International business-to-business media group Tarsus has agreed to acquire 51 per cent of Indonesian exhibition organiser PT Infrastructure Asia (PTIA) from PT Event Pro International.
Tarsus will pay an initial cash consideration on completion of $0.5m (approximately £0.3m) for the 51% interest, with estimated total deferred payments of approximately $2.4m (approximately £1.5m) in aggregate during 2014 and 2015.
Both Tarsus and the vendor have conditional put and call options at various points in 2016 and 2017 in respect of the outstanding 49% shareholding in PTIA. The total consideration for 100% of PTIA has been capped at $23m (approximately £14m).
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The acquisition provides Tarsus with an important hub in the fast growing Indonesian exhibition market. It is expected to enable the group to develop a range of infrastructure sector exhibitions and provide a platform with which to launch a number of new exhibitions, primarily drawing on Tarsus's existing brands.
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The founders and the existing management will continue to run the business following the acquisition.
The consideration will be met from Tarsus's existing cash resources and it is expected to be earnings enhancing in the current financial year ending December 31st 2013 and thereafter. For the year ended December 31st 2011, PTIA recorded an unaudited break-even profit before tax. PTIA's unaudited gross assets as at December 31st 2011 were $0.1m (approximately £0.1m).
The acquisition is conditional on normal Indonesian regulatory approvals and is expected to completein the first quarter of 2013.
Douglas Emslie, Tarsus Group Managing Director, said: "PTIA is an excellent fit with our strategic objective of quickening the pace of our earnings by investing in fast growth markets.
"PTIA has the leading events serving the Indonesian infrastructure sector, which is earmarked to receive an unprecedented $243 billion of investment by 2025."
He added: "The Indonesian market is undergoing a period of rapid change, with a marked shift away from its historical emphasis on consumer events towards B2B exhibitions. As a result we would expect PTIA to experience strong organic growth supplemented by bolt-on acquisitions."
Tarsus' share price was unchanged at 197.25p at 09:31 on Wednesday morning.
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