the creation of internet portals and library services, CatchWord has focused on the core production needs of those publishers wishing to outsource the whole of their online production and distribution process. It currently provides services to 64 publishers and handles conversion, hosting and delivery of over 1,200 publications. In particular, CatchWord is the online partner for the journal titles published by Taylor & Francis Group plc. Together with the existing ingenta business, the combined entity will provide services to over 140 publishers and societies producing over 4,500 publications, which management believes represents over two-thirds of all the online publications in this market. Commenting on the acquisition, Mark Rowse, Chief Executive of ingenta, said 'The combination of the two largest online providers both to publishers and to libraries in this market has created an unrivalled channel for the delivery of professional and academic research content.' Financial information on CatchWord and effects of the acquisition CatchWord's audited turnover for the year ended 31st December 2000 increased 122% to £1.5 million. In the year it generated losses of £97,000 before tax. CatchWord had net assets of £170,000 at 31st December 2000. Following the acquisition, the businesses will be progressively merged to create a single online delivery infrastructure, while retaining CatchWord's content production and technology unit. The expected benefits of this would, on the basis of the audited results to 31 December 2000, have resulted in pro forma profits before tax from CatchWord of £0.6m. Current trading and outlook of ingenta Trading in the current year has started strongly, with first quarter results ahead of budget and turnover substantially ahead of the equivalent period in the previous year. Current trading levels continue to show significant growth, and contracted and expected repeat business now accounts for over 60% of expected turnover for the current year. As a result, the Directors expect to report strong results for the 6 months to 31st March 2001. Operating cash flow remains ahead of budget, with cash balances as at 31st December 2000 of £10.5m. The effects of the acquisition of CatchWord are likely to be earnings neutral in the current financial year but it is expected to provide a strong contribution to profits thereafter. The directors of ingenta are confident that the enlarged business will have sufficient cash resources for its onward development and that it remains on course to deliver positive cash flow and profits in late 2001. Ingenta's interim results for the six months to 31st March 2001 are due to be announced in May 2001. ENDS

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