New York, NY: 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, 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.Fluent’s digital performance marketing platform and insight engine are expected to bolster the already strong North American capabilities of Vision7 International agencies and We Are Social, which achieved solid revenue and EBITDA growth in the past year.
In turn, the combination of capabilities with Vision7 International and We Are Social will accelerate the expansion of Fluent’s business into new areas and geographies throughout North America and overseas, particularly in Europe, and other international markets. There is also the opportunity to leverage Fluent’s platform to drive campaign planning, creative and targeting for virtually every marketing channel, extending beyond digital to TV, radio, print and outdoor.
As part of the transaction, but not involving BlueFocus, immediately prior to the closing, Cogint will spin-off IDI, its data and analytics operations and assets, into a public company, expected to be listed on NASDAQ, named Red Violet,Inc . The shares of Red Violet will be distributed to Cogint’s pre-closing shareholders as a stock dividend as of the record date to be determined, contingent upon closing of the transaction.
BlueFocus Communications Group Co. Ltd is not a party to the transaction and its listing on the Shenzhen Stock Exchange will be unaffected.
“In today’s world our clients require more transparency, accuracy and clear-measured ROI when carrying out marketing. Fluent is exceptionally positioned with a proven track record. Its performance-based approach and digital-driven capability will continuously generate insights in demand by CMOs and business leaders”, said Holly Zheng, CEO, and President of BlueFocus International, based in Mountain View, CA.This remarkable partnership with Fluent will accelerate the great progress of the BlueFocus agency brands such as Cossette, Citizen, Vision7 Media, The Camps Collective, and We Are Social, all of which have been growing their businesses and reputations tremendously.
“We are confident that the combination businesses announced today will create a new kind of marketing services company, in line with BlueFocus’ overall vision of building an intelligent branding communication group globally.”
“We could not be more excited about the opportunity that lies ahead to bring new capabilities and innovation to our clients and partners on a global basis. Our soon-to-be sister companies are award-winning firms with blue-chip rosters, which offer best-in-class services spanning branding and creative, CRM, digital production, social media, influencer marketing, public relations and more. Paired with Fluent’s industry-leading performance marketing platform and expertise, we are poised to create one of the world’s largest marketing services organizations with a truly differentiated and powerful offering”, said Ryan Schulke, CEO, and Co-Founder of Fluent.
The transaction remains subject to customary closing conditions, including receipt of required regulatory approvals. 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.