UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

November 24, 2014
Date of Report (Date of earliest event reported)

 
 
Viad Corp
(Exact name of registrant as specified in its charter)

 
 
Delaware	001-11015	36-1169950	
(State or other jurisdiction	(Commission	(IRS Employer	
of incorporation)	File Number)	Identification No.)	

 
1850 North Central Avenue, Suite 1900, Phoenix, Arizona	85004-4565	
(Address of principal executive offices)	(Zip Code)	

Registrant’s telephone number, including area code: (602) 207-1000
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)	
 	 	
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)	
 	 	
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))	
 	 	
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))	

 	

 	

Item 8.01 OTHER EVENTS
 
On November 24, 2014, Viad Corp (the “Company”) issued a press release announcing the acquisition of N200 Limited and affiliates (collectively, “N200”) for €10,000,000 (approximately $12.5 million) in cash, subject to certain adjustments, plus an earnout payment (the “Earnout”) of up to €1,000,000. The amount of the Earnout is based on N200’s achievement of established financial targets for fiscal 2015. N200, which has offices in the United Kingdom and the Netherlands, is a leading event registration and data intelligence services provider for the live events industry in the United Kingdom and the Netherlands. The press release, which is attached hereto as Exhibit 99 and is incorporated by reference herein, contains forward-looking statements regarding the Company and includes cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated.
 
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS
 
 (d) Exhibits
 
99 – Press release dated November 24, 2014.

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 
 	 	Viad Corp	 	
 	 	(Registrant)	 	
 	 	 	 	
November 24, 2014	By:	/s/ Leslie S. Striedel	 	
 	 	Leslie S. Striedel	 	
 	 	Chief Accounting Officer	 	

 

 	

EXHIBIT 99.1

NEWS
FOR IMMEDIATE RELEASE	 

Viad Corp
1850 N. Central Avenue
Suite 1900
Phoenix, AZ 85004	Contact:
Carrie J. Long
Investor Relations
(602) 207-2681
ir@viad.com

 

VIAD CORP ACQUIRES EVENT REGISTRATION
AND DATA SERVICES FIRM
 
Expands GES’ Live Event Services Offering with Acquisition of N200
 
PHOENIX, November 24, 2014 — Viad Corp (NYSE:VVI) today announced that it completed the acquisition of N200 Limited and affiliates (“N200”), a leading event registration and data intelligence firm with offices in the United Kingdom and the Netherlands. This acquisition is expected to be dilutive to Viad’s 2015 earnings, due to upfront integration costs, and accretive thereafter.
 
Paul B. Dykstra, Viad’s chairman, president and chief executive officer, said, “Our acquisition of N200 represents continued progress against our strategy to expand our Marketing & Events Group to become the preferred global full service provider to the live events market. Registration and data services are integral parts of an event and offer higher margins than our core contracting business. N200 has a best of breed system with robust and efficient data mining functionality that organizers and exhibitors can leverage to drive revenue and ROI. N200 is the clear market leader in the UK and the Netherlands and its software and services are used at over 600 events annually around the world. We look forward to offering yet another value-added service to our customers.”
 
N200 has more than 20 years of experience delivering registration and data services to the live events market. Its scalable, web-based registration and ticketing application, Visit, allows interaction among event organizers, attendees and exhibitors. The system is integrated with social media platforms, allowing attendees to easily register using online profiles, and it optimizes the data capture process to deliver campaign-ready data that enables targeted, personalized attendee promotions. The Visit platform includes lead management software called Visit Connect and a reporting and analytics section called Visit Intelligence. Visit Connect empowers exhibitors to manage lead-based sales and drive ROI from events; it enables setting targets, capturing and qualifying leads and managing prospects in real time with metric reporting to measure success. Visit Intelligence combines the data captured by Visit and Visit Connect in a dashboard that provides event organizers real-time intelligence to better understand and improve their events, positively affect levels of engagement, stimulate interaction and optimize attendee dwell time.
 
Steve Moster, president of Viad’s Marketing & Events Group, said, “We are committed to providing easier ways to address the complex challenges facing our customers. With the acquisition of N200, we will now bring our clients the ability to collect and use event data to inform their decision making, prove the value of their events to their customers and increase their return on marketing investment. We are very excited to welcome N200 to the GES Global Network.”

- more -

 	

 	

About Viad
 
Viad is an S&P SmallCap 600 company. Viad operates through its Marketing & Events Group, composed of Global Experience Specialists and affiliates, and its Travel & Recreation Group, composed of Brewster Travel Canada, Glacier Park, Inc. and Alaska Denali Travel. For more information about Viad and its Marketing & Events Group, visit the company's website at www.viad.com .
 
Forward-Looking Statements
 
As provided by the safe harbor provision under the Private Securities Litigation Reform Act of 1995, Viad cautions readers that, in addition to historical information contained herein, this press release includes certain information, assumptions and discussions that may constitute forward-looking statements. These forward-looking statements are not historical facts, but reflect current estimates, projections, expectations, or trends concerning future growth, operating cash flows, availability of short-term borrowings, consumer demand, new or renewal business, investment policies, productivity improvements, ongoing cost reduction efforts, efficiency, competitiveness, legal expenses, tax rates and other tax matters, foreign exchange rates, and the realization of restructuring cost savings. Actual results could differ materially from those discussed in the forward-looking statements. Viad’s businesses can be affected by a host of risks and uncertainties. Among other things, natural disasters, gains and losses of customers, consumer demand patterns, labor relations, purchasing decisions related to customer demand for exhibition and event services, existing and new competition, industry alliances, consolidation and growth patterns within the industries in which Viad competes, acquisitions, capital allocations, adverse developments in liabilities associated with discontinued operations and any deterioration in the economy, may individually or in combination impact future results. In addition to factors mentioned elsewhere, economic, competitive, governmental, technological, capital marketplace and other factors, including terrorist activities or war, a pandemic health crisis and international conditions, could affect the forward-looking statements in this press release. Additional information concerning business and other risk factors that could cause actual results to materially differ from those in the forward-looking statements can be found in Viad’s annual and quarterly reports filed with the Securities and Exchange Commission.
 
Information about Viad Corp obtained from sources other than the company may be out-of-date or incorrect. Please rely only on company press releases, SEC filings and other information provided by the company, keeping in mind that forward-looking statements speak only as of the date made. Viad undertakes no obligation to update any forward-looking statements, including prior forward-looking statements, to reflect events or circumstances arising after the date as of which the forward-looking statements were made.
 
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