Sale of zanox to a Consortium of Axel Springer and PUBLIGroupe

Berlin/Lausanne, 22 May 2007. Axel Springer AG, Berlin, and PubliGroupe AG, Lausanne (Switzerland), are jointly acquiring Berlin-headquartered ZANOX.de AG. The acquisition of this leading service provider for performance-based online marketing (multichannel commerce) is a move by Axel Springer and PubliGroupe to expand their activities in internet-based sales through innovative products and to secure access to a high-performance, established technology platform in a rapidly growing market segment.

Acxit-Capital-Partners_Zanox-PubliGroupe_-July-2007_CFPInvestment in rapidly growing market of performance-based online marketing (multichannel commerce)

  • Access to new ways to market online sales
  • Expansion of digital business activities
  • Strengthening of zanox’s international growth efforts
  • Development of new products and technologies and acquisition of new customer groups planned

The total purchase price for 100% of the shares of ZANOX.de AG is EUR 214.9 million plus a success-dependent payment, with Axel Springer paying 60% and PubliGroupe paying 40% of the total purchase price. The sellers are the three founders of the company, an Asian financial investor and individual minority shareholders. The acquisition will take effect retroactively on January 1, 2007 and is subject to the approval of the cartel authorities in Germany, Switzerland and Austria. It has been agreed that in a next step worldwide markets will be served by two companies under the brand name of zanox. Axel Springer and PubliGroupe will each hold a majority stake in one of the companies and a minority stake in the other. The companies will be consolidated accordingly into the financial statements of the shareholders. The three founders and management board members of ZANOX.de AG, Thomas Hessler (CEO), Jens Hewald (CTO) and Heiko Rauch (COO/CFO), have a long-term commitment to zanox and will run the two companies.

zanox offers advertisers, e-commerce companies and online shop operators an Internet-based platform for the effective marketing of products and services through various channels. The core of business operations is a rapidly growing international network of more than 1 million sales partners in over 180 countries. This network can be used by companies for their marketing and sales efforts. Companies can use zanox’s powerful infrastructure and extensive range of services in over 30 countries to target appropriate sales partners. zanox participates with a commission at every successful transaction generated through its platform. zanox has subsidiaries in nine countries. The company’s online marketing services comprise affiliate marketing, search engine management, e-mail marketing, online shopping and customer loyalty programs. The strategic sales channels of zanox are used by more than 1,800 international companies such as Allianz, Amazon, Axa, Citibank, Daimler, Expedia, Jamba, Lycos, Procter & Gamble, Quelle, Sixt, Staples and Vodafone.

ZANOX.de AG was founded in 2000 and currently has over 275 employees worldwide. The rapidly growing company has been profitable from the very beginning. During the 2006 financial year pro forma revenues climbed to EUR 107 million from EUR 59 million for the previous year, while pro-forma EBITDA grew from EUR 4 million to EUR 8 million.

The company also maintains its rapid growth in 2007. zanox’s first-quarter revenues increased 86% to EUR 38 million (previous year: EUR 20 million) with EBITDA climbing to EUR 4 million (previous year: EUR 2 million).

Expanding in an attractive and innovative business segment Axel Springer AG and PubliGroupe AG decided to jointly acquire zanox, because the two companies pursue similar business objectives for their digital operations while having a different geographical focus. The new shareholders and the management board of zanox intend to focus on accelerating international growth, on developing new products and technologies and on targeting new customer groups for zanox. It has been agreed that the activities of zanox will be organized in two companies which are geared towards the respective geographical focus of the two shareholders. This structure will allow the shareholders to optimally leverage their respective market presence to the benefit of zanox, and to participate in the success according to their engagement. The two partners will also provide complementary industry know-how as a leading media group and a globally active marketing group respectively.

“By acquiring the stake in zanox, Axel Springer is entering a new growth market in online advertising. We are thereby gaining access to new forms of advertising, new target groups and new technological know-how. Axel Springer positions itself as the first major publishing group in this rapidly growing market, which complements our classic advertising activities and has considerable long-term strategic significance.”

– Dr. Mathias Döpfner, CEO of Axel Springer AG

The strategic objective of PubliGroupe AG, a leading international marketing, sales and services group with 2,880 employees, is to expand its digital and international business activities in the coming years: “The investment in zanox is a central part of our new strategy. It allows us to expand our position in the segment of Marketing and Digital Services. Through our acquisition of zanox and the partnership with Axel Springer, we will be able to grow rapidly and internationally in this future-oriented market,”

– PubliGroupe CEO Hans-Peter Rohner said.

“zanox, Axel Springer and PubliGroupe are united by a common vision with respect to online marketing. The two new shareholders bring in highly valuable expertise to our enterprise which complements each other very well – with respect to their geographical reach, their focus on different target groups and their respective industry-specific know-how. We are firmly convinced that our customers, business partners and employees will sustainably benefit from this development, because together with Axel Springer and PubliGroupe we will create new products and services and further expand internationally.”

– Thomas Hessler, CEO of ZANOX.de AG and spokesman for the entire management board

Corporate Finance Partners – now part of ACXIT Capital Partners – acted as an exclusive adviser to the shareholders of ZANOX.de AG in this transaction.

About ACXIT Capital Partners

ACXIT Capital Partners is a leading international corporate finance and investment advisory firm for mid-market clients and entrepreneurs in Europe and beyond. Since 1998, we offer our clients comprehensive corporate finance advisory services including M&A and capital markets advisory as well as restructuring, debt and strategic advisory. As an independent, privately owned firm we maintain offices in Frankfurt, Berlin, Munich, Zurich, Vienna and Hong Kong as well as strong alliances in China, India and the USA.

To date, we have completed more than 350 transactions with a total deal/financing volume of approx. EUR 17bn. Our clients are corporations, family-owned businesses, entrepreneurs, financial sponsors and family offices. While our home market is in the German speaking region, most clients are international and transactions cross-border. (www.acxit.com)

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