• by Joe Mandese  @mp_joemandese, July 24, 2024

As part of their negotiations related to Informa plc's $1.5 billion bid to acquire Ascential plc, the companies this morning said they have agreed to return the net proceeds on the sale of agency tech startup Hudson MX to Ascential sharheolders if the sales is completed prior to Ascential's merger with Informa.

The agreement, which is subject to the approval of Ascential's board, would pay Ascential shareholders a cash dividend based on the "net sale proceeds" from Hudson MX's sale without reducing whatever cash Ascential shareholders receive from Ascential's overall sale to Informa.

The agreement disclosure says Ascential currently owns a controlling stake of 89.7% of Hudson MX's equity.

While it did not disclose who owns the remaining 10.3%, it presumably is the group of common shareholders including former Hudson MX CEO JT Batson (now CEO and Secretary General of the U.S. Soccer Federation), seed round investors Michale Kassan and his son Alexander Kassan, and possibly others who were part of a restructuring of Hudson MX's equity ownership in February 2023 that canceled the shares of all other common shareholders, including those of Hudson MX employees and contractors who exercised their options agreements.

Ascential originally expected to complete the sale of Hudson MX during the first half of this year, but earlier this month disclosed the sale is "ongoing with multiple parties."

Ascential has not indicated when it expects a sale of Hudson MX to be concluded, but it said it will provide a "further update at or before its forthcoming half year results announcement."

It's not clear how Ascential's sale to Informa would impact an Ascential first half results announcement, but last year's first half results were announced Sept. 22, 2023, and other recent years have been announced as early as July.