Last week, VISTA International (www.vistacomp.com), a provider of software solutions and services for all aspects of the publishing industry, and Ingenta (www.ingenta.com), a provider of technology and services to the publishing and information industry, announced plans to merge the two companies. The merger will unite services to print and online publishing through a new entity called Publishing Technology, PLC (www.publishingtechnology.com). All individual brand names will remain unchanged. The deal will bring together an older and profitable firm, VISTA, with a younger firm that has struggled in recent years.
The art of the deal is a reverse acquisition of Ingenta by VISTA with a stock-for-stock exchange. Ingenta will issue about 260 million shares of Ingenta stock valued at $4.9 million at $1.90 per share to VISTA shareholders. Additionally outstanding loans within VISTA to the value of $2.3 million will be converted to Ingenta shares. The group will still hold $3.8 million at $1.90 of convertible debt, which will be redeemed or converted into ordinary shares over the next 4 years. The reverse acquisition allows the enlarged group to retain an AIM listing (the alternative market of the London Stock Exchange for smaller, growing companies). The deal is expected to be completed in late February 2007. The company's combined revenue will be $33 million with VISTA representing two-thirds of the total revenue. Ingenta reported that Q4 2006 was its first profitable quarter since its inception 9 years ago. VISTA, a 30-year-old firm, has reported consistent profitability and growth.
George Lossius, CEO of VISTA International, will become the CEO of Publishing Technology. Lossius has been involved with VISTA for 20 years, performing multiple executive tasks, including managing director of applications, CEO of VISTA France, and CEO of VISTA North America. Lossius previously worked for Unilever at Thames Group, Ltd. He commented, "We are consolidating the Ingenta Connect and VISTA businesses in our New Jersey offices, which will be our North American base, bringing together a total of over 70 people in North America."
Additional management positions have been solidified, melding senior staff from both companies: Simon Dessain, chief operating officer (formerly CEO of Ingenta); Alan Moug, chief financial officer (formerly CFO of VISTA); Colin Bottle, managing director of VISTA Europe (formerly VISTA managing director); Brian Gibson, CEO of VISTA NA (formerly VISTA key executive); Jay Teitelbaun, COO of VISTA NA (formerly VISTA key executive); Gary Bowman, product development director (formerly VISTA operations director); Douglas Wright, vice president (formerly Ingenta key executive); and Carol Rice, vice president (formerly Ingenta key executive). The board will be expanded with the addition of George Lossius, Alan Moug, and Simon Dessain; the current three nonexecutives will remain on the board.
Charlie Rapple, head of marketing at Ingenta, added, "It has been a difficult few years for Ingenta as we have faced increasing competition whilst also needing to focus on and invest in updating our technologies—but we are very pleased to be leading the market once again with such a strong 2006 performance." Ingenta offers services to about 300 publishers, making their data available to about 25,000 registered libraries. Newly signed publisher BBC Monitoring, which provides an aggregated news service to several key U.K. government security/intelligence operations, is an example of the growth, helping them deliver their content to the global academic market.
When Ingenta is thought of in the marketplace, the buzzwords that typically come to mind are aggregator; journals ; article level; scientific, technical, and medical marketplace; and content, content, content—primarily focused at the U.K. market and relatively unstable. When VISTA is thought of in the marketplace, the buzzwords that typically come to mind are back-office publisher support, book publisher support, incorporating fulfillment, rights and royalties, warehouse and distribution, finance, and production management—clearly software support, not content related, with a name not well-known to information professionals. So what is a journal aggregator doing with a book publishing service group such as VISTA? How will books and journals co-exist in the new service? How will Publishing Technology bolster the Ingenta side of its services and grow a stronger identity in the U.S. marketplace?
Ingenta is not completely new to the book trade. It currently offers about 5,000 ebooks through its Intergovernmental Organization Service. The publishers participating in the service include the World Bank and the International Monetary Fund as well as encyclopedias from the American Scientific Publishers' encyclopedias and reference books from the Pan American Health Organization. In general, however, Ingenta supplies secure online hosting, access control, distribution and marketing services, and information commerce systems. This begins to take us toward VISTA's goals.
Lossius commented: "Ingenta is slightly different and the U.S. presence does need to grow, and we have plans in place to do this. With the combination of the companies, and our financial backing and plans, the stability of the business will no longer be an issue, and we will be working with our customers to overcome any lingering doubts."
He pointed to an aggressive marketing and sales approach that will make VISTA far more visible "through more targeted and proactive sales and marketing towards publishers who may not have approached VISTA in the past. A case in point was obtaining the Amacon deal last summer and a tremendously expanded list of prospects in the last 6 months. This has been combined with an expansion of the products so there is more reason to talk to VISTA." Lossius believes that the combination of back-office processing and electronic content management marries the goals of VISTA and Ingenta going forward, using what is currently in testing as the Information Commerce solution, which was born at Ingenta.
The Institute of Physics Publishing has been testing, with Ingenta, the ability to modularize content to the most granular point, and repackaging flexibly becomes the new company's goal. Rapple further stated: "Most publishers' current fulfillment systems are almost entirely separate to their online activities, and transferring data between the two is laborious, resource-intensive work, and ultimately of limited value given the restricted inoperability and granularity of the data involved. VISTA's applications currently cover the length of the print supply chain; Ingenta's Information Commerce modules slot in to provide integrated online capabilities. The whole is capable of tying together print and online distribution."
The model will only work if the existing book publishing clients of VISTA's see value in the ability to repurpose the content for multiple solutions to users. Data will be captured to note trends, price sensitivities, and suggest a cutting edge approach to the distribution of information. It is about viewing a content entity not as a book or as a journal, but rather as a snippet of data for utilization somewhere in the never-ending pursuit of information and paid for on a usage basis.
Rapple continued: "New revenue will be realized by the newly merged group from existing customers who are keen to consolidate their supply chain management and create a continuum of revenue opportunities across online and print content, and also from being able to provide new publisher customers a fully integrated solution for both their print and digital productions, helping them maximize the revenues from the product rights they own."
Time will answer the question of whether cutting edge technology that provides full service to publishers, while allowing the end user to benefit from efficient retrieval, makes it in our market. Publishers are known to be ultra conservative and very slow to move in new directions. Will this motivate them? The jury is still out, but clearly, the end user has the ability to benefit tremendously. Librarians don't really care about the back-office administration problems of the publishers; they only care about efficient and cost-effective access to the data.
Ingenta has worked closely with Google Scholar to provide it with library holdings data, which will enable it to link users to subscriptions on IngentaConnect. One must wonder if Publishing Technology has been influenced at all by the Google model—Google Book Search's new offerings to publishers or rumored offerings for a pay-to-publisher platform. And, what about the new Google mashups off of Google Books, which is even more advanced, inserting the user-generated content factor? One industry expert wondered if Publishing Technology is building a service that mimics Google Book Search developments, only charging for it.
Lossius feels confident that the market is growing and is largely stable: "Fortunately, despite many publisher consolidations, the market is not a shrinking one. On the other hand the market increases as new publishers are created and grow, and secondly, few, if any, major publishers have corporate-wide single vendor policies. Therefore, within each group there are multiple opportunities. At the same time, over the last few years VISTA has significantly extended the product range so we are able to sell isolated modules as well as complete end-to-end systems."The new company will face a wide range of competition in the network of firms serving all kinds of publishers and buyers. Competitors—or, more often, "coopetitors"—range from firms such as Barnes & Noble and Amazon that deliver hard copy to readers; firms such as Ingram, Simon & Schuster, Random House, and Baker & Taylor that live off some piece of the book distribution and publishing industry; to firms such as EBSCO, Allen Press, Blackwell, and HighWire, which share in both the print and electronic markets. Can the new merger, offering some of the best of all worlds, carve out a niche in this ever-changing marketplace with ever-changing players and roles? Let's watch…