US news and data group Bloomberg has agreed to acquire Brainpower, a Dutch provider of analytics technology and data management software to investment managers.
Under the terms of the agreement, Bloomberg will tender to acquire all of Brainpower's outstanding shares of common stock for EUR1.88 per share in cash, a 20% premium on Friday's closing price and a 42% premium over the stock's average price from the last four weeks. The deal - Bloomberg's first-ever acquisition - values Brainpower at around EUR33.1 million or five time revenue. Brainpower was advised by New York fintech boutique Marlin & Associates.
Founded in 1993 Brainpower is registered in Amsterdam and operates from offices in Lugano, Switzerland (R&D headquarters) and Milan, Italy, employing 62 staff. The vendor reported revenues of EUR7 million for the full year ending December 31 2005, up from EUR6.3 million the year before. But Ebitda losses before restructuring costs equaled EUR312,973 in 2005, (EUR1 million net loss), although this was an improvement over the EUR1.5 million loss reported in 2004.
Brainpower says its management board as well as its supervisory board have unanimously approved the transaction. Three members of the management board, including the CEO, have sold their shares representing 50.67% of Brainpower's outstanding share capital, to Bloomberg under the same terms as under the tender offer.
Bloomberg says the offer will be conditional upon it acquiring 85% of Brainpower stock in issue at the end of the tender offer period.
Commenting on the acquisition, Tom Secunda of Bloomberg, says: "The integration of Brainpower's proprietary technology with Bloomberg's powerful data and analytics will further broaden and deepen the Bloomberg Professional service for global investment managers."
The tender offer is expected to be launched within 10-15 business days.