9 December 2024
Brave Bison Group
plc
("Brave
Bison" and the "Company")
Acquisition & Trading
Update
Acquisition of sports
marketing business Engage for up to £10.6 million
in cash and shares over
three years
Combination with existing
media network to create enlarged
Sports & Entertainment
division with £16 million in pro-forma turnover
FY24 trading in-line with
market expectations of £3.6 million Adj. EBIT
Brave Bison, the digital advertising
and technology services company, today announces that it has
entered into an agreement to acquire the entire issued share
capital of Engage Digital Partners Limited ("Engage"). Engage is a
global sports marketing company that works with the world's largest
sports brands and federations including Formula 1, ICC, Real Madrid
and New Zealand Rugby.
Engage will combine with Brave
Bison's existing network of channels, which already benefits from
partners such as PGA Tour, Ryder Cup, US Open, Australian Open,
CPLT20 and Le Mans. The combination will create an enlarged sports
& entertainment division for Brave Bison partnering with
channels across football, cricket, motorsports, tennis, golf,
e-sports and rugby, and totalling £16 million in pro-forma
turnover.
The aggregate consideration for the
acquisition totals up to £10.6 million, comprising an initial
enterprise value of £2.1 million, equity consideration of £2.0
million (1) and contingent consideration of up to £6.5
million over three years subject to performance
conditions.
Vesting of the equity consideration
is subject to Brave Bison achieving a minimum share price of 3
pence per share, Group financial performance targets and a
three-year holding period. The contingent consideration is
self-funding and structured such that the contingent payments are
only made once Brave Bison has recouped its original
investment.
About Engage
Engage was established by Gregg
Oldfield following a management buyout from Endemol Sport in 2012.
The business has a total headcount of 130 and has offices in
London, Dubai, India and Australia, a geographical footprint that
allows partners to benefit from 24-hour "follow the sun" service
delivery.
Engage uses a combination of
proprietary technology, digital strategy and content creation to
help sports federations and rights holders drive better engagement
from their fans and take a more personalised approach to building
audiences, driving ticket sales and striking more lucrative
commercial partnerships.
In the 12 months ending 31 December
2024, Engage is expected to generate £6.9 million of turnover and
an adjusted EBITDA loss of £0.3 million. Following a restructuring
and integration programme, Engage is expected to be earnings
accretive for Brave Bison over the medium term.
The acquisition, which is expected
to complete in early January 2025, will be funded by Brave Bison's
cash resources.
Trading Update
Trading in the second half of 2024
has been in-line with expectations and the Board anticipates that
Brave Bison will meet current market forecasts for FY24 of
approximately £3.6m of Adjusted EBIT.
Following the acquisition, the
Company is now expected to report net cash of approximately £7.0m
at the end of FY24.
Oliver Green, Executive
Chairman of Brave Bison, commented:
"Engage boast an enviable client roster including Formula 1,
ICC and Real Madrid, and deep expertise in sports media and digital
content strategy. This combination comes at a time when rights
holders and sports federations are looking to maximise their IP,
boost fan engagement and really drive commercial performance using
a more data driven approach. We look forward to working with Gregg
and Casey, as well as the best-in-class Engage
team"
----------
(1) The
Engage vendors have been granted 66,666,666 warrants to subscribe
for new ordinary shares in Brave Bison (the "Engage Warrants") that
are eligible for exercise between 3 January 2028 and 23 January
2028. The Engage Warrants will only vest if the mid-market price
per Brave Bison ordinary share exceeds 3 pence, and if the Group
has met certain financial targets at the time of exercise.
Brave Bison will have the right to settle the Engage Warrants in
cash at its discretion.
For further information please
contact:
Brave Bison Group
plc
Oliver Green, Executive
Chairman
via Cavendish
Theo Green, Chief Growth
Officer
Philippa Norridge, Chief Financial
Officer
Cavendish Capital Markets
Limited
Tel: +44 (0) 20 7220 0500
Nominated Adviser &
Broker
Ben Jeynes
Dan Hodkinson
About Brave Bison
Brave Bison is different beast: a
digital media, marketing and technology company purpose built for
the digital era. Headquartered in London with hubs in Manchester,
New York, Cape Town, Bulgaria and Egypt, Brave Bison boasts a
globally distributed team across 8 countries. The company's unique
position as both a digital media owner and a marketing and
technology partner allows it to own and operate its own channels
and communities while providing clients with a comprehensive suite
of advertising and technology services to reach digital native
audiences.
Brave Bison's clients are serviced
through four divisions: Brave Bison Performance, Brave Bison
Commerce, Brave Bison Media Network and SocialChain.
Each of these divisions are industry
leaders in their fields-from creating thumb-stopping social media
content that generates its own advertising revenue to providing
digital advertising, technology, creative and commerce services to
renowned global brands such as Panasonic, New Balance, Primark, and
Samsung. With over 450 channels, including PGA Tour and US Open on
YouTube, The Hook on TikTok, and Slick and VSatisfying on Snap
Discover, the Brave Bison media network garners approximately 1
billion average monthly views.