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InformaAnnouncement

08/05/2024 07:00

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RNS Number : 5123N  Informa PLC  08 May 2024

Informa LEI: 5493006VM2LKUPSEDU20

Informa PLC: Press Release

8 May 2024

Market Update

Continuing momentum and growth

Informa (LSE: INF.L), the international B2B Events, B2B Digital Services and
Academic Markets Group, today issued an update on trading, key appointments
and progress on its TechTarget combination.

 Stephen A. Carter, Group Chief Executive, Informa, said:

 "All Informa's businesses are performing ahead or in line with 2024 targets,
 delivering growth and momentum which sees us delivering at the upper end of
 guidance range. Consequently, we are increasing our 2024 share buyback program
 by c.50% to £500m. At the same time, we are strengthening our Leadership Team
 with key appointments, both in our Academic Markets business, as well as in
 the management of our Data, Brands and Intellectual Property."

 He concluded: "I am thrilled to see Executives of Penny and Jill's quality and
 experience joining the leadership team at Informa. Our business is in growth,
 it is expanding, and we see lots of opportunities ahead. I am convinced they
 will help us get there faster and capture more of them."

Highlights

·      Strong operating performance…All businesses delivering ahead of
or in line with 2024 targets; we are now performing to the upper end of market
guidance on revenues, adjusted operating profit and free cash flow;

·      Executive appointments:

o  Taylor & Francis Chief Executive…Penny Ladkin-Brand joins the
Informa Leadership Team as the Chief Executive of Taylor & Francis;
bringing extensive experience of specialist publishing, online platforms and
digital acceleration;

o  Group Chief Marketing Officer… Jill Dougan joins the Informa Leadership
Team in the newly created role of Group Chief Marketing Officer to create
further value from Informa's extensive Brand portfolio, Intellectual Property
and growing First Party Data;

·      TechTarget combination progress…Proposed creation of
NASDAQ-listed New TechTarget, as a Leading B2B Growth Accelerator for
Technology companies, on track for Q4 2024;

·      Accelerating Shareholder Returns… 2024 share buyback programme
increased to £500m, expanded by a further £160m;

·      AI Partnership and Data Access Agreement…Non-exclusive agreement
signed with Microsoft, including Access to Advanced Learning content and data,
and a Partnership to explore AI expert applications.

Market Guidance

                                             2024 Updated Guidance  2024 Current Guidance  2023 Reported
 Group Underlying Revenue Growth             High single digit      High single digit      30.4%
 Revenues                                    Upper end of range     £3,450m - £3,500m      £3,189.6m
 Adjusted Operating Profit                   Upper end of range     £950m - £970m          £853.8m
 Adjusted Free Cash Flow                     £720m++                £720m+                 £631.7m
 B2B Markets Underlying Revenue Growth       High single digit      High single digit      39.2%
 Academic Markets Underlying Revenue Growth  5%+                    4%                     3.0%

*Guidance excludes any effect of the proposed combination with TechTarget;
GBP/USD 1.25

Strong Operating Performance

The Informa Group has continued to deliver strong performances through the
first four months of the year, with underlying revenue growth across both B2B
Markets (Informa Markets, Informa Connect and Informa Tech) and Academic
Markets in line or ahead of our expectations.

Momentum is strong across all major geographic regions, including North
America, Asia and IMEA (India, Middle East & Africa), with notable
performances in B2B Markets in Healthcare (Arab Health), Manufacturing (IME
West), Technology (LEAP), Real Estate & Construction (World of Concrete)
and Aviation (MRO Americas), amongst others.

Our first major B2B brand that traded in Mainland China in 2024 was in
Hospitality & Food in April (Hotelex Shanghai & Expo Food), delivering
healthy year-on-year growth, and our major Beauty brand (China Beauty) in May
is tracking to plan.

Key 2023 portfolio additions (Tarsus, Winsight, HIMSS) are contributing as
planned to our momentum and growth. The flagship HIMSS healthcare technology
brand took place in March, delivering attendee and exhibitor growth, and the
major Food Services brand (National Restaurant Association Show) is similarly
on track to deliver strong year-on-year growth in May.

In Academic Markets, we completed the first quarter with strong subscription
renewals and continued growth in Open Research submission and publishing
volumes. Today's Partnership and Data Access Agreement with Microsoft, which
runs from 2024 to 2027, will extend the use of AI within our business and
underlines the unique value of our Intellectual Property. The combination of
operating performance and this partnership agreement sees us performing to
full year underlying revenue growth of 5%+.

Executive Appointments

Informa has confirmed two key additions to the Informa Executive Leadership
Team, adding further strength both in the management of our Brands and
Intellectual Property and in the Leadership of our Academic Markets business.

Penny Ladkin-Brand appointed Chief Executive of Taylor & Francis

Penny Ladkin-Brand joins the Informa Leadership Team as the Chief Executive of
Taylor & Francis. She brings considerable growth-oriented leadership
experience in specialist publishing, digital acceleration and the development
of online platforms.

Penny is currently Chief Financial and Strategy Officer at Future plc, having
previously been Commercial Director at Autotrader Plc. Penny joined Future, a
print-led specialist media business in 2015 and partnered with the CEO to grow
the business tenfold into a specialist media platform through a combination of
organic and inorganic growth. Penny is also Chair of Next 15 Group Plc, the
data-driven growth consultancy.

Penny Ladkin-Brand, said:

"I am delighted to be joining Informa, an ambitious, growth-oriented business.
Taylor & Francis is a leader in Scholarly Research, an international
business and an innovator in both Humanities and Science, with significant
potential for further growth, innovation and expansion. I am excited by the
many opportunities ahead."

Jill Dougan appointed Group Chief Marketing Officer

Jill Dougan joins the Informa Leadership Team in the newly created role of
Group Chief Marketing Officer. She brings over 30 years' experience in Sales,
Marketing, Customer Insights, Data Insights and Brand, both in B2B and B2C
companies, latterly through a number of senior roles at Centrica plc.

As the Group continues to expand internationally, the effective management of
our First Party Data, Brands and Intellectual Property is becoming
increasingly important in unlocking new revenue opportunities. This is
illustrated by today's Partnership and Access Agreement (Intellectual
Property) and similarly through our recent expansion in the Kingdom of Saudi
Arabia (Brands) and the TechTarget combination (First Party Data).

Jill will focus on creating further value from Informa's First Party Data,
Brands and Intellectual Property.

Jill Dougan, said:

"I am excited to be joining such a fast-paced, international business as
Informa. The Group has a unique set of specialist brands and first party data,
and significant embedded value across its portfolio of intellectual property,
creating numerous growth opportunities in today's increasingly data-driven,
digitally enabled world. I am looking forward to contributing to the Group's
future success."

AI Development and Deployment

We continue to drive product benefits and operating efficiencies through the
deployment of AI across both our B2B Markets businesses (Informa Markets,
Informa Connect, Informa Tech) and our Academic Markets business, Taylor &
Francis, including in research submission, authenticity screening, validation
and accuracy, customer response and content summaries.

Special expert agents are becoming a feature of many AI deployments, and today
we are increasing our focus on this area with Microsoft through a
non-exclusive Partnership and Data Access Agreement. This expands on our
existing enterprise technology partnership to explore how the use of AI can
drive innovation and improve productivity across the Informa Group.

Specifically, this agreement includes exploring the development of specialised
expert agents based on unique content, starting with Taylor & Francis'
Advanced Learning content and data.

The partnership will focus on four core areas:

1.    Improved Productivity:  Explore how AI can enable more effective ways
of working at Informa, streamlining operations, utilising Copilot for
Microsoft 365 to enable Colleagues to work more efficiently, and enhancing the
capabilities of Informa's existing AI and data platforms (IIRIS);

2.    Citation Engine:  Collaborate to further develop automated citation
referencing, using the latest technology to improve speed and accuracy;

3.    Specialist Expert Agent: Explore the development of specialised expert
agents for customers such as authors and librarians to assist with research,
understanding and new knowledge creation/sharing;

4.    Data Access: Provide non-exclusive access to Advanced Learning content
and data to help improve relevance and performance of AI systems.

The agreement includes payment to Informa of both an initial data access fee
($10m+) and a recurring payment across three years (2025, 2026, 2027).

Similar to other Informa contracts, the agreement protects intellectual
property rights, including limits on verbatim text extracts and alignment on
the importance of detailed citation references.

TechTarget proposed combination on track for Q4 2024

We continue to make good progress on the proposed combination of Informa
Tech's Digital Businesses (Industry Dive, Omdia, Canalys, NetLine and the
Digital Media Brands) with US-listed TechTarget.

New TechTarget, which will be headquartered and listed in the US, will
accelerate Informa's ambition in B2B Digital Services, with a clear goal to
become a leading B2B growth accelerator for Technology companies.

The procedural elements of the combination continue to progress to plan, with
the Hart-Scott Rodino's waiting period having expired and with the focus now
on preparing the Proxy Statement for filing with the SEC. On current course
and speed, we continue to expect completion in the second half of the year,
with New TechTarget launching from Q4 2024.

Accelerating Shareholder Returns

The Group's strong operating performance, continuing cash flow strength and
forward visibility lead to a c.50% increase in our 2024 share buyback
commitment to £500m.

To date in 2024, we have bought back c.£180m of shares at an average share
price of c.798p, leading to the cancellation of c.22.5m shares.

 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

About TechTarget

TechTarget (NASDAQ: TTGT) is the global leader in purchase intent-driven
marketing and sales services that deliver business impact for enterprise
technology companies. By creating abundant, high-quality editorial content
across approximately 150 websites and 1,000 webinars and virtual event
channels, TechTarget attracts and nurtures communities of technology buyers
researching their companies' information technology needs. By understanding
these buyers' content consumption behaviours, TechTarget creates the purchase
intent insights that fuel efficient and effective marketing and sales
activities for clients around the world.

TechTarget has offices in Boston, London, Munich, New York, Paris, Singapore
and Sydney. For more information, visit techtarget.com and follow us on
Twitter @TechTarget.

In 2023, TechTarget reported revenue of $230m and income before provision for
income taxes of $14.4m. Its reported gross assets at 31 December 2023 were
$699.9m.

About Informa Tech

Informa Tech is a leading provider of market insight and market access to the
global business technology community. Through in-depth expertise and an
engaged audience community, Informa Tech helps business professionals make
better technology decisions and marketers reach the most powerful tech buyers
and influencers in the world. Across its portfolio of over 100+ trusted
brands, Informa Tech has over 1000 industry experts, including over 400
research analysts and consultants in global research group Omdia, and a
monthly audience reach of over 125 million. Informa Tech is a division of FTSE
100 company Informa plc. For more information, visit informatech.com
(https://www.informatech.com/)

The digital businesses of Informa Tech being combined with TechTarget include
Industry Dive (Specialist B2B Content/Brands), Omdia (Specialist Tech
Research), NetLine (Demand Generation and Buyer Intent), and other Specialist
Tech Digital Media Brands (eg Information Week, Light Reading, Heavy Reading,
AI Business).

In 2022, these digital businesses delivered revenue of £220.7m and statutory
profit before tax, post exceptional and amortisation costs of £2.9m.

 

Additional Information and Where to Find It

In connection with the proposed transaction (the "proposed transaction")
between Informa and TechTarget, TechTarget CombineCo, Inc. ("NewCo" or, after
the completion of the proposed transaction, "New TechTarget") and TechTarget
will prepare and file relevant materials with the Securities and Exchange
Commission (the "SEC"), including a registration statement on Form S-4 that
will contain a proxy statement of TechTarget that also constitutes a
prospectus of NewCo (the "Proxy Statement/Prospectus"). 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, INVESTORS AND
SECURITY HOLDERS OF TECHTARGET ARE URGED TO READ CAREFULLY AND IN THEIR
ENTIRETY THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE 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 will be able to obtain free copies of the Proxy
Statement/Prospectus (when they become available), as well as other filings
containing important information about TechTarget, NewCo, and other parties to
the proposed transaction (including Informa), without charge through the
website maintained by the SEC at www.sec.gov (http://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.TechTarget.com or by contacting
TechTarget's Investor Relations Department at investor@TechTarget.com.

Participants in the Solicitation

Informa, TechTarget, NewCo, 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/
(http://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 2023 annual meeting of stockholders, filed with the
SEC on April 19, 2023, 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, will be contained in the Proxy Statement/Prospectus and other
relevant materials 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 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

This 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 Informa, TechTarget, or NewCo, 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 business 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; Informa's, TechTarget's, and NewCo'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 business's 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 business's 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, 2022 and its
Quarterly Report on Form 10-Q for the quarter ended September 30, 2023. These
risks, as well as other risks associated with the proposed transaction, will
be more fully discussed in the Proxy Statement/Prospectus that will be
included in the registration statement on Form S-4 that will be filed with the
SEC in connection with the proposed transaction. While the list of factors
presented here is, and the list of factors to be presented in registration
statement on Form S-4 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 Informa, TechTarget, or NewCo 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.TechTarget.com or Informa's website at www.informa.com/investors
(http://www.informa.com/investors/) should be deemed to constitute an update
or re-affirmation of these statements as of any future date.

 

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