Business Combinations (Tables)

12 Months Ended

Dec. 31, 2024

Summary of Total Purchase Price Paid/Fair Value of Cash and Contingent Consideration Transferred

The total purchase price paid for Former TechTarget is as follows:


	TechTarget
Cash consideration(1)	$	348,971
Aggregate fair value of Informa TechTarget common stock issued for outstanding Former TechTarget common stock (2)		592,707
Replacement equity awards for Former TechTarget's equity awards(3)		9,771
Total consideration	$	951,449

(1)

Represents the total cash consideration paid to Former TechTarget stockholders.

(2)

Represents the aggregate fair value of 29,802,846 shares of Informa TechTarget’s common stock that were issued to Former TechTarget shareholders (including certain equity award holders) as purchase consideration as of the Acquisition Date pursuant to the Transaction Agreement. Informa TechTarget’s common stock did not have a readily observable market price at close. Accordingly, Informa TechTarget derived the per share fair value of Informa TechTarget’s stock based on the Former TechTarget’s quoted share price of $31.54 on Nasdaq at the close of trading on December 2, 2024 less the per share cash consideration of approximately $11.70. Informa TechTarget determined that the value of the cash consideration was already reflected in the quoted share price of Former TechTarget shares at close.

(3)

Represents consideration for replacement of Former TechTarget’s outstanding equity awards. In connection with the Merger, 949,300 Former TechTarget’s unvested restricted stock units (“RSUs”) were replaced by 1,492,858 Informa TechTarget’s RSUs with similar terms and conditions. The fair value of the RSU's was equal to the stock price of Former TechTarget's quoted share price of $31.54 on Nasdaq at the close of trading on December 2, 2024. The portion of the fair value of the replacement awards that will be recognized as compensation expense subsequent to the merger is $33.8 million.

Summary of Fair Value of Assets Acquired and Liabilities Assumed

The following table summarizes the allocation of the purchase price to the fair values assigned to assets acquired and liabilities assumed as of closing:


	TechTarget
Assets acquired
Cash and cash equivalents	$	276,656
Short-term investments		77,539
Accounts receivable		37,604
Prepaid taxes		3,130
Prepaid expenses and other current assets		5,475
Property and equipment		2,800
Intangible assets		575,000
Operating lease assets with right-of-use		12,268
Other assets		650
Total assets acquired	$	991,122

Liabilities assumed
Accounts payable	$	8,073
Convertible senior notes		413,570
Current operating lease liabilities		3,113
Accrued expenses and other current liabilities		18,633
Accrued compensation expenses		3,334
Income taxes payable		4,278
Current contract liabilities		16,411
Non-current operating lease liabilities		12,195
Deferred tax liabilities		124,398
Other liabilities		325
Total liabilities assumed	$	604,330
Total identifiable net assets acquired	$	386,792
Goodwill		564,657
Total consideration	$	951,449

Summary of Allocation of Acquired Intangible Assets and Related Estimates of Useful Lives

The following table reflects the allocation of the acquired intangible assets and related estimate of useful lives:


	Gross Carrying Amount		Useful Life
Customer relationships	$	395,000	17 years
Developed technology		115,000	7 years
Trade names		65,000	16 years
Total	$	575,000

Schedule of Unaudited Pro Forma Financial Information

The following unaudited supplemental pro forma consolidated financial information presents Informa TechTarget’s results of operations for the years ended December 31, 2024 and 2023 as if the acquisition of Former TechTarget had occurred on January 1, 2023.


	Years Ended December 31,
	2024			2023
Revenue	$	490,391		$	482,063
Net loss	$	(165,996	)	$	(112,423	)

Canalys Acquisition [Member]

Business Acquisition [Line Items]

Summary of Total Purchase Price Paid/Fair Value of Cash and Contingent Consideration Transferred

The following summarizes the fair value of the cash and contingent consideration transferred as part of the acquisition of Canalys:


	Canalys
Cash consideration	$	52,606
Capital consideration		5,000
Contingent consideration		3,980
Total consideration	$	61,586

Summary of Fair Value of Assets Acquired and Liabilities Assumed

The following table summarizes the fair value of the assets acquired and liabilities assumed for the Canalys acquisition:


	Canalys
Intangible assets	$	13,935
Accounts receivable		2,878
Prepaid expenses and other current assets		2,363
Cash and cash equivalents		4,776
Contract liabilities		(7,035	)
Deferred tax liabilities		(3,484	)
Other assets and liabilities, net		(1,621	)
Total identifiable net assets acquired	$	11,812
Goodwill		49,774
Total consideration	$	61,586

Industry Dive [Member]

Business Acquisition [Line Items]

Summary of Total Purchase Price Paid/Fair Value of Cash and Contingent Consideration Transferred

The following summarizes the fair value of the cash and contingent consideration transferred as part of the acquisition of Industry Dive:


	Industry Dive
	As Restated
Cash consideration	$	359,287
Contingent consideration (2023 arrangement)		53,300
Contingent consideration (2023-2025 arrangement)		109,800
Total consideration	$	522,387

Summary of Fair Value of Assets Acquired and Liabilities Assumed

The following table summarizes the estimated fair value of the assets acquired and liabilities assumed as of the date of the acquisition of Industry Dive:


	Industry Dive
	As Restated
Acquired intangible assets	$	218,800
Other intangible assets		1,127
Operating lease right-of-use assets		4,636
Accounts receivable		15,722
Prepaid expenses and other current assets		1,961
Cash and cash equivalents		7,954
Deferred tax assets		3,650
Accrued expenses and other current liabilities		(7,119	)
Contract liabilities		(7,973	)
Accrued compensation expenses		(2,390	)
Other liabilities		(1,012	)
Long-term debt		(42,590	)
Operating lease liabilities		(4,636	)
Deferred tax liabilities, net		(57,024	)
Other assets and liabilities, net		(669	)
Total identifiable net assets acquired	$	130,437
Goodwill		391,950
Total consideration	$	522,387