Cogint was advised in connection with the transaction by Petsky Prunier, Roth Capital (fairness opinion) and Akerman LLP. BlueFocus was advised by PJT Partners and Skadden, Arps, Slate, Meagher & Flom LLP.
BlueFocus International Limited (‘BlueFocus’), a wholly-owned Hong Kong subsidiary of BlueFocus Communications Group Co. Ltd (publicly traded Chinese Company SHE: 300058), and Cogint, Inc. (NASDAQ: COGT), today announced they have entered into a definitive agreement by which they will combine assets to form a new global marketing services organization.
BlueFocus is contributing its largest international assets including Vision7 International – which holds the agencies Cossette, Vision7 Media, Citizen Relations and The Camps Collective – in addition to the global socially-led creative agency, We Are Social.
Cogint is adding its U.S.-based performance marketing platform business Fluent, which brings a unique data-driven and performance-based approach that is increasingly in demand by CMOs and business leaders.
BlueFocus will own 63% of the combined company on a fully-diluted basis. Existing Cogint shareholders will own 37% of the combined company on a fully-diluted basis. In addition, BlueFocus, Vision7 International and We Are Social will contribute $100 million in cash to fund a special dividend to pre-closing stockholders; the amount of the cash dividend is subject to reduction for transaction expenses and other amounts under the terms of the deal and will be paid contingent on closing of the transaction.
When the deal is closed, each of the brands will continue to operate as separate entities with their own management teams under the existing Cogint legal entity, which will be renamed. This newly combined company is expected to be listed on NASDAQ and its name and ticker symbol will be announced before closing.
The combined revenue is in excess of $400 million and the combined EBITDA is in excess of $50 million over the past 12 months.
The Skadden team includes: Graham Robinson (Boston); Laura Knoll (Boston); Michael Mies (Palo Alto); Christopher Novak (Boston); Colleen Lee (Palo Alto); Christopher York (Boston); Moshe Spinowitz (Boston); Timothy F. Nelson (Boston); Julie Gao(Hong Kong); Clive Rough (Hong Kong); Will Cai (Hong Kong); and Katharine Reynolds (Singapore).
Involved fees earner: Graham Robinson – Skadden Arps Slate Meager & Flom; Laura Knoll – Skadden Arps Slate Meager & Flom; Michael Mies – Skadden Arps Slate Meager & Flom; Christopher Novak – Skadden Arps Slate Meager & Flom; Colleen Lee – Skadden Arps Slate Meager & Flom; Christopher York – Skadden Arps Slate Meager & Flom; Julie Gao – Skadden Arps Slate Meager & Flom; Will Cai – Skadden Arps Slate Meager & Flom; Moshe Spinowitz – Skadden Arps Slate Meager & Flom; Timothy Nelson – Skadden Arps Slate Meager & Flom; Clive Rough – Skadden Arps Slate Meager & Flom; Katharine Reynolds – Skadden Arps Slate Meager & Flom;
Law Firms: Skadden Arps Slate Meager & Flom;
Clients: BlueFocus Communication Group Co., Ltd.;