company, and Multex.com, Inc. (Nasdaq: MLTX), a premier provider of global
financial information, have entered into a definitive agreement for Reuters
to acquire Multex for $7.35 (Â£4.56) per share in cash.
Based in New York, Multex offers comprehensive financial information on over
25,000 active companies worldwide and earnings estimate data on over 16,000
companies in 60 countries. It reported 2002 revenue of $92.4 million (Â£57.4
million), EBITDA of $11.5 million (Â£7.1 million) and a net loss of $7.4
million (Â£4.6 million), in accordance with US GAAP. The acquisition covers
net assets with a book value at 31 December 2002 of $109.0 million (Â£68.0
million), including $50.6 million (Â£31.0 million) of cash.
Reuters currently owns 6% (1.94 million) of Multex's 32.5 million
outstanding shares. Senior management of Multex, who own approximately 5% of
Multex not including options, have committed to support the deal by
tendering their shares.
Under the agreement, Reuters will begin a tender offer within the next few
days for all outstanding shares of Multex. The tender offer will be followed
by a merger in which all remaining Multex shareholders will receive the same
per share price. Net of Multex's estimated cash and the 6% interest already
held by Reuters, and taking account of transaction expenses, the cash cost
to Reuters will be approximately $195.0 million (Â£121.0 million).
The acquisition agreement has been approved by the boards of directors of
both companies and is subject to customary conditions, including standard
Multex possesses significant content assets, access to the research
community and market experience that are expected to bring substantial
benefits to Reuters and its customers. It strengthens the Group's financial
information products with the addition of deeper global company information
and estimates as well as global research content. Reuters will combine these
assets with its own to offer the producers and consumers of investment
research innovative, cost-effective solutions. Outside of the professional
financial markets, Reuters will use these assets to create segmented online
financial news, data and research products for retail consumers as well as
corporate and media customers.
Tom Glocer, Reuters Group Chief Executive, said: "Multex will play an
important part in "Fast Forward," our drive to become a more competitive,
focused and profitable information company. We know this company well. It
offers compelling information and products that are valued by financial
professionals and consumers alike. At a time of structural change in the
financial markets, its investment research assets and relationships are
"We plan a quick and full integration that we expect to yield cost savings
within both organisations and that will enable us to take Multex's business
to scale with the help of Reuters global distribution infrastructure. Multex
and its talented staff will add lasting value to Reuters."
Isaak Karaev, Chairman and Chief Executive Officer of Multex, said: "Our
dedicated employees have worked extremely hard to make our company such a
success, and I am very excited by the possibilities of the combined
organisation. Since our inception, Multex has developed outstanding products
and has established solid relationships with our clients and partners.
During these years, we enjoyed an excellent working relationship with
Reuters across both our institutional and retail products and are familiar
with each other's business.
"Reuters leading brand, scale, and market reach are exceptionally valuable
assets that will allow us to deepen our penetration into the markets we each
serve. I look forward to fully integrating our products and relationships
with Reuters. Together, we will enhance our competitive position, open up
areas for growth, and maximise our ability to offer high value products to
Karaev will become President of Reuters Investment Banking and Brokerage
segment after the acquisition closes.
The offer requires that sufficient shares be tendered for Reuters to obtain
at least a majority of Multex's fully diluted shares when added to the 6%
interest it already holds. Subject to satisfaction of its conditions, the
tender offer is expected to be completed by the end of March. Following the
subsequent merger, Multex will become a wholly-owned subsidiary of Reuters.
Under UK GAAP, Reuters expects the acquisition to reduce normalised profit
before tax by approximately Â£10.0 million ($16.0 million) in 2003 as a
result of integration and financing costs. The acquisition is expected to
have a positive impact thereafter.
J.P. Morgan plc acted as financial advisor and Sullivan & Cromwell LLP
served as legal counsel to Reuters. Bear, Stearns & Co. Inc. acted as
financial advisor and Davis, Polk & Wardwell served as legal counsel to
Multex. In addition, MacKenzie Partners, Inc. has been retained by Reuters
to act as Information Agent for its tender offer.