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Real-Time news about Tmn (London Stock Exchange): 0 recent articles
|fragilelittlepetal: 8trader ... I would certainly hope so
Heres my take on TMN for what its worth ... some of its rehashing old info ... but hope you stick with it ...
TMN in 2003/4 was doing OK but with a very average product and management team.
It made some good acquisitions, EDR, Tapps and IBG were all profitable, growth companies. I-d Factor was early stage, losing money but ready to grow and turn the corner ....
After each acquisition, TMN allowed, constructively or otherwise, the management team and/or founders to walk away (the innovators and revenue earners) and turned these individual profit making companies into a larger, less profitable entity. In some cases the management or founders started similar businesses shortly after.
The people who REALLY knew about their niche sector of online business, and thus could adapt to the fast-changing industry walked out of the door .... quite literally.
TMN paid a lot for goodwill in their acquisitions ... then promptly lost a lot of that value within months as the key people "resigned".
Leaving the running of the all businesses effectively down to Mark Smith ... he was appointed to the board on 01-04-04, so if you need to know a bit more about him, look up the announcement.
Now they're all online data and media businesses.
TMN's brought to the attention of Mike Danson, who's trousered 150 million-ish from the sale of Datamonitor (you could say he knows a bit about publishing, media, data and buying & selling businesses) building up Progressive Media Group, (and acquiring SPG) by his old mate, & The New Chairman Peter Harkness. Danson buys in, increasing his stake to over 10% shortly after Tangent show an interest @ c 55p, enough to call an EGM. The management team then fight off the Tangent offer by putting in one of their own ... which fails at 70p. Danson continues building up his stake to c.29% at an average of c 45p.
Then share price falls ... and falls ... and falls
Then the profit warning and the share price falls further still.
Now with the share price @ 3.5p, the company's worth 3 million (!!!) ... far less than they paid for some of their acquisitions!
The business was ridiculously priced (even in this mad market!).
Some of the ex-directors and founders of their acquisitions started buying back in ... and IMHO ... its cheap as chips!!!
Potential suspects for the reverse takeover?
#1 - Danson or one of his vehicles, (neatly side-stepping the 12-month highest price rule if he were to succeed)
#2 - any one of the other online businesses who've some loose change in their pockets and see how cheap this company really is,
#3 - some of the ex-staff/directors/ founders who still have shares or have been acquiring shares and would want to change the management and make the business competitive once again
#4 - none of the above ...
I personally, as a long-term holder, would be gutted if anyone got their hands on TMN at anything like its current market cap. Or to see the current management team rewarded for their erosion of shareholder value!
It looks as though it might be up to the minority shareholders to stop any monkey business going on ...?
Guess we'll know what the offer is soon enough though ...
Anyone for an EGM?|
|dumbarton2: Yes a reverse takeover implies a smaller co takimng over a larger co but the RNS does not make clear which is the larger company !!!!
Is it TMN been take over or TMN attemptinmg to take over a larger co that is the question.
I cant see however TMN taking over a larger co following the profit warning so that suggests to me TMN has had an offer and they did not want the share price to race ahead thus and predator turning away.|
|jecs: TMN Group in new sale talks
by Daniel Farey-Jones, Brand Republic 19-Feb-09, 12:10
LONDON - Digital marketing and online research group TMN Group has started talks with an unidentified company about a reverse takeover.
TMN, which owns Affiliate Future and email marketing planner and buyer EDR, issued the news yesterday and requested its shares be suspended from the Alternative Investment Market.
In a typical reverse takeover scenario, which allows a private company to take over a listed company, such as TMN, and become public, TMN would issue a large enough number of new shares to the other company that it would give that company's directors control of TMN.
Before TMN issued the statement its share price jumped as high as 50% above its closing level on Tuesday of 4p.
TMN attracted interest from more than one buyer in early 2008, rejecting a £40m offer from marketing services group Tangent in March and then seeing a £52.8m management buyout offer fail in July after lack of private equity funding.
Its market capitalisation now stands at around £3-4m after the collapse in global stockmarkets and its announcement of a £476,000 post-tax loss for the six months to October 31.
TMN owns list manager TMN Media, shopping and travel offers website operator TMN Publishing, Netherlands email marketing specialist Tapps and online research outfits The ID Factor and ICD Research.
|warrhead: Marben is correct. A reverse is generally where the company usually issues a ton of paper to acquire a much bigger business (i.e. doesn't require any cash funding). The management team of the bigger business usually end up running the company and the old business that is doing the acquiring may subsequently (or as part of the deal)be sold (often to its old management). The shareholders therefore can end up holding shares in a totally different business in maybe a totally different sector. The big company acquired gets a stockmarket quote without having to go through the inconvenience of having to go through the more onerous IPO regulatory and cost procedures and the smaller company shareholders usually get diluted to oblivion but may end up holding a small stake in a better (or worse) business.
Very hard to call therefore what this means for TMN shareholders. It is possible that TMN will be acquiring a business in a related area and it will become part of a larger group but I would not be surprised if TMN is being used as a shell for something unrelated and the existing business will be sold probably for a song to management (e.g. maybe for the approximate value of the debt c.£2m) - i.e. a lot cheaper than the 50p a share they were proposing a few months back. Unusual to suspend shares on early stage talks, probably worried about the share price going up and making the cost of the shell too high for the bidder.|
|cyberpost: Suspension announcement (TMN)
RNS Number : 5143N
TMN Group PLC
18 February 2009
TMN Group plc - Suspension announcement
The Board of TMN Group plc ("TMN") notes the recent movement in its share price
and confirms that it is in very early discussions regarding a potential
transaction which, should it proceed, would constitute a reverse takeover of the
Company under the AIM Rules. As a result the Company has requested the
suspension of trading in its shares in accordance with the AIM Rules. The Board
will update shareholders of progress in due course.|
|scr00ge: TMN is an interesting one - they are cash rich but the problem is they are now not worth much more that when they floated. Thus why invest in a risky business which is AIM listed whose share price is volatile and the stock doesn't pay a dividend.
How are they risky?
Their main product is email marketing and with the prevalance of SPAM their campaigns are suffering as filtering technologies become more powerful. Thus the opening rates of their campaigns is faltering and the revenue they can achieve from a database is declining.
The online market is moving from a CPM model (price per 000s email delivered) to a CPA model of "I pay only on results" (cost per acquisition). Thus again they have a riskier revenue stream.
They now have monster overheads over over 250 staff and I am sure it makes the management feel important but surely web based business should automate and reduce the level of staff.
They are flat lineing as a business so they have had to acquire other firms to increase sales, they have developed nothing in-house for years which has been a hit - plum offers is getting tonked by the major players like clash media. As a web business they should be achieving exponential growth through in-house products - not by acquireing dog companies like IBG. The sales go up but so do the overheads.
The credit crunch is hitting the advertising industry hard and if we look at Trinity Mirror and other companies ad revenue funded they are having a tough time. I would expect another profits warning come sept.
The management seam to be dead set on taking over the business themselves instead of returning shareholder value. Do they have our interests at heart?
This Danson Issue - why did he buy all these shares? I did notice that Peter Harkness used to be on the board of Datamonitor - could this be connected?
I used to be a big follower of TMN but the share price now looks about right (p/e of 5). If there was something which could explode their revenues by 20 times (then a p/e of 20+ would be appropriate) but I cant see where this is going to come from.
If they want to get a new batch of investors interested in the share price then pay a dividend and return some value to some long suffering investors. You might even get some institutional pension funds investing if they can see a stable dividend stream going forward. More demand for shares = increase price.
In my opinion they need to innovate or they will go the way of IPT and the slide on this stock is not over yet. Sept is make or break.|
|kenatbabken: Bidding War
TMN Group plc
("TMN" or the "Company")
Statement re Possible Offer
The Board of TMN Group plc (the "Board") notes the announcement made on 11 March
2008 by Tangent Communications Plc ("Tangent") and confirms it has subsequently
received a presentation from Tangent regarding its preliminary approach.
Since Tangent's approach, the Company has been contacted by several parties
expressing interest in acquiring the Company. The Board intends to explore all
proposals fully as part of its duty to maximise value for TMN shareholders. The
Board has also granted permission to CEO Mark Smith and CFO Craig Dixon to
pursue interest with potential private equity buyers.
Accordingly, an Independent Committee of the Board of TMN (the "Independent
Committee") has been formed, led by Chairman Peter Harkness, to evaluate
possible offers for the Company and all other strategic alternatives.
The Independent Committee unanimously agrees that the price proposed by Tangent
significantly undervalues the Company and its prospects. Furthermore, it notes
that less than 40 per cent. of Tangent's indicative offer would be in cash.
A further announcement will be made in due course. In the meantime shareholders
are advised to take no action.
14 March 2008
TMN Group plc
Peter Harkness, Chairman 07970 850 573
Sara Musgrave 020 7457 2049 [email protected]ehill.com
Rozi Morris 020 7457 2056
Erik Anderson 020 7597 5970
Note to Editors:
On Monday 10 March 2008, in response to a movement in the company's share price,
the Board of TMN announced that the Company had received a preliminary approach
that may or may not lead to an offer being made to acquire the Company.
On 11 March Tangent announced that it had approached TMN regarding a potential
offer which would value each TMN ordinary share at approximately 50 pence (based
on Tangent's share price at that time).
Tangent stated that its potential offer would be funded as to approximately 61.7
per cent in new ordinary shares in Tangent and the remainder in cash.
Tangent's proposal values TMN's issued share capital at £37.7 million and TMN
shareholders would account for approximately 53.9 per cent. of the equity of
Tangent, as enlarged by the proposed acquisition (based on Tangent currently
having 165,966,835 ordinary shares in issue and TMN currently having 75,382,759
ordinary shares in issue).
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if any
person is, or becomes, "interested" (directly or indirectly) in 1% or more of
any class of "relevant securities" of TMN, all "dealings" in any "relevant
securities" of that company (including by means of an option in respect of, or a
derivative referenced to, any such "relevant securities") must be publicly
disclosed by no later than 3.30 pm (London time) on the London business day
following the date of the relevant transaction.
This requirement will continue until the date on which the offer becomes, or is
declared, unconditional as to acceptances, lapses or is otherwise withdrawn or
on which the "offer period" otherwise ends. If two or more persons act together
pursuant to an agreement or understanding, whether formal or informal, to
acquire an "interest" in "relevant securities" of TMN, they will be deemed to be
a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of
the Code, all "dealings" in "relevant securities" of TMN by a potential offeror
or by TMN, or by any of their respective "associates", must be disclosed by no
later than 12.00 noon (London time) on the London business day following the
date of the relevant transaction. A disclosure table, giving details of the
companies in whose "relevant securities" "dealings" should be disclosed, and the
number of such securities in issue, can be found on the Takeover Panel's website
at www.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary,
when a person has long economic exposure, whether conditional or absolute, to
changes in the price of securities. In particular, a person will be treated as
having an "interest" by virtue of the ownership or control of securities, or by
virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the
Takeover Panel's website. If you are in any doubt as to whether or not you are
required to disclose a "dealing" under Rule 8, you should consult the Takeover
The directors of TMN accept responsibility for the information contained in this
announcement. To the best of the knowledge and belief of the directors of TMN
(who have taken all reasonable care to ensure that such is the case), the
information contained in this announcement is in accordance with the facts and
does not omit anything likely to affect the import of such information.
Investec Bank (UK) Limited, which is authorised and regulated by the Financial
Services Authority, is acting exclusively for TMN and for no-one else in
connection with the preliminary approach and will not be responsible to anyone
other than TMN for providing the protections afforded to customers of Investec
Bank (UK) Limited or for providing advice in relation to the preliminary
approach or any matters referred to herein.
The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom may be restricted by law and therefore persons in
such jurisdictions into which this announcement is released, published or
distributed should inform themselves about, and observe, such restrictions. Any
failure to comply with the restrictions may constitute a violation of the
securities laws of any such jurisdiction.
This information is provided by RNS
The company news service from the London Stock Exchange
|old boy returns: paulypilot - out of interest why would you be prepared to accept any paper deal with Tangent - let alone one at 80p? As far as I can see it is probably less liquid than TMN and an integration of the businesses coming on the back on the IBG and TAPP acquisitions just mean a whole load more operational risk. Also we should not lose sight of the fact that both IBG and TMN are operating successfully in high growth internet / e-mail marketing and advertising sectors and not withstanding current economic woes they should continue to deliver strong growth and when the market and economy pick up we could be sitting on an outstanding investment here. So why on earth accept any deal for illiquid paper in a tiny company operating in a low or zero growth market? IBG was an earnings enhancing acquisition for TMN and in more normal market conditions the current TMN would attract a market value of at least 100p a share before allowing for any bid premium.
It is also worth noting that the TMN share price has only been below the 50p bid level for the past 2-3 months out of the last 2 years. And this was not due to fundamental reasons but rather a very depressed AIM market which could even have presented an opportunity for the share price to be sold down very easily and on low volumes to suit the interests of certain parties.|
|stemis: I must admit I'd much prefer a cash offer at 100p, however that seems unlikely.
Just a few facts about the proposed takeover;
1. TMN shareholders would end up with 53.7% of the equity in the enlarged Tangent.
2. Tangent only has cash of £2.3m at 31.8.07 and the offer includes a cash element of £14.4m. Add in probably sizeable transactions costs and you are looking holding shares in a company with net debt of at least £12-14m. That compares to enlarged market cap of £43.3m, so not insignificant.
3. Tangent share price is down to 11.75p so the offer is already down to 49.4p (or probably 48.7p if you include the bid offer spread).
Of course another way to look at the offer is a sort of reverse takeover of Tangent at a discount to its current share price, followed by a buyback of TMN shares.
The offer is based on share prices of 50p for TMN and 12p for TNG i.e a share price ratio of 4.17:1. With the TMN price at 38p before the announcement, that would put the takeout price for Tangent at 9.1p.
[I know there is a cash element to the offer but of course TMN shareholders could use the cash to buy Tangent shares]
The question is whether I would be happy with TMN using its current lowly rated stock to buy Tangent, even at 9.1p.
Forecast EPS for Tangent in year ended 29 Feb 2008 is 1.1p. So the takeout price is about 8.3 x earnings. TMN shares are currently rated at considerably less. Are Tangents growth prospects better than Tangent. I see no reason to believe they are. Are there enough cost savings in combining the two to justify the premium. Personally I can't see it.
So the conclusion is that I can't see any benefit to TMN shareholders in accepting this offer.|
|fellowes2: AGM within the next month. WE had a trading statement last year and I expect the same this year. The renegotiation of the id Factor deferred consideration is higly significant IMO. This tells us that TMN is trading very strongly. If the Directors of id factor are now happy to except TMN shares for the deferred consideration, they are very confident about the outlook for the enlarged group and the TMN share price.|
Themutual.Net share price data is direct from the London Stock Exchange