YouGov to acquire GfK’s Consumer Panel Business

YouGov PLC

06 July 2023

 

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN YOUGOV PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF YOUGOV PLC. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED ("MAR").

06 July 2023

YouGov plc

("YouGov" or "the Group" or "the Company")

YouGov to acquire GfK's Consumer Panel Business

Extends YouGov's Offering with Established Leader in European Household FMCG Consumer Insights

Accelerating our strategic vision outlined at the Capital Markets Day

Delivering mid-teens EPS accretion in the first full year of ownership

YouGov plc (AIM: YOU) ("YouGov"), the international market research and data analytics group, today announces the acquisition of the Consumer Panel Business of GfK SE (the "Consumer Panel Business") for a headline purchase price of €315 million (the "Acquisition").

GfK's Consumer Panel Business is an established leader in household purchase data, with panels across 16 European countries, consisting of over 100,000 households. The Consumer Panel Business extends the Company's offering into the FMCG sector, with its high intensity users of market research, and provides an opportunity to significantly enhance the Group's offering to US clients. The Consumer Panel Business will strengthen the Group's customer value proposition and add highly engaged panellists in Europe, complementary capabilities, and longstanding relationships with blue chip clients, helping to accelerate the Group's strategic vision outlined at the YouGov Capital Markets Day on 17 May 2023.

YouGov will fund the Acquisition through an equity placing of new ordinary shares expected to raise gross proceeds of approximately £55 million (representing approximately 4.9% of YouGov's issued share capital), with the remainder of the cash consideration financed by a fully committed bridge debt facility and existing cash on balance sheet. The terms of the placing were announced separately today.

The Acquisition is subject to customary closing conditions including any necessary regulatory approvals and works' council consultations in certain jurisdictions. Completion is expected in the second half of 2023.

Compelling Strategic and Financial Rationale
·	Extends YouGov's offering into the FMCG sector: The Consumer Panel Business brings longstanding relationships with a complementary blue-chip client base in the FMCG sector in which YouGov has, to date, been underpenetrated.
·	Adds highly-engaged panellists in Europe: GfK's Consumer Panel Business offers over 100,000 highly-engaged panellists and rich data assets on consumer household purchases. The Consumer Panel Business has a presence in 16 countries in core continental Europe producing household purchase data representing over 50% of European GDP and over 145 million consumer households.
·	Enhances YouGov's customer value proposition: Opportunity to provide a holistic 360-degree view of the consumer by connecting data from the Consumer Panel Business with YouGov's profiling, media consumption and brand data.
·	Opportunity to significantly enhance YouGov's US offering: The Acquisition presents an exciting opportunity to bring the Consumer Panel Business offering to the US using YouGov Plus panels and adding expertise in building SKU data product and barcode catalogue, creation and maintenance of household samples, and specialist data science to enhance insights.
·	Resilient through-cycle financial profile, growing recurring revenue share1 and expanding YouGov's operating profit margins2: The Consumer Panel Business contributes a resilient financial profile to the Group, with average contract length of 3 years, 99% average gross revenue retention3 within its largest segment, and approximately 66% of revenues from recurring subscription business4. The Acquisition is also expected to enhance YouGov's operating profit margin2.
·	Acquisition is mid-teens EPS accretive: The Acquisition is expected to result in mid-teens EPS accretion in the first full year of ownership pre-synergies5. Additional upside potential is provided by currently identified annual cost synergies of approximately £4 million6, further potential cost synergy realization during integration, and attractive revenue synergies from cross-sell, upsell and the US expansion opportunity.
·	Strong Cultural Alignment: YouGov sees strong cultural alignment between the two organisations given the Consumer Panel Business' rigorous approach to data, their use of data from highly-engaged panels, and their deployment of technology to deliver rich data and insights.

Consideration, Background to the Offer, and Timeline to Completion
·	YouGov plc has agreed to acquire the Consumer Panel Business of GfK SE in an all-cash transaction for a headline purchase price of €315 million.
·		Implies a sub-10x multiple on a trailing FY2022 EBITDA basis pre-synergies.
·		The headline purchase price is subject to adjustments to reflect a cash-free debt-free transaction, and assuming a normalised level of working capital. The adjustments are to be finalised using a completion accounts mechanism. Based on the current estimate of completion adjustments, the final cash consideration is expected to be lower than the headline purchase price.
·	The opportunity to acquire the Consumer Panel Business has arisen because the European Commission has required its divestment to an independent third party as a clearance condition for the merger of NielsenIQ and GfK SE announced in July 2022.
·		A transitional services agreement will remain in place for 12 months following completion of the Acquisition with an option to extend by an additional 6 months on two occasions (maximum 24 months) to ensure a smooth separation and integration process.
·		Consumer Panel Business management will remain with the business to drive the integration and continued success of the business.
·	The Acquisition is subject to customary closing conditions including any necessary regulatory approvals and works' council consultations in certain jurisdictions. Completion is expected in the second half of 2023.
·	In the year to 31 December 2022, the Consumer Panel Business generated revenues of €134 million and adjusted profit before tax of €24 million and as of 31 March 2023 had gross assets of €53 million7.
Financing & Capital Structure
·	YouGov will fund the Acquisition with a non-pre-emptive underwritten equity placing of new ordinary shares expected to raise gross proceeds of approximately £55 million (representing approximately 4.9% of YouGov's issued share capital), with the remainder of the cash consideration financed by a fully committed bridge debt facility and cash on balance sheet. The terms of the placing were announced separately today.
·	The Company expects net leverage at completion below 2x8, with the strong combined cash flow profile de-levering by approximately 0.5x per annum.
·	The Company's progressive dividend policy is expected to remain unchanged following the Acquisition.

Morgan Stanley is acting as lead financial adviser to YouGov in relation to the transaction with Numis acting as NOMAD. Citigroup is acting as debt provider and financial adviser to YouGov. DLA Piper is acting as legal adviser and KPMG is providing tax and structuring advice.

Stephan Shakespeare, YouGov Chief Executive Officer and Non-Executive Chair Designate, commented:

"We are delighted to be acquiring one of the leaders in European household purchase data and to be welcoming their employees into the YouGov fold. The business' approach to data collection and their geographic coverage are highly complementary to YouGov and we are fortunate to have been in a position to make this Acquisition, which brings exciting future growth opportunities.

This transaction is important for us strategically, extending our offering further into the under-penetrated FMCG sector, bringing with it long-standing relationships with a blue-chip client base. We are excited by the future potential of this combination, as it provides us with the opportunity to super-charge our customer value proposition by combining one of the richest data sets on household purchases with YouGov's existing media consumption and brand data.

We believe this transaction will support YouGov's stated ambition of becoming the world's #1 market research company."

Alex McIntosh, YouGov Chief Finance Officer, commented:

"We are thrilled to have the compelling opportunity to acquire such a high-quality asset and YouGov's strong financial position has made it possible for us to be agile during the assessment and transaction process.

Throughout this process we have worked closely with the Consumer Panel Business management team and have been very impressed with the foundation they have built. It is clear the management team share our ethos of using high quality panels and technology to provide data rich insights to their customers. We are looking forward to working with them over the coming months to develop detailed integration plans and achieve our shared vision of scaling their offering over the next few years under the YouGov Group."

Lars Nordmark, Interim CEO and CFO GfK, commented:

"With YouGov, we firmly believe we have found the perfect future owner for GfK's Consumer Panel Business and a solution in the best interests of all parties involved - especially for our clients and employees."

Enquiries

YouGov plc Stephan Shakespeare / Alex McIntosh / Hannah Jethwani	[phone]
Morgan Stanley (Lead Financial Advisor) Laurence Hopkins / Dominique Cahu / Conrad Griffin	[phone]
Numis Securities (NOMAD and Joint Broker) Nick Westlake / Iqra Amin	[phone]
Berenberg (Joint Broker) Mark Whitmore / Richard Andrews / Alix Mecklenburg-Solodkoff	[phone]
FTI Consulting Charles Palmer / Emma Hall	[phone]

About YouGov

YouGov is an international online research data and analytics technology group.

Our mission is to offer unparalleled insight into what the world thinks.

Our innovative solutions help the world's most recognised brands, media owners and agencies to plan, activate and track their marketing activities better.

With operations in the UK, the Americas, Europe, the Middle East, India, and Asia Pacific, we have one of the world's largest research networks.

At the core of our platform is an ever-growing source of consumer data that has been amassed over our twenty years of operation. We call it Living Data. All of our products and services draw upon this detailed understanding of our 24+ million registered individuals to deliver accurate, actionable consumer insights.

As innovators and pioneers of online market research, we have a strong reputation as a trusted source of accurate data and insights. Testament to this, YouGov data is regularly referenced by the global press, and we are the most quoted market research source in the world.

Important notices

The person responsible for arranging for the release of this announcement on behalf of YouGov is Alex McIntosh (CFO).

This Announcement is for information only and does not itself constitute or form part of an offer to sell or issue or the solicitation of an offer to buy or subscribe for securities referred to herein in any jurisdiction including, without limitation, the United States, any other Restricted Territory (as defined below) or in any jurisdiction where such offer or solicitation is unlawful. No public offering of securities will be made in connection with any securities referred herein in the United Kingdom, the United States, any other Restricted Territory or elsewhere. This Announcement is restricted and is not for publication, release, distribution or forwarding, in whole or in part, directly or indirectly, in or into the United States of America (including its territories and possessions, any  state of the United States and the District of Columbia (collectively, the "United States"), Australia, Canada, the Republic of South Africa, Japan (each a "Restricted Territory") or any other jurisdiction in which such release, publication, distribution or forwarding would be unlawful. No public offering of the securities referred to herein is being made in any such jurisdiction or elsewhere. This information has not been approved by the London Stock Exchange, nor is it intended to be so approved.

The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold or transferred directly or indirectly in or into the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any state or any other jurisdiction of the United States. No public offering of any securities referred to herein is being made in the United States.

Persons distributing this Announcement must satisfy themselves that it is lawful to do so. This Announcement is for information purposes only and shall not constitute an offer to sell or issue or the solicitation of an offer to buy, subscribe for or otherwise acquire securities in any jurisdiction. Any failure to comply with this restriction may constitute a violation of the securities laws of such jurisdictions. 

No offering document or prospectus will be made available in any jurisdiction in connection with the matters contained or referred to in this Announcement and no such offering document or prospectus is required (in accordance with the EU Prospectus Regulation or UK Prospectus Regulation) to be published.

Certain statements in this announcement are forward-looking statements, including with respect to YouGov's expectations, intentions and projections regarding its future performance, strategic initiatives, anticipated events or trends and other matters that are not historical facts and which are, by their nature, inherently predictive, speculative and involve risks and uncertainty because they relate to events and depend on circumstances that may or may not occur in the future. All statements that address expectations or projections about the future, including statements about operating performance, strategic initiatives, objectives, market position, industry trends, general economic conditions, expected expenditures, expected cost savings and financial results are forward‐looking statements. Any statements contained in this announcement that are not statements of historical fact are, or may be deemed to be, forward‐looking statements. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "could", "intend", "estimate", "expect", "may", "plan", "project" or words or terms of similar meaning or the negative thereof, are not guarantees of future performance and are subject to known and unknown risks and uncertainties. There are a number of factors including, but not limited to, commercial, operational, economic, and financial factors, that could cause actual results, financial condition, performance or achievements to differ materially from those expressed or implied by these forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond YouGov's ability to control or estimate precisely, such as changes in taxation or fiscal policy, future market conditions, currency fluctuations, the behaviour of other market participants, the actions of governments or governmental regulators, or other risk factors, such as changes in the political, social and regulatory framework in which YouGov operates or in economic or technological trends or conditions, including inflation, recession and consumer confidence, on a global, regional or national basis. Given those risks and uncertainties, readers are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of this announcement. YouGov and its affiliates, and any of its or their respective directors, officers, partners, employees, advisers, or agents (collectively, "Representatives") expressly disclaim any obligation or undertaking to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise unless required to do so by applicable law or regulation.

In particular, no statement in this announcement is intended to be a profit forecast or profit estimate and no statement of a financial metric (including estimates of EBITDA, profit before tax, free cash flow or net debt) should be interpreted to mean that any financial metric for the current or future financial years would necessarily match or exceed the historical published position of YouGov and its subsidiaries. The acquisition of the Consumer Panel Business by YouGov is structured as a carve out transaction. There is no standalone audited financial information available relating to the Consumer Panel Business. YouGov's assessment of the financial performance of the Consumer Panel Business and of the prospective target margins is based upon unaudited financial information and projections provided by GfK combined with YouGov's management assessment of the expected financial performance of the Consumer Panel Business. The position may be subject to change.  Certain statements in this announcement may contain estimates. The estimates set out in this announcement have been prepared based on numerous assumptions and forecasts, some of which are outside of YouGov's influence and/or control, and is therefore inherently uncertain and there can be no guarantee or assurance that it will be correct. The estimates have not been audited, reviewed, verified or subject to any procedures by YouGov's auditors. Undue reliance should not be placed on them and there can be no guarantee or assurance that they will be correct.

This announcement is being issued by and is the sole responsibility of YouGov. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by or on behalf of YouGov (apart from the responsibilities or liabilities that may be imposed by the Financial Services and Markets Act 2000, as amended or the regulatory regime established thereunder) or by its affiliates or any of its Representatives as to, or in relation to, the accuracy, adequacy, fairness or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers or any other statement made or purported to be made by or on behalf of YouGov or any of its affiliates or any of its Representatives in connection with YouGov and any responsibility and liability whether arising in tort, contract or otherwise therefore is expressly disclaimed.

Morgan Stanley & Co. International plc ("Morgan Stanley"), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively as financial adviser to YouGov and no one else in connection with the Acquisition. In connection with such matters, Morgan Stanley, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to anyone other than YouGov for providing the protections afforded to clients of Morgan Stanley nor for providing advice in connection with the Acquisition, the contents of this announcement or any matter referred to herein.

Numis Securities Limited ("Numis"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for YouGov and no one else in connection with the Acquisition and will not be responsible to anyone other than YouGov for providing the protections afforded to clients of Numis nor for providing advice in relation to the Acquisition or any other matter referred to herein. Neither Numis nor any of its group undertakings or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Numis in connection with the Acquisition or any matter referred to herein.

Citigroup Global Markets Limited ("Citi"), which is authorised by the Prudential Regulation Authority and regulated in the UK by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for YouGov and for no one else in connection with the Acquisition and will not be responsible to anyone other than YouGov for providing the protections afforded to clients of Citi nor for providing advice in connection with the Acquisition, or any other matters referred to in this announcement. Neither Citi nor any of its affiliates, directors or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, in tort, in delict, under statute or otherwise) to any person who is not a client of Citi in connection with this announcement, any statement contained herein, the Acquisition or otherwise.

1	Revenue derived from multi-year contracts and one-year contracts expected to renew.
2	YouGov financials based on audited published financial information for the 12-month period ended 31 July 2022, GfK financials based on management estimates and calendarized to July-YE. Pro-Forma numbers are calculated based on these standalone figures. The FY2022 operating profit margin for YouGov increases from 16.4% to 17.8% on a pro forma basis.
3	Gross revenue retention measures how much of the monthly recurring revenue is retained each month after subtracting the effects of churn or downgrades to lower-priced products, but not the effects of upgrades.
4	Revenue derived from multi-year contracts and one-year contracts expected to renew.
5	EPS accretion calculated using the pro-forma financials based on standalone financials of YouGov (based on analyst consensus) and calendarized financials of GfK CPB based on management estimates.
6	Based on YouGov management estimates.
7	Financial information is based on unaudited financial information provided in relation to the Consumer Panel Business which has been assessed by and on behalf of YouGov.
8	Net leverage calculated by dividing proforma net debt by Adjusted EBITDA (YouGov values based on analyst consensus (July-YE), including related acquisition financing, and Consumer Panel Business values based on management estimate calendarized to July-YE).

 

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