WPP plc (LSE:WPP) agreed to acquire 100% interest in Millward Brown East Africa Ltd, Millward Brown Nigeria Ltd, Millward Brown West Africa Ltd and 80% interest in Research and Marketing Group Investment Limited(RMGIL) from WPP Scangroup Plc (NASE:SCAN) on November 1, 2019. WPP plc (LSE:WPP) entered into an agreement to acquire 100% interest in Millward Brown East Africa Ltd, Millward Brown Nigeria Ltd, Millward Brown West Africa Ltd and 80% interest in Research and Marketing Group Investment Limited(RMGIL) from WPP Scangroup Plc (NASE:SCAN) for $54.3 million on November 26, 2019. Under the terms of the transaction, WPP Scangroup is expected to receive $49.74 million and profit amount from January 1, 2020 to the completion date, which is expected to be $3 million and an additional consideration of up to $1.52 million over next three years in the event that certain contingent liabilities are lower than estimated. The agreed enterprise value of this transaction is $63.58 million with multiples of 8.2 times EBITDA, 9.24 times EBIT and 1.97 times revenue applicable to the disposal. In a related transactions, Bain Capital acquired 60% stake in Kantar from WPP plc on December 5, 2019 and International Research and Marketing Group Holdings has agreed under a separate share purchase agreement to sell its 20% shareholding in RMGIL to Kantar Square simultaneously with the disposal.

This transaction is subject to WPP Scangroup's shareholder approval, regulatory approvals from the CMA, notification to CCC, notification to and approval by the CAK, FCC, FCCPC and SEC and release of Millward Brown East Africa Limited from the Debenture. As on January 24, 2020, CAK issued their approval. The Board of Directors of WPP Scangroup and Independent Kantar Transaction Committee each unanimously recommends this transaction. As of May 27, 2020, WPP Scangroup shareholders approved this transaction. And this transaction is expected to close before the end of June 2020. The Board is considering the most optimal use of the proceeds from the disposal taking into consideration potential expansion, capital needs and cash flows but expects at least 40% of the net proceeds will be returned to Shareholders in the form of a special dividend. Cynthia Mbaru of Dyer & Blair Investment Bank Limited acted as fairness opinion provider and Anjarwalla and Khanna Advocates acted as legal advisor to WPP Scangroup.

WPP plc (LSE:WPP) completed the acquisition of 100% interest in Millward Brown East Africa Ltd, Millward Brown Nigeria Ltd, Millward Brown West Africa Ltd and 80% interest in Research and Marketing Group Investment Limited(RMGIL) from WPP Scangroup Plc (NASE:SCAN) on June 30, 2020. All the conditions precedent in agreement including regulatory approvals have been satisfied.