TIDMSECG
RNS Number : 5938J
SEC Newgate S.p.A.
23 December 2020
23 December 2020
SEC Newgate S.p.A.
("SEC Newgate" or the "Company" or the "Group")
Acquisition of majority stake in German consultancy Orca
Affairs, Berlin
SEC Newgate S.p.A. (AIM: SECG), the insight-driven global
strategic communications group that works at the nexus of business,
politics, communities, markets and media, is pleased to announce
that it has signed agreements ("Agreements") to acquire a 60%
shareholding in four tranches (15% per annum until 2024) in Orca
Affairs GmbH ("Orca Affairs") (the "Acquisition") in line with the
Group's Strategic Plan 2021/2023 and stated acquisition
strategy.
Orca Affairs, based in Berlin, has a strong track record in
public and corporate affairs at a national level. The agency's
specialist consultants offer a broad portfolio of services,
including Institutional events, communications strategies, public
affairs, media relations and digital consultancy, brand management,
media training and coaching to companies and public institutions
across a diverse range of sectors.
Orca Affairs is an award-winning agency and was founded in 2012
by well-known professional Michael T. Schroeder, its founder,
Managing Director and sole shareholder. P reviously CEO and
Chairman of Hill & Knowlton Germany, Michael has extensive
experience in advising national and international companies and
institutions, particularly in the areas of political and corporate
communications. His reputation and recognition in the
communications industry at a global level was further enhanced in
his role as President of IPREX, the international PR agency
network, from 2014 to 2017.
The initial consideration comprises a completion cash payment of
EUR0.7 million for a 15% of the issued share capital of Orca
Affairs ("First Tranche") , with attached voting rights of 60%
passing to SEC upon signing of the Agreements. The First Tranche
consideration is payable on 1 April 2021, with the economic
benefits transferring from 1 January 2021. Under the terms of the
Agreements, SEC Newgate will make three further cash payments of
deferred consideration in April 2022, 2023 and 2024 through an
earn-out mechanism linked to the Orca Affairs' EBITDA for the
financial years ending on 31 March 2021, 2022 and 2023, in each
instance for further 15% tranches of the issued share capital of
Orca Affairs. The total Acquisition consideration is subject to a
minimum of EUR2.2 million and is capped at EUR3.5 million. In the
year ended 31 December 2019, Orca Affairs' turnover was EUR10.5
million with profit before tax of EUR2.2 million, in part
influenced by short-term extraordinary business which is not
continuing into 2021. The Acquisition will be earnings enhancing in
2021.
As part of SEC Newgate, Orca Affairs will benefit from the scale
necessary to continue to build its business at a local, regional,
national and international level. Orca Affairs will be able to
leverage the central SEC Newgate team to support the promotion its
services to large global corporations. Orca Affairs' existing
management and partners will continue to run the business,
retaining the values, culture and ethos for which Orca Affairs is
known. Michael will join SEC Newgate's Manager Committee, a
governance body comprising all SEC Newgate group companies'
managing directors. He will be assisted by Tanja Schüle, currently
the managing director of Kohl PR, SEC Newgate's existing German
agency, who will become Orca Affairs' general manager.
Fiorenzo Tagliabue, CEO of SEC Newgate S.p.A. , said:
" I warmly welcome on board Michael and the whole Orca Affairs'
team. I am sure they will find that this is the right environment
for them to further develop and grow their business in a culture
with an obsession for excellence, in making a real difference, and
always with an entrepreneurial spirit. Today's acquisition
consolidates and strengthens our position in Continental Europe's
largest market and matches with our size, ambitions and
potential."
Michael Schroeder, Managing Director of Orca Affairs GmbH,
said:
"This is a very important step for Orca Affairs. It strengthens
our international position and we look forward to working together
with SEC Newgate and their partners around their ever increasing
global footprint to drive the Group's growth. We believe this will
add professional values and skills to us, both as an agency and
also to our staff individually."
-end-
SEC Newgate S.p.A.
Fiorenzo Tagliabue (Group CEO) Telephone: +39 335 6008858
tagliabue@secrp.com
Sergio Penna (Group CFO) penna@secrp.com
Arden Partners (Nominated Adviser
and Broker)
Richard Johnson / Benjamin Cryer Telephone: +44 207 614
5900
Notes to Editors
About SEC Newgate
> SEC Newgate is an insights and research-driven global
strategic communications and advocacy group. Its team works at the
nexus of business, politics, communities, markets and media to
deliver positive outcomes, helping clients clearly demonstrate
their purpose, value and impact locally, nationally and
internationally.
> Its team of over 600 professionals are based in 36 offices,
in 16 countries across six continents, providing clients with
around the clock counsel and support, implementing campaigns from
London to Sydney, from Milan to Bogota, and Berlin to Shanghai.
> The Group's entrepreneurial roots started in 1989 when SEC
S.p.A. was created by Fiorenzo Tagliabue. It became the number one
agency in Italy and developed a European presence. Today it is a
top 30 global strategic communications group.
> Further information is available at www.secnewgate.com
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END
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December 23, 2020 02:00 ET (07:00 GMT)
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