Informa plc (INF) Earnings Call Transcript & Summary

Hello, everyone, and a warm welcome to the TechTarget and Informa Tech Conference Call and Webcast. My name is Emily, and I'll be facilitating your call today. [Operator Instructions] I will now turn the call over to Charlie Rennick. Please go ahead.

Thank you, Emily, and good morning, everyone. Presenters joining us here today are Mike Cotoia, Chief Executive Officer of TechTarget; Gary Nugent, Chief Executive Officer of Informa Tech; Dan Noreck, Chief Financial Officer of TechTarget; and Greg Strakosch, Executive Chairman of TechTarget; and Steve Carter Informa plc's Group Chief Executives are also on the line and will be available to answer questions. Before turning the call over to Mike, we would like to urge you to read the relevant materials that we have filed and that we and New TechTarget, will file with the SEC, including a TechTarget's Form 8-K filed on January 10, 2024, and a registration statement and Form S-4 that will contain a proxy statement of TechTarget that also constitutes perspectives of New TechTarget. You can find these materials and other documents filed and to be filed with the SEC free of charge at the SEC's website at www.sec.gov, or under the tab Financials on the Investor Relations page of TechTarget's website. The corresponding webcast with slides as well as a replay of this conference call will be made available on the Investor Relations section of our respective website. I encourage everyone to follow along with the slide presentation during today's discussion. Any statements made today by TechTarget and Informa that are not factual, including during the Q&A, may be considered forward-looking statements. These forward-looking statements, which are subject to risks and uncertainties are based on assumptions and are not guarantees of our future performance. Actual results may differ materially from our forecast and from these forward-looking statements. Forward-looking statements involve a number of risks and uncertainties, including those discussed in the Risk Factors section, in the press releases announcing the strategic combination as well as in TechTarget's less recent periodic reports on Form 10-Q and 10-K. These statements speak only as of the date of this call, and TechTarget and Informa undertakes no obligation to revise or update any forward-looking statements in order to reflect events that may arise after this conference call, except as required by law. Finally, we may also refer to certain financial measures not prepared in accordance with GAAP. I would like to remind everyone that today's call will pertain strictly to the strategic combination of TechTarget and Informa Tech's digital business. None of the comments on this call should be viewed as an update on either company's current or most recently completed quarter. Information about participants and their direct and indirect interest will be included in the prospectus proxy statement and other relevant documents filed with the SEC as available. No offer to sell or solicitation of any offer to buy securities will be made except for statement in effective Form S-4 or an exemption. And with that, I'll turn the call over to Mike.

Thank you, Charlie. And if we can skip over to Slide 5 because Charlie introduced the presenters. This next section will talk about the transaction overview and strategic rationale. But before we got into the specifics around the value creation this combination provides to shareholders. I'd like to first emphasize that this combination brings immediate revenue scale, resilient revenue growth and increased revenue stability that will deliver strong operating leverage to the business. TechTarget's estimated 2024 revenue prior to the combination $235 million. Post combination, it will be $500 million. Enhanced growth through our expanded product portfolio, geographical expansion and vertical market expansion and scale. Revenue on the long-term subscriptions is currently estimated for TechTarget in 2024 at 38%. Upon close and full year combined operations together, that number will achieve greater than 50%. And all of this will create high operating leverage and margin expansion. If you flip into Page 7, which is entitled, the value creation combination, the announcement we highlighted, the combination of Informa Tech's digital business assets with TechTarget. Informa Tech, a division of Informa plc, the global leader in [indiscernible] events, digital services, and academic knowledge group is located in the United Kingdom. As part of this deal, Informa will contribute to the Informa Tech's digital businesses to TechTarget and $350 million of cash consideration to create the New TechTarget organization. Existing shareholders of TechTarget will receive immediate cash value of approximately $11.79, plus the ability to participate in the value creation and long-term scale of the organization. When the combination is complete, Informa will own 57% of the total organization and shares and 43% will be owned by existing TechTarget shareholders. This is a combination of the TechTarget's both robust evaluation and strategic alternatives to maximize shareholder value. And upon the year-long engagement in search, we feel at the quality of the assets, quality of the management team, the value creation opportunities provides the best opportunity and the best results for our shareholders. It was unanimously approved by the Board of Directors yesterday in both TechTarget and Informa. Upon closing, the name of the company will be called TechTarget, will be listed on the NASDAQ under TGTG, and will continue to have its corporate headquarters in Newton, Massachusetts. We expect the close date to happen in the second half of 2024, subject to TechTarget's shareholder approval, regulatory approvals and the satisfaction of other customary closing conditions. If you now transition to Slide 7, entitled powerful combination of data, technology and expertise to drive go-to-market strategies for B2B vendors. Over the past few years, we have spoken to the market to our investors about the importance of original trusted and high-quality content that has established TechTarget as a leader in Google organic search footprint. This content investment drives a permission-based known and active audience, which generates highly valuable and high-quality profile purchase and tenant sites. We've also discussed our new vertical market coverage with the recent acquisition of Xtelligent a couple of years ago. And our data-driven solutions that customers leverage to power their sales and marketing efforts. This combination significantly accelerates that strategy with global scale by adding Informa Tech's portfolio of digital assets, digital businesses, including the trusted media brands, vertical markets from Industry Dive and Studio ID's multichannel content offerings, thus increasing our reach and access to audience, intent and market knowledge. Omdia, the fourth largest tech research firm, will join forces with Enterprise Strategy Group to further accelerate the integration of world-class research and intelligence services with our digital media and intent offerings. NetLine's intent-led demand generation platform will augment, drive scale and new opportunities by combining TechTarget -- by combining with TechTarget and our BrightTALK webinar platform capabilities. Taking these combinations at scale will enable our industry-leading Priority Engine platform to help our customers identify and prioritize the right accounts and markets, engage with the right buying team members through our prospect level intelligence to scale revenue.

Thank you. As a result of this combination, we intend to create a new company, New TechTarget. A company that has a platform with scale and leadership to address what is an incredibly attractive adjacent market, the B2B data and market access market. It delivers scale across all of the businesse's value drivers. Scale and market expertise and industry analysts with over 750 colleagues we create [indiscernible] content that is expressed through the scale that we will have in B2B brands over 220 brands across 20 industry verticals. And from that, we create scale and the B2B audiences that engage with that concept, decision-makers and influencers of B2B purchasing with audiences of over 50 million combined. And from that, we gain scale in that permissioned first-party audience data, from which we derive insight and intent that we use to fuel and inform all of the products and services of the combined business. And with these products and services will give us leadership in these products and services serving the entire customers' product life cycle from R&D to ROI. It will provide us with leadership in specialist technology market research and advisory services, which help customers understand their market, the size and the shape of it, their share, the competition and advisers on which products and services to invest in and how to differentiate those products and services. It will provide us with leadership in our brand and content development services, which then brings to life those products and services, raising awareness for the company and product brands and establishing thought leadership in the marketplace in the minds of the buyers. And then finally, it will offer us a leadership and intent-based demand generation, targeting and generating demand for sales with those buyers who are in market and ready to buy. And so like I say, serving our customers across their product life cycle from R&D to ROI. And all of this under the market-leading reference brand that is TechTarget. Thanks.

Continuing on to Slide 10 and following up to Gary's comments. In addition to the clear benefits this combination has for our enterprise B2B tech vendors. It also accelerates our strategic road map, which is focused on capturing greater market share and capitalizes on the macro trends. The combination enhances Techtarget's business by: one, enhancing scale; two, expanding our total addressable market by greater than 10x; three, increasing our product diversification and offerings for our clients to create value, accelerating our expansion opportunities, while reinforcing our strong financial profile to support future growth. If you skip to the next slide, the combination of our organizations will include over 2,000 employees spanning across 20 countries and servicing close to 9,000 joint customers. Our expanded portfolio will better serve our enterprise customers across their end-to-end go-to-market strategies. This will result not only in creating more value, but actually capturing more budgets across different functions across the organization from AR to IR to strategy, content, demand gen, [indiscernible] marketing, brand and sales. We have an immediate entrance and scale and adjacent tech-enabled B2B vertical markets, doing this across a truly global organization. The addition of Informa Tech's digital brands will provide greater scale and access to market insights, permission-based audience, first-party purchase and time. And we all know the value of first-party purchase intent and will continue to expand as we recognize and we'll experience Google's reduction and third-party cookies. The scale of our industry analysts will further accelerate our world-class research and intelligence services into brand, content and demand generation programs. And all of this helps our clients identify and prioritize the right accounts with the right buying teams while they're doing their research to scale pipeline and revenue. If you transition to Slide 12, I'd like to dive in a little bit more about this combination and how it's expected to increase New TechTarget to stand by greater than 10x. So currently, if you look at Techtarget's existing customer base, we're going to grow from 3,400 to almost 8,600 customers. And our TAM, as measured by potential global customers with revenue of greater than $50 million, grows from 18,000 to 200,000 potential prospects. So you see a 10x increase in our total addressable markets. I'd like to include a couple of other comments around this. That TAM is really being -- that TAM expansion is really being driven, not only by the greater depth and strength of our product portfolio, but through the adjacent vertical markets. We talk about the Industry Dive, combining with the TechTarget assets to give us immediate scale and entrance into the adjacent markets. Well, those adjacent vertical markets that are tech-enabled, but I would say they are 3 to 5 years behind the pure enterprise B2B tech vendors in terms of their adoption of data-driven sales and marketing strategies. It is really important to get this combination together so TechTarget, the combined TechTarget, can help these customers adopt and evolve into a data-driven strategy and help them drive success for their business, which ultimately will drive success for our business. In another note, 65% of our revenue we would classify as enterprise, which we would also expand on that -- companies that have revenue over $1 billion or 1,000 employees. This is where our expanded product portfolio will really help drive the end-to-end go-to-market strategies for our customers. As I mentioned earlier, the ability to work with our customers across different stakeholders with different needs and different value [ brands ] from strategy to positioning to content production to content services to brand demand, content [indiscernible] marketing all the way to sales. At the end, the result is identifying the right accounts and the right prospects for our customers to help them drive and identify the right pipeline and revenue. I'd like to transition this to Slide 13, where it does expand on our end-to-end solution. And to really summarize this, we -- this combination creates a very unique end-to-end solution that supports all phases of the go-to-market, significantly it expands our original content across more of what we call owned and operated sites and media brands. That owned and operated trusted and quality content attracts permission-based audiences, which we will do at scale now with the combination of Informa Tech's digital businesses with TechTarget, while they are researching tech-enabled investments. That combination creates scale with access to first-party data, not only at the account level, but at the individual prospect level, and through our paid research subscriptions, we leveraged the market insights and intelligence to not only create content strategies, but to put those content strategies and services in work for our clients through programs and successful programs. And now putting that all together, tying in our Priority Engine platform, again, it goes back to helping our clients prioritize accounts, buying teams and helping accelerate pipeline and revenue.

As Mike has indicated, our ambition is to create a new company with the ability to address that ETP data and market access market and build us to a $1 billion business within [indiscernible]. And we can see 3 clear organic factors for growth. First and foremost is simply cross-selling and upselling within the existing customer base, who was 8,600 or so customers, whereby we address the needs of that product life cycle we spoke about earlier. And the distinct and various budgets that our customers have across that life cycle. This is a multibillion dollar addressable market in the U.S. alone. [indiscernible] from that, we then see the opportunity with this expanded platform for international expansion, taking the portfolio of products and services to customers outside and beyond North America. And then finally, we can see the growth vector of industry vertical expansion, taking that portfolio products and services to those tech-enabled industry that're fast following the tech sector in terms of modernizing and digitizing their go-to-market efforts. We can also see obviously that we can meaningfully leverage AI, and to do so requires clean, structured critical massive data and content, something that I believe that the combined company will have an advantage in. And given the quality of our data and content, we will be able to leverage AI to reduce revenues and to grow revenues and reduce costs over time. And then finally, this will be a business with the wherewithal to make and the platform to extract value for future inorganic investments. But in addition to that, we see, moving through '24 and into '25 that there are 5 tailwinds that will fill the sales of New TechTarget. First and foremost is an [indiscernible] for the past maybe 5-or-so years. The B2B buyer journey is changing as more and more millennials go into positions of decision-making and [indiscernible]. And even today, over 80% of the buyer journey is completed before a sales rep is involved in the buyer's process. Because as we engage with authoritative and impartial content to inform and shape their decisions. And that portfolio of subject matter expert industry analysts and the B2B brands that prepare really serve that need to the market [indiscernible]. Then in addition, we have, what I would describe as that increased sensitivity to the subject of privacy and our personal data, which only increases the value and vital nature of services in this market that are based upon permissioned first-party data, moving the market in our direction in the products and services that we have to offer. We see fast forward industry verticals following in the steps of technology as they begin to adopt progressive B2B digital marketing techniques as we seek to improve on and be able to measure the ROI of their go-to-market investments. And then finally, I think there are 2 things that I believe will give wind to the tech sector as a whole. We've seen already the integration of AI into every corner of the tech sector, driving the next wave of innovation in products and services and the R&D, fueling that recovery. And finally, I think as the global economy gets to grips with inflation and the cost of capital eases, we see increased R&D investments across the tech sector [indiscernible] further momentum to the tech sector [indiscernible]. And in order to successfully bring to life New TechTarget and execute upon the combination delivered upon the value that we have outlined, we will be creating a program led by senior leadership talent from across TechTarget and Informa, leveraging the wealth of market experience, institutional knowledge and relationships that we have with colleagues and customers. And to aid and assist with this, we'll be investing in the appointment of a combination director and a team to bring structure and rigor to our efforts and to diligently track the benefit. And I'm sure as many of you will be aware, really the success of such combinations is down to culture, and it's down to people. And we have had the opportunity to spend a lot of time with Mike and Greg and Dan and Steve and Rebecca and the team. And I think we have, very early on, identified strong cultural fit between Informa and TechTarget, and that gives me great confidence in our ability and to execute upon this combination with success. And I would like to take this opportunity to thank all colleagues at Informa Tech for their blood, sweat and tears and smile and last over the past 5 years. It's that thought and effort that we find ourselves here today, earning the right to make this announcement. And I would also like to say, hello, to future colleagues at TechTarget and say that we have admired from a far initially and then up close your business, your talent, your culture, and we're really looking forward to the journey.

If we can transition to Slide 17. The combination will allow us to operate from a position of financial strength to support this growth. In a minute, I'm going to pass this on to Daniel Noreck. But just to highlight the 5 year that we see across -- that really supports the financial profile for New TechTarget will be the enhanced growth platform, as I mentioned earlier, predictable and resilient revenue, substantial operating leverage that'll drive the increased margins, highly cash generative and a strong balance sheet. With that, I'd like to turn it over to Dan, who will talk about the compelling value creation on the following slides.

Thanks, Mike. As we turn the discussion towards the compelling value creation and some more detailed financial highlights, I'd like to turn your attention to Slide 19. We expect the combination to be a double-digit growth platform with our TAM expansion, growth tailwinds and platform combinations, all contributing to our double-digit growth moving forward. We are excited as we expect the combination to benefit from predictable and resilient revenue stream. This is driven by the approximately 50% of revenue we expect to have under longer-term contracts and the additional stability provided by our products and industry diversification. The New TechTarget will continue to benefit from attractive operating leverage with continued incremental adjusted EBITDA margins of over 50%. We expect total adjusted EBITDA synergies of $45 million within 3 years. New TechTarget will continue to generate high unlevered cash flow conversion. Our pro forma balance sheet presents a strong liquidity profile. This provides the financial strength and flexibility to support an ongoing balanced strategy of organic investments and M&A.

If I take a look at this combination through the lens of an informal shareholder perspective, I think really creates value in many forms. First and foremost, it accelerates and increases the odds of success of Informa's stated objective to diversify into this attractive adjacent market. Having created a leading position in B2B live and on-demand, we aim to create a similar leading position in B2B digital, connecting buyers with sellers, connecting knowledge seekers with knowledge providers. In doing so, we go to market under the reference brand in this market, a well-known, understood and respected brand, and create strength and depth and leadership and talent keep in tenure in experience. And I think being listed in the United States enables access to capital, talent and customers in the market that we represent over 60% of the total global addressable. And from this, we have the scale and the platform to grow revenues and expand margins with operating scale and operational synergies.

Taking it from the lens of the TechTarget shareholders, Again, there's a lot of value creation, not only in the short term but in the long term. As we noted in the transaction and in the press release, we made a cash payment to shareholders at a premium of $350 million. That premium is recognized on day 1 of course. But the combination to be able to take part in the combination that we're building this combined entity to create 1 entity to drive value creation for our customers, our markets and is a great opportunity for our shareholders to be able to combine and participate in. The increased market capitalization that this combination provides is another strong reason benefit for our shareholders. Our diversification of revenue, the impaired subscription contracts in the long term -- revenue on the long-term contracts has been a goal that we've been focused on, and we'll continue to drive, and we see a way to accelerate that and to continue to scale and grow it. And with Omdia, the scale and specialist tech research, to the Omdia Canlys is an Enterprise Strategy Group, puts us in a great position to leverage the market insights and the intelligence, but then take that market insights and the intelligence and transition that into actual programs that our customers can leverage to engage with the right buyers. And as Gary noted a few minutes ago, if you look at the operational scale benefits, the operating synergies, the scale player in the long-term growth market, both organizations coming together to combine one go-to-market strategy will benefit from these combined values.

Moving to Slide 21. We anticipate significant cost and revenue synergy opportunities, which will create additional value for shareholders. These include $25 million or approximately 5% of the combined cost of cost synergies from a variety of sources across the P&L. From our G&A, including real estate, software, systems and corporate functions, to our cost of revenues, including editorial investment and content efficiencies and our selling and marketing, including sales optimization and product rationalization. In addition, we expect to generate significant revenue synergies from this powerful combination, including demand generation uplift, increased webinar penetration, increased brand opportunities, cross-selling and upselling opportunities to our larger and diversified customer base. Scale and content enablement services, and through our geographic and vertical margin expansion, all in, we anticipate roughly $45 million of total run rate adjusted EBITDA synergies by 3 years post close. If you turn to Slide 22, kicking in a bit more on the near-term and long-term financial benefits to existing TechTarget shareholders. Based on TechTarget's last 3 months, adjusted EBITDA multiple range of approximately 14x to 16x. The total transaction value of the immediate cash plus of 43% ownership in New TechTarget represents an estimated 16% to 28% premium versus our 3-month VWAP even before accounting for synergies. After accounting for synergies, the estimated premium is 46% to 62%. Additionally, we expect further upside from increased scale, resilience and higher profile of new TechTarget, which we believe supports a higher multiple over time.

And if I may, just to close the presentation, Mike opened the presentation today saying that this combination accelerates to TechTarget's strategic road map. And if I think back to when we first sat down with Greg, Mike and Dan and the team what struck me from day 1 was how coincident our ambition, our vision and our strategy for this market [indiscernible]. And thus, actually, what accelerates TechTarget's strategy, accelerates Informa Tech strategy, which accelerates New TechTarget's strategy. For me, this was never the zero-sum game conversation. I hope that we've been able to convince you that through this combination of Informa and TechTarget, we'll create a new company, from a scale and leadership, data-driven and technology-enabled and addressing the end-to-end product life cycle of our customers and the multiple budgets that support our life cycle, from R&D to ROI. Our KPI revenue scale, revenue growth, revenue stability and operating leverage. KPIs that'll still on track our ambition to become a leading provider of B2B data and market access and a $1 billion business within 5 years. Thank you. Okay, Emily, you can open up the Q&A.

[Operator Instructions] Our first question comes from the line of Joshua Reilly with Needham.

Great. congratulations on the transaction here. This is an interesting opportunity. If you look at the Informa assets, you mentioned in the presentation that they are exposed to 20 vertical end markets. Do we assume that tech is still their largest end market as well? But maybe only 50% of their revenues versus the 95% that we all know historically has been for TechTarget? That's my first question.

Yes. You can. I mean, obviously, there are sort of 2 sides to these businesses. There are the audiences that you command and then the clients that seek to reach those audiences. Actually, obviously, the audience is that we command [indiscernible] across many, many, many industry verticals. And in particular, through Informa's acquisition of Industry Dive in 2022, we expanded that reach quite broadly as we have reached into over sort of 14 markets and 37 brands, from manufacturing to retail to food distribution, et cetera, et cetera. The clients, however, are predominantly those who have technology and services built upon technology to enable and digitize those industries. And so that's the predominance from a client perspective.

Got it. And then how much of a cyclical recovery in tech spending are you guys assuming with the proforma revenue growth of 4% in 2024 and then the 10% growth beyond that. Does that assume that the macro stays where it's at today or that the kind of overall tech market improves?

Yes, Josh. That's assuming that the market stays where it is. In terms of the overall enterprise B2B tech bounce back. We don't see 2024 being a year of high growth coming out of the tech markets. We still have interest rates, we still have inflation pressures. We have an election year this year. But as you talk about the combination of what it does, it provides opportunities around to get to double-digit growth even at a very existing, we call it, macro environment, geographical expansion, as Gary just mentioned, adjacent vertical market expansion and the expansion of our product portfolio set to really help drive additional budgets across our enterprise B2B customers. Really being that strategic partner to help them with their research, their paid subscription research, their insights, their strategy, their content enabling services all the way to program activation and then driving sales.

Got it. And then last question for me. Does this transaction qualify as a change of control event under -- that would trigger the put for the outstanding convertible notes? And if so, what is the strategy around the convertible debt?

We anticipate this transaction will constitute a fundamental change and we expect to offer to repurchase the notes in accordance with their terms. And we -- through the merger agreement, we have an ability to leverage a facility that's contained within the merger agreement, but we also intend to have a term loan in place to handle that obligation prior to close.

Our next question comes from the line of Justin Patterson with KeyBanc.

Great. Congratulations on the transaction. Two, if I can. First, I just wanted to touch on that $1 billion revenue target, roughly 5 years out post transaction and obviously, it's doubling of a combined business based off about the $500 million 2024 estimates. Talk about just what you really envision as the new organic growth rate here, how much do you envision M&A is contributing to that? That's what your first question. And then second one, thinking about just the synergy opportunity here. What do you see as really the biggest challenges around the integration towards realizing both the revenue and cost synergies?

Justin, I'll take the first one, and then I may direct some of the synergy opportunities to Dan and Gary. In terms of $1 billion, yes, in 2024, as it combine $500 million, I would -- we project that it would be double-digit growth organically. And along the way, there would be inorganic growth and scale and opportunities that align and meet the value creation that we set forth, go-to-market strategies. So you might see that in terms of content, very similar though what TechTarget has done in the past, original content permission-based audience, first-party purchase intent data, opportunities to increase our revenue on the long-term contracts as we're looking at other inorganic ways to grow. And on the second part, synergy opportunities, I'm going to let Gary address that one.

I'll start off and then maybe just hand over to Dan. I mean, first and foremost, we see this as a growth opportunity and the synergies are important. But our focus, certainly my focus is on the revenue synergies, which we think are material and are necessary to secure that $1 billion business over time. To put them into both the revenue synergies and the growth synergies into perspective and particularly the cost synergies perspective, it's about 5% of the combined cost base of the business and evenly split between cost of goods sold and SG&A. I think a lot of that is in the beauty of this type of business, in particular, is that the cost of goods sold is largely fixed, and therefore, as the business expands, the margin drop-through is high. And we aim to grow and then use and then have the ability to effectively not required to grow the cost base of the business as we grow the business. And on the SG&A side, yes, I think we've highlighted that there are, as you can imagine, companies of this nature coming together with overlapping properties, overlapping auditors and another in costs associated with software licenses in particular. Dan, is anything you want to expand on that?

Yes. I guess the only thing I'd like to expand, Gary, is we would expect the majority to be fully realize in adjusted EBITDA in the 2026 run rate.

Our next question comes from Eric Martinuzzi with Lake Street.

Yes, a couple of questions. First on the revenue mix by geography. What is our North America versus rest of world look like post close?

Well, if I go on our side, on the TechTarget, we're going to be pretty consistent at about 62%, 63% North America. Rest of World -- I think, close to 65% North America, 35% rest of the world. And we are closer to 60% North America, so 40% rest of the world. So not a material shift in the balance. But I think it gives us, in particular, [indiscernible] by the scale that we'll give it in other markets outside of North America are combining the 2 businesses.

Absolutely.

Okay. And then second question is regarding the gating items. You talked about the transaction closing in the second half of 2024. What are our substantial gating items to getting to close?

So Eric, obviously, we need shareholder approval and that will be obviously obtained through a proxy filing. So we -- obviously, we will need to have that S-4 filing in the proxy filing with the SEC. Subsequent to that, where we would then go to the shareholders for formal approval, which is why we're believing that this would be a second half close.

And Eric, just to chime in, as the Informa Tech business assets have to go through a carve-out and audited, fully audited process. And as Dan said, upon that completion, it will go to regulatory and SEC requirements and then shareholder vote and then close on that. But there's some work to do up on. And then that's why we projected that would be in the second half of 2024.

Okay. So those audited Informa Tech numbers would be part of the S-4. Is that correct?

Yes, that is correct. Yes.

Our next question comes from Andrew Marok with Raymond James.

Congratulations on the announcement of the transaction. I wanted to go back to the expanded vertical exposure that you guys had talked about earlier in the call. Anticipating that ramp in revenue from $500 million to $1 billion and your commentary around many of these other verticals maybe being 3 to 5 years behind tech in terms of their maturity of adopting data-driven sales strategies. I'm sure that there's a spectrum. Are there any industries that we should maybe keep an eye on as maybe closer to being data-driven and closer to realizing those benefits for the combined company? Just kind of thinking of how to pace the trajectory of that revenue growth that you're anticipating in the transaction?

Yes. I mean, if I may -- I'll take a step back actually. One of the things that I believe in is that industries that are horizontal in their nature, lend themselves incredibly work for this market first and foremost. The reason why the technology sector is such a vibrant sector for us is, of course, is that everybody needs technology. Everybody needs -- it does not matter whether you're a manufacturer or a retailer or a financial services institution or a healthcare institution. So there's that breath in this horizontal each. And I think there are other horizontal markets of that nature, too, like the financial services industry. And the -- and I would say, in my observations of the financial services industry is one which is modernizing and -- has that horizontal nature and modernizing and B2B marketing outlook? I think there's also other obvious examples, healthcare, highly competitive markets, like healthcare in the United States, in particular. And then any market that has what you might display about high capital procurement with long-sale cycles. And obviously, you can sort of pick the more business also, but maybe what you may display markets are becoming quite high technical in their nature. If you know what I mean. And hopefully, that gives you some good color there.

That's really helpful. And apologies if the second question is maybe a little bit elementary if I had missed it in the presentation somewhere. But when you're talking about $500 million in revenue in '24, is that assuming that you had owned -- that the company would be combined for the full year? Or is that assuming a second half combination date, with the $235 million in old TechTarget full year '24 revenue?

That's assuming that the company would be combined for the full year.

Our next question comes from Kunal Madhukar with UBS.

One, in terms of the different verticals that you guys are playing in, -- of the $500 million of revenue, how much of that is pure tech versus, say, healthcare tech and financial services tech and the other verticals that you kind of talked about?

Yes, we do not disclose that by vertical market. Gary addressed from a previous caller question in terms of with some of the adjacent vertical markets that you see more close to adopting a data-driven go-to-market strategy. We talked about the healthcare markets, the financial markets, anything with high cost, many buying team members engage and a long sales process, but we do not break down the revenue by vertical market.

Got it. And then when we look at Informa revenue, Informa Tech revenue, how has that trended versus what you have seen at TechTarget? So are the trends there similar to what you have seen? Or are they different?

I'm going to let Gary's comment on the Informa Tech market. As you know, our trends that we've seen on our business.

Well, for those of you who followed the Informa U.K. investor presentation this morning even outlined that the Informa Tech business grew by just 6% year-on-year last year. I think though that's we've seen similar headwinds in the, what we would describe, as the media and the demand gen space, but saw real resilience in the market research and advisory space across the business. And so I think we've definitely felt the same market macro effects, but that's sort of the resilience and the stability of our subscription-based business and the resilient as well as if you think about that market research and advisory business, actually, it is always good when things are up or things are down because boards want insight and information when we have to make strategic decisions about products, about services, about markets. And so actually, it tends to be quite a resilient business in terms of actually [indiscernible].

That actually makes sense. And the last question, in terms of a macro recovery, whenever that happens, or whenever that starts happening, have you -- based on maybe prior experience, given long lead times, how does that kind of -- how does that recovery kind of play out in terms of revenue and traffic and engagement metrics that you see on your content?

In terms of engagement and traffic, we -- I mean, you see our organic traffic growing year-over-year. People are always evaluating and relying on good quality media brands and owned and operated properties. In terms of revenue, what we've seen in past downturns is that when customers slow their spend down, when the upturn returns, that spend, that past opens up pretty quickly and there's typically a flight back to quality. That's why this combination makes so much sense when you talk about quality content, trusted content, providing technology buyers relevant information while they're doing their research and then having their permission-based audience, first-party intent and sites, that is the flight back to quality where customers need to leverage that to fuel their marketing and sales departments to identify the right accounts, the right accounts in market today, how to reach them while they're in market and identify the right buyers within new markets -- within those accounts to drive revenue opportunities and revenue scale.

I would echo Michael's. I mean certainly, first and foremost, from an audience perspective, we have seen continued strength and health through 2023 in terms of the volume of the audience, the quality of the audience, the engagement of the audience. And of course, all of that is the fuel that goes into the products and services that we offer to our clients. And then I think for me, [indiscernible] on recovery, the thing that [indiscernible] R&D spend across the tech sector because ultimately, there needs to be a return on that investment. And I think it's been fair to say that you've seen relatively consistent R&D as a percentage of revenue, and I feel very confident that the companies will be coming out of this looking to get new products and services to market and delivering [indiscernible].

Our next question comes from the line of Bhavin Shah with Deutsche Bank.

Just kind of talking on the margin side here. If I look at the margin profile for Informa Tech and their assets that are being combined, it looks like it's closer to 18% versus TechTarget, which is little north of 30%. And to me, at least, it appears that they're somewhat similar businesses with some of the business models. So structurally, is there a reason why there's a big difference in terms of the margin profile between both assets? And how do we think about that going forward? Is there an opportunity to raise the core organic profile of a lot of the Informa Tech's assets that are kind of be combined?

Let me first and foremost pick up in that. I think there is no reason to suspect that the business is kind of aligned in terms of harmonized in terms of what the margin profile was mid- to long term. If I give a bit of perspective on the Informa business, we have continued to invest quite heavily in the business through what has been a difficult market. And certainly, we had budgeted for higher revenues. So despite the business growing year-on-year, it didn't grow at the rate that we expected it to grow. But we persisted with many of the investments that we've made. We've made significant investments in launching new dives and Industry Dive to further the reach of the business. We've made significant investments in products and services, which I expect will [indiscernible] ROI and that will flow through '24 and '25, and we'll see that pick up. And I would say that's the majority in the delta, I think that it's still -- there are operating efficiencies we -- I think that our best common practices and best practices that we can share and learn from one another. And I think that will improve the operating effectiveness of cost of goods sold and the operating effectiveness of our sales and marketing. And I'm actually looking forward to working with Michael and the team on that.

And just to add on to that, the combined organizations will have strong operating leverage. A lot of our costs will be fixed. So with scale and revenue, you'll still see the expanded margins across gross margin, EBITDA margin as well as we still project that we'll have 50% plus incremental EBITDA margins day 1 moving forward.

Got it. That makes a lot of sense. And just a follow up. I know a lot of the -- at least some of the value here is being able to access a lot of the scale of the parent Informa company with their EvensConnect and IIRIS kind of assets. So -- and you talked about permission access to the IIRIS audience. Post close, will there be any intracompany cost access that type of data? Is that going to be kind of -- or is there any other costs associated with something like that?

If I may pick up on that. I mean as part of an agreement, there is a data sharing agreement between New TechTarget and the Informa plc, that is reciprocal in its nature. And therefore, the value exchange goes both ways. And of course, and therefore, it's, to a large extent, it's neutral to the business's financial performance or profile. But there's clearly huge operating value out of that. And in particular, our experience to date of delegate and a 10G behavioral data -- profile data and behavioral data event has a significant value in the world of intent and performance-based marketing.

Our next question comes from Cal Bartyzal Bates with Craig Hallum.

So first one for me, just going back to these adjacent tech-enabled verticals, I mean, is there any need for product investments as you kind of try to penetrate some of these adjacent verticals?

Well, in terms of product investment, we have the products ready to roll in terms of our platforms across. If you look at TechTarget, we have priority engine that we -- it's been part of our strategic road map and vision to expand into vertical adjacent B2B markets when Informa Tech's bringing to the market here is scale and access to that audience. I look at our bright capabilities with our webinar creation as well as our audience to be able to bring across the vertical markets. If anything, it opens up the doors to with existing products and product portfolio to capitalize on the growth and the value creation across these adjacent vertical markets.

Perfect. And then just last one for me. You talked about this opportunity with upsell, cross-sell. Maybe if you can just talk about your strategy there and what gives you confidence that you can deepen these relationships with your existing customers?

Yes, that's a great question. So when you take a look at the enterprise B2B market. When you see customers now that have really are focused on their go-to-market strategies, end-to-end go-to-market strategies, and to be able to leverage our existing customers, joint customers or even customers as Gary mentioned earlier, that we don't have, to be able to walk in there. And show an end-to-end portfolio of products that really helps accelerate and create value for our customers' go to market, meaning engagement with AR and IR folks on our research analyst side, being able to create more marketing intelligence through paid subscriptions, bringing in the campaign and the product offerings across both Informa Tech's digital business assets and in TechTarget, whether as I mentioned, through bright talk through net lines, intent-led demand generation platform, through priority engine and working with different buying units, engaging with RevOps to make sure that our data through Priority Engine and our platforms are integrated into our customers' workflows. And then being able to see it through Priority Engine, visibility, the attribution and being able to leverage, not only our data, but our customers' first-party data to put them in the right position to drive growth and success. So that's what we see across the combination and how we can get into different pockets, cross-sell and upsell, and then you take that globally. We've now expanded to 20 countries. We take that across the verticals. And Gary mentioned a number of verticals and sites and communities, that's where we see the cross-sell, upsell and opportunity for both our customers to create value for them, and for the TechTarget business, to create value and long-term revenue scale and resiliency.

Can I maybe add just one point?

Sure.

Back in for those of you who may have followed in form back in March of last year, I set out our strategy. And we talked about 5 things that it would take to compete and win in this attractive market. And that test thing was the ability to effectively market and sell these products and solutions. And it's been one of the things that has impressed me the most, and our discussions with Michael and the TechTarget team is the sophistication of their go-to-market model. And in particular, the investment that they've made in what I would describe as sales development, sales enable and revenue operations, which actually makes -- ensures that the frontline sales organization is as effective and efficient as they can be. And I think that's what gives me real confidence is that methodology, that playbook is what gives me real confidence in our ability to execute upon this cross-sell and upsell opportunity.

Those are all the questions we have for today. So this concludes today's call. Thank you, everyone, for joining us today. You may now disconnect your lines.