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Easyfairs shock for trade show M&A

A full year since it became clear that trade show revenues had rebounded powerfully after the paralysis of covid, organisers have been awaiting signs that valuations too had resumed their 2019 levels. Private equity firms, which currently own six of the 20 largest independent B2B exhibition companies (and two of the top five), have been waiting for the time they could conduct what are, for some, long-overdue asset sales.

The whole industry has been holding its breath while the pan-European, privately-owned Easyfairs completed its auction over the last few months. Last week came the result: it sold some two-thirds to Inflexion private equity (former owner of CloserStill) and Cobepa, the €4.7bn Belgium-based equity fund. Easyfairs founder and 85% shareholder Eric Everard retains an equal one-third share with his two investment partners.

In 2022, Everard told us his story: “I launched my company when I was 22 during my final year at university. Not in a garage, like many others, but in a small student flat. I started publishing a monthly magazine for students. A business in a small country with two cultures and two languages. From publishing Belgian Student magazine to organizing the Student Fair seemed to be a logical move in order to serve the community properly. I launched the show a year after the magazine and suddenly discovered the the power and profitability of a good exhibition. I immediately knew it would deeply impact my life. My startup funding was just 1 euro. Start-up mode. Fighting every day to survive – until 80,000 students came to the first show. All my financial problems disappeared overnight. We were saved. We then cloned the show in Barcelona. Three years later, we sold the company to Reed Exhibitions (now RX).”

He stayed with Reed for six years as a director, responsible for the Cannes-based Mipcom and MipTV. In 1997, he went back to being an enterpreneur and founded Artexis (venues). He launched the European Student Fair a year later. Sixteen years on, he formed Easyfairs International to launch exhibitions, and merged the two companies in 2014.

Everard: Easyfairs founder sells down to 33%

Easyfairs executives have claimed that 80% of the group’s profits have been reinvested in launching and buying shows and that the company has, therefore, been able to grow throughout the past 20 years as it became progressively more international. It has been particularly successful in geo-cloning its packaging and storage exhibitions. But the step-change came with the 2016 acquisition of the Dutch group Evenementenhal which organised more than 70 B2B trade shows in agriculture, transport, logistics, automotive, shipping and construction. The deal largely accounted for a 39% increase in revenues and catapulted Easyfairs into the trade show big league.

It’s now one of the world’s top ten events companies employing 820 people and organising 110 event titles in 12 industry verticals, including packaging & logistics, manufacturing, industrial processing, hospitality and construction. It also manages (and sometimes owns) eight multi-function venues in Belgium, the Netherlands and Sweden which host events both for Easyfairs and other organisers. Founder Everard says: “More than 25 years of own investment has grown Easyfairs from a small Belgian start-up to a place in the global top ten. Now is the time to write the next chapter in our history with this exciting three-way partnership.”

That three-way deal is intriguing, to say the least. It brings together Inflexions (and a customary 3-5 year funding timescale) with Cobepa whose family office-style longterm portfolio includes investments first made 16 years ago and many of more than five years – and Everard himself. That’s a distinctly non-standard combination whose strength and/or weakness will, presumably, become clear as the trade show group invests in the coming years.

But the deal is a shock for other reasons:

  • The Easyfairs enterprise value is €680mn (€610mn+ €70mn debt) – 12.5x €55mn EBITDA for the year ending 30 June 2024. That’s significantly less than the 15-18x debt-free multiples recorded during 2018-19. For 2024-25 (starting on July 1), the Easyfairs price is likely to be only 11x – even though the company is believed to have more than 70% of its revenue already booked. That puts the multiple into perspective.
  • The under-bidder is known to have been the €190bn CVC. The private equity firm with little previous involvement in trade shows is believed to have bid 12x EBITDA (2023-24 basis)
  • The two bids were the only ones to make the final round and the other non-binding offers from pe companies and trade investors are believed to have disappointed Easyfairs shareholders and their advisers. Some of the rejected indicative offers were as low as 10x EBITDA – a long way behind what we have come to expect from the acquisition of trade show companies with solid market positions and track records of growth.

There you have it.

Despite the powerful rebound in trade show revenues, Easyfairs – which has increased its revenue by 26% in the current year and has averaged 10% growth across the past five years – has been able to attract only a 12.5x valuation. The multiple might send a shiver through pe owners of trade show organisers including the world’s third largest, Clarion Events, which was acquired by Blackstone all of seven years ago.

But it gets worse.

Easyfairs is, arguably, not just another exhibitions company in a changing investment market. Beyond the fact that it claims to have launched 50 new shows in the past three years, the Belgian company’s distinctive model is made for a world increasingly focused on sustainability. Most of its shows are two-days and serving national not international markets. The secret sauce is that Easyfairs doesn’t allow exhibitors to build their own stands, and the largest bookable space is 4 modules of 12 sqm. This means that the average per-exhibitor revenue is a claimed €9k which may be somewhere between one-third and one-twentieth of exhibition industry norms.

That low cost of participation at Easyfairs exhibitions can clearly be highly cost-effective and easy – and it may create relatively high barriers to entry for would-be rivals. But, more important, it enables the organiser to guarantee that 100% of all materials used in the events are re-used. If you add to this the claim that the company has reduced its carbon footprint by 33% in the past five years and estimates that only 50 of its 23,000 exhibitors come from China, you can conclude that Easyfairs is future-proofed to a relatively high degree, perhaps ahead of demands that other organisers should follow.

So why has it fallen to Easyfairs to demonstrate that – for all the stunning recovery in trade shows worldwide – they are simply not as highly-valued as they were when revenue and profit was (mostly) lower than now?

It’s clear that the major headwind is the cost of capital, which has increased by some three times since the heady days of zero interest rates. Additionally, there are stubborn fears that the world economy has not yet seen the last impacts of covid and that ESG issues, in particular, might be expected to encourage smaller local/ national shows – with a corresponding reduction in profitability and margin.

Those headwinds – especially the cost of capital – should not really be a surprise. But what may be is their effect even on the valuation of a sustainability warrior like Easyfairs which increased profit by 41% this year and its margin by 20%. It’s a new world.

Yr end 30/6
EBITDA  62  55.0  35.5   28.9  32.1
Headcount  820727591702
*Flashes & Flames estimates