TechTarget, Inc. (NasdaqGM:TTGT) entered into a definitive agreement to acquire Informa Tech, LLC from Informa plc (LSE:INF) for $1.4 billion on January 10, 2024. Transaction is structured as a Reverse Morris Trust transaction, wherein Informa will spin-off Informa Tech, LLC which will merger with TechTarget, Inc. TechTarget will retain a 43% stake and Informa plc will have 57% stake in combined entity. Informa is contributing its Informa Tech digital businesses and $350 million cash in exchange for a 57% majority ownership position in New TechTarget. This will be effected by the issue of approximately 40 million new shares of common stock to a wholly owned subsidiary of Informa PLC. Following the Closing, CombineCo and its subsidiaries will operate under the name ?TechTarget, Inc.? On completion, TechTarget's current shareholders will receive a $350 million cash distribution (approximately $11.79 per share) and a 43% ownership position in the New TechTarget business, which will be a US listed business on the Nasdaq stock exchange, trading under the ticker symbol TTGT and will be a Controlled Company. New TechTarget will be US-listed on Nasdaq (Ticker: TTGT), classified as a Controlled Company, and led by Gary Nugent as CEO (current Informa Tech CEO). New TechTarget will be headquartered in Newton (Boston), Massachusetts. The Board of Directors of New TechTarget post completion will initially consist of nine Directors, including the CEO and Chair. The Non-Executive Directors will combine leadership and relevant experience, including: Stephen A. Carter(Informa Group Chief Executive), Alex Roth (Informa Strategy Director), Sally Ashford (Informa HR Director), representing Informa's shareholding. The other non-Executive Directors include David Flaschen (Non-Executive Director of Nasdaq-listed Paychex and current/retiring Informa PLC Non-Executive Director), Don Hawk (TechTarget Co-Founder and current Executive Director), Christina Van Houten (TechTarget Independent Director), Perfecto Sanchez (TechTarget Independent Director). Under the Transaction Agreement, TechTarget is required to pay to Informa a termination fee in the amount of $40,000,000.

The obligation of the parties to consummate the proposed transactions is subject to customary conditions, including, among other things, the consummation of the Separation, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, the effectiveness of the registration statement on Form S-4, and the approval of the listing on the Nasdaq Global Market, or other U.S. national securities exchange as mutually agreed by the parties of the shares of CombineCo common stock to be issued in the proposed transactions. The Boards of Informa PLC and TechTarget have unanimously approved the Combination. The proposed transaction is expected to complete in the second half of 2024, subject to TechTarget majority shareholder approval and customary regulatory approvals and other conditions. The transaction is expected to be neutral to adjusted earnings in 2025 and accretive thereafter, and to deliver a return on invested capital above Informa's long-term cost of capital within three years.

J.P. Morgan Securities LLC is serving as lead financial advisor and provided a fairness opinion to TechTarget; BrightTower LLC is also serving as a financial advisor and Joseph B. Conahan and Andrew Alin of WilmerHale is serving as legal counsel to TechTarget. Centerview Partners is serving as financial advisor to Informa PLC and John A. Healy, Benjamin K. Sibbett and Jonathan D. Bobinger of Clifford Chance US LLP serving as legal counsels. Morgan Stanley (NYSE:MS) acted as financial advisor to Informa.