REG - Informa PLC - Informa 2025-2030: A Growth Platform

InformaAnnouncement

09/10/2024 07:30

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20241009:nRSI4611Ha&default-theme=true

RNS Number : 4611H  Informa PLC  09 October 2024

 Informa LEI: 5493006VM2LKUPSEDU20

Informa PLC Press Release

9 October 2024

Informa: 2025-2030 - A platform for growth

Structural strength in B2B and Academic markets, Market Leading Positions,
Specialist Brands and Proprietary Data

Informa (LSE: INF.L), the international B2B Events, B2B Digital Services and
Academic Markets Group is further strengthening in Live B2B Events following
the completion of the Ascential plc acquisition through the creation of
Informa Festivals, in addition to the planned expansion in B2B Digital
Services through the prospective creation of Informa TechTarget.

 Stephen A. Carter, Group Chief Executive, said:

 "The completion of the Ascential acquisition, creation of Informa Festivals
 and prospective creation of Informa TechTarget will establish leadership and
 scale in all our chosen B2B market segments, complementing our strength in
 Academic markets and creating a platform for growth from 2025 to 2030."

 He added: "Over the last four years, our strategy has been to build further
 strength and depth in B2B businesses, targeting new growth opportunities as
 the Live B2B Events market segments and becomes increasingly sophisticated,
 and B2B Digital Services mature."

Key Highlights

·      A Growth Platform…Growth, focus and reinvestment over the last
four years has enabled Informa to build further scale and depth across our
three core markets of Live & On-Demand B2B Events, B2B Digital Services
and Academic Markets. This will see the Group enter 2025 with revenues of
£4bn+/$5bn+ and delivering consistent 5%+ underlying revenue growth;

·      Focus, scale and growth in B2B Events...In 2025, we are updating
our B2B operating model to take full advantage of future growth opportunities
as the Live B2B Events market matures and segments, establishing three focused
Live B2B Events businesses, each serving a high growth, high value segment of
the market:

·      Informa Markets…Transaction-led B2B Events creating a
marketplace for B2B Buyers, B2B Sellers and the supply chain to meet,
discover, promote and trade;

·      Informa Connect…Content-led B2B Events convening industries,
delivering original professional content, recognised professional
accreditation, market access services and high value networking;

·      Informa Festivals…Experience-led Events at the heart of
industries, inspiring and celebrating business through high impact, immersive
content, deep community connections, professional development and personal
enrichment;

·      Creation of Informa Festivals...New business established from 1
January 2025 to showcase the growth and value of Experience-led B2B Events,
characterised by dynamic end-markets, immersive content, community
connections, professional development and personal inspiration. This includes
Lions (Marketing), Money20/20 / Finovate (Fintech), Black Hat (Cyber
Security), GDC (Gaming) and London Tech Week / Africa Tech Festival (Future
Tech);

·      B2B Digital Services...Our strategy to build a leading, scalable
platform in B2B Digital Services is progressing, with the proposed combination
of Informa Tech's Digital Businesses with NASDAQ-listed TechTarget expected to
complete in the fourth quarter. Long-term growth in Enterprise Technology and
its use of B2B Digital Services is strong but current market momentum remains
subdued, with key customer spend still broadly flat through the third quarter;

·      Academic Markets…In 2024, Taylor & Francis is on track to
deliver strong double-digit underlying growth, augmented by Data Access
Agreements with LLM partners. These revenues are a mixture of underlying
recurring revenues through to 2027 and significant in-year revenues in 2024.
More broadly, performance is consistent, with higher volumes in Open Research
balanced by softness in traditional areas of print books;

·      2024 guidance reconfirmed...Informa's underlying trading
performance remains strong, with the Group on track to meet previously
upgraded full year guidance, including double-digit Underlying Revenue Growth,
Group Revenue of £3.5bn+, Adjusted Operating Profit of £970m+ (up to £1bn)
and Free Cash Flow of £740m+ (GBP/USD 1.26 and excluding any effect of the
proposed combination with TechTarget and acquisition of Ascential).

The Informa Group: A Growth Platform

The strong underlying performance of our businesses over recent years,
combined with the benefit of inorganic investments, including the creation of
Informa Festivals and the prospective creation of Informa TechTarget, both
expands and strengthens Informa's operating model.

Structural growth in B2B and Academic markets, combined with the strength of
our market positions, Specialist Brands and Proprietary Data, creates a strong
platform for growth from 2025 to 2030.

The Informa Group from 2025

Update to post-offer intention statement with respect to Ascential plc

Pursuant to the requirements of Rule 19.6(b) of the City Code on Takeovers and
Mergers, Informa notes that the scheme document relating to Informa's
recommended cash acquisition of Ascential plc contained the following
post-offer intention statement: "Ascential's brands will become an integral
part of Informa's events business and Informa intends that the Lions and
Money20/20 businesses will operate within the Informa Connect operating
division." Informa confirms that as a result of the statements set out above,
Informa Festivals will now become a separate division from Informa Connect.

 

 Enquiries
 Stephen A. Carter, Group Chief Executive                  +44 (0) 20 8052 0400
 Gareth Wright, Group Finance Director                     +44 (0) 20 8052 0400
 Richard Menzies-Gow, Director of IR & Communications      +44 (0) 20 8052 2787
 Tim Burt / Anthony Di Natale - Teneo                      +44 (0) 7583 413254 / +44 (0) 7880 715975

 

Additional Information and Where to Find It

In connection with the proposed transaction (the "proposed transaction"), Toro
CombineCo, Inc. ("NewCo") filed with the Securities and Exchange Commission
(the "SEC") a registration statement on Form S-4 (File No. 333-280529)
containing a preliminary proxy statement of TechTarget, Inc. ("TechTarget")
that also constitutes a preliminary prospectus of NewCo (the "Proxy
Statement/Prospectus"). The Proxy Statement/Prospectus is not final and may be
amended. A definitive Proxy Statement/Prospectus will be mailed to
stockholders of TechTarget. TechTarget and NewCo may also file other documents
with the SEC regarding the proposed transaction. This communication is not a
substitute for any proxy statement, registration statement or prospectus, or
any other document that TechTarget or NewCo (as applicable) may file with the
SEC in connection with the proposed transaction.  BEFORE MAKING ANY VOTING OR
INVESTMENT DECISION, TechTarget INVESTORS AND SECURITY HOLDERS ARE URGED TO
READ CAREFULLY AND IN THEIR ENTIRETY THE PRELIMINARY PROXY
STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL
BE FILED BY TechTarget OR NEWCO WITH THE SEC, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THESE DOCUMENTS, IN CONNECTION WITH THE PROPOSED TRANSACTION
WHEN THEY BECOME AVAILABLE, BECAUSE THESE DOCUMENTS CONTAIN OR WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS.
TechTarget investors and security holders may obtain free copies of the
preliminary Proxy Statement/Prospectus filed on June 27, 2024, as amended by
Amendment No. 1 to Form S‑4 filed on September 4, 2024, and Amendment
No. 2 to Form S-4 filed on September 26, 2024, and will be able to obtain
copies of the definitive Proxy Statement/Prospectus (when it becomes
available), as well as other filings containing important information about
TechTarget, NewCo, and other parties to the proposed transaction (including
Informa PLC ("Informa")), without charge through the website maintained by the
SEC at www.sec.gov. Copies of the documents filed with the SEC by TechTarget
will be available free of charge under the tab "Financials" on the "Investor
Relations" page of TechTarget's internet website at
www.investor.techtarget.com or by contacting TechTarget's Investor Relations
Department at investor@techtarget.com

Participants in the Solicitation

TechTarget, NewCo and Informa, and their respective directors and certain of
their respective executive officers and employees may be deemed to be
participants in the solicitation of proxies from TechTarget's stockholders in
connection with the proposed transaction. Information regarding the directors
of Informa is contained in Informa's annual reports and accounts available on
Informa's website at www.informa.com/investors and in the National Storage
Mechanism at data.fca.org.uk/#/nsm/nationalstoragemechanism. Information
regarding the directors and executive officers of TechTarget is contained in
TechTarget's proxy statement for its 2024 annual meeting of stockholders,
filed with the SEC on April 17, 2024, and in other documents subsequently
filed with the SEC. Additional information regarding the participants in the
proxy solicitations and a description of their direct or indirect interests,
by security holdings or otherwise, is included in the preliminary Proxy
Statement/Prospectus filed on June 27, 2024, as amended by Amendment No. 1
to Form S‑4 filed on September 4, 2024, and Amendment No. 2 to Form S-4
filed on September 26, 2024, and will be contained in the definitive Proxy
Statement/Prospectus and other relevant materials that are filed or will be
filed with the SEC (when they become available). These documents can be
obtained free of charge from the sources indicated above.

No Offer or Solicitation

This [Current Report on Form 8-K][press release] communication  is for
informational purposes only and is not intended to and does not constitute an
offer to sell or the solicitation of an offer to buy any securities, or a
solicitation of any vote or approval, nor shall there be any offer,
solicitation or sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act of 1933, as amended.

Cautionary Note Regarding Forward-Looking Statements(( 1  (#_ftn1) ))

This [Current Report on Form 8-K][press release] communication  contains
"forward-looking" statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934
that involve substantial risks and uncertainties. All statements, other than
historical facts, are forward-looking statements, including: statements
regarding the expected timing and structure of the proposed transaction; the
ability of the parties to complete the proposed transaction considering the
various closing conditions; the expected benefits of the proposed transaction,
such as improved operations, enhanced revenues and cash flow, synergies,
growth potential, market profile, business plans, expanded portfolio and
financial strength; the competitive ability and position of NewCo following
completion of the proposed transaction; legal, economic, and regulatory
conditions; and any assumptions underlying any of the foregoing.
Forward-looking statements concern future circumstances and results and other
statements that are not historical facts and are sometimes identified by the
words "may," "will," "should,"  "potential," "intend," "expect," "endeavor,"
"seek," "anticipate," "estimate," "overestimate," "underestimate," "believe,"
"plan," "could," "would," "project," "predict," "continue," "target," or the
negatives of these words or other similar terms or expressions that concern
TechTarget's or NewCo's expectations, strategy, priorities, plans, or
intentions. Forward-looking statements are based upon current plans,
estimates, and expectations that are subject to risks, uncertainties, and
assumptions. Should one or more of these risks or uncertainties materialize,
or should underlying assumptions prove incorrect, actual results may vary
materially from those indicated or anticipated by such forward-looking
statements. We can give no assurance that such plans, estimates, or
expectations will be achieved, and therefore, actual results may differ
materially from any plans, estimates, or expectations in such forward-looking
statements.

Important factors that could cause actual results to differ materially from
such plans, estimates, or expectations include, among others: that one or more
closing conditions to the proposed transaction, including certain regulatory
approvals, may not be satisfied or waived, on a timely basis or otherwise,
including that a governmental entity may prohibit, delay, or refuse to grant
approval for the consummation of the proposed transaction, may require
conditions, limitations, or restrictions in connection with such approvals or
that the required approval by the shareholders of TechTarget may not be
obtained; the risk that the proposed transaction may not be completed in the
time frame expected by TechTarget, NewCo or Informa, or at all; unexpected
costs, charges, or expenses resulting from the proposed transaction;
uncertainty of the expected financial performance of NewCo following
completion of the proposed transaction; failure to realize the anticipated
benefits of the proposed transaction, including as a result of delay in
completing the proposed transaction or integrating the relevant portion of the
Informa tech digital businesses with the business of TechTarget; the ability
of NewCo to implement its business strategy; difficulties and delays in
achieving revenue and cost synergies of NewCo; the occurrence of any event
that could give rise to termination of the proposed transaction; potential
litigation in connection with the proposed transaction or other settlements or
investigations that may affect the timing or occurrence of the proposed
transaction or result in significant costs of defense, indemnification, and
liability; evolving legal, regulatory, and tax regimes; changes in economic,
financial, political, and regulatory conditions, in the United States and
elsewhere, and other factors that contribute to uncertainty and volatility,
natural and man-made disasters, civil unrest, pandemics, geopolitical
uncertainty, and conditions that may result from legislative, regulatory,
trade, and policy changes associated with the current or subsequent U.S.
administration; risks related to disruption of management time from ongoing
business operations due to the proposed transaction; certain restrictions
during the pendency of the proposed transaction that may impact TechTarget's
ability to pursue certain business opportunities or strategic transactions;
TechTarget's, NewCo's and Informa's ability to meet expectations regarding the
accounting and tax treatments of the proposed transaction; the risk that any
announcements relating to the proposed transaction could have adverse effects
on the market price of TechTarget's common stock; the risk that the proposed
transaction and its announcement could have an adverse effect on the ability
of TechTarget to retain customers and retain and hire key personnel and
maintain relationships with customers, suppliers, employees, stockholders,
strategic partners and other business relationships and on its operating
results and business generally; market acceptance of TechTarget's and the
relevant portion of the Informa Tech digital businesses' products and
services; the impact of pandemics and future health epidemics and any related
economic downturns, on TechTarget's business and the markets in which it and
its customers operate; changes in economic or regulatory conditions or other
trends affecting the internet, internet advertising and information technology
industries; data privacy and artificial intelligence laws, rules, and
regulations; the impact of foreign currency exchange rates; certain
macroeconomic factors facing the global economy, including instability in the
regional banking sector, disruptions in the capital markets, economic
sanctions and economic slowdowns or recessions, rising inflation and interest
rate fluctuations on TechTarget's and the relevant portion of the Informa Tech
digital businesses' results and other matters included in TechTarget's filings
with the SEC, including in Item 1A of its Annual Report on Form 10-K for the
year ended December 31, 2023. These risks, as well as other risks associated
with the proposed transaction, are more fully discussed the preliminary Proxy
Statement/Prospectus filed on June 27, 2024, as amended by Amendment No. 1
to Form S‑4 filed on September 4, 2024, and Amendment No. 2 to Form S-4
filed on September 26, 2024, and will be contained in the definitive Proxy
Statement/Prospectus and other relevant materials that are filed or will be
filed with the SEC (when they become available). While the list of factors
presented here and in the preliminary Proxy Statement/Prospectus are, and the
list of factors to be presented in definitive Proxy Statement/Prospectus will
be, considered representative, no such list should be considered to be a
complete statement of all potential risks and uncertainties. Unlisted factors
may present significant additional obstacles to the realization of
forward-looking statements. We caution you not to place undue reliance on any
of these forward-looking statements as they are not guarantees of future
performance or outcomes and that actual performance and outcomes, including,
without limitation, our actual results of operations, financial condition and
liquidity, and the development of new markets or market segments in which we
operate, may differ materially from those made in or suggested by the
forward-looking statements contained in this communication.

Any forward-looking statements speak only as of the date of this
communication. None of TechTarget, NewCo or Informa undertakes any obligation
to update any forward-looking statements, whether as a result of new
information or developments, future events, or otherwise, except as required
by law. Neither future distribution of this communication nor the continued
availability of this communication in archive form on TechTarget's website at
www.investor.techtarget.com or Informa's website at www.informa.com/investors
should be deemed to constitute an update or re-affirmation of these statements
as of any future date.

 

 1  (#_ftnref1) Note to Draft: If sending without other soliciting legends,
appropriate defined terms will need to be added.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  MSCFZMGGFRNGDZZ