Shoosmiths has advised the sellers on the £40 million sale of digital marketing agency Realise to St Ives plc, the UK's leading provider of marketing solutions and publishing services.
Realise has been acquired on a cash and debt free basis, for £21.7million on completion, satisfied by approximately £18.4 million in cash and approximately 1.7 million St Ives shares. Further consideration of up to £18.3 million may be payable (to be satisfied 85% in cash and 15% in shares) dependent on incremental financial performance for the years ending 30 September 2014, and 2015.
Based in Edinburgh and London, with nearly 100 employees, Realise has expertise in a broad range of digital capabilities, from digital strategy and creative to technology and production. The agency has particular strength in financial services and media, with clients including AXA, Lloyds Banking Group and Standard Life Investments, as well as Google and Channel 4.
Following the acquisition, Realise will operate as a subsidiary of St Ives, continuing to be managed from its current locations by the existing management team, including CEO Tony Murphy and Andy Lamond.
The acquisition by St Ives is a continuation of its strategy to create a complementary range of digital and marketing services that will add further value to existing and new clients. The deal will enhance St Ives' digital capabilities following the acquisitions, in 2013, of Amaze and Branded3.
Edinburgh based corporate partner Alison Gilson led the Shoosmiths team, assisted by Jen Paton on the corporate side, Steve Dougherty on Scottish property aspects, Andrew Pattinson on English property, Tom Wilde on tax and Karen Harvie on employment.
Commenting on the deal, Andy Lamond said:
"Having advised the shareholders on the original MBO in 2007, Alison was an automatic choice when it came to appointing advisors to complete the sale of Realise.
Given only 6 weeks from receipt of formal offer to completion, Alison's pro-active and tireless approach was instrumental to achieving a successful outcome."