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KeyDrive reverses into CentralNic in $55 million deal

CentralNic this morning confirmed that it has signed a deal to merge with KeyDrive to dramatically grow its market share in the registrar and registry markets.

The deal, technically a reverse takeover, is worth up to $55 million, $10.5 million of which is performance-related.

KeyDrive is the holding company for brands including the registrars Key-Systems, Moniker and BrandShelter and the registries OpenRegistry and KSRegistry.

It is by far the bigger player in the registrar space. The combined company will have 7.1 million domains under management, 5.8 million of which will come from the Luxembourg-based firm.

“The acquisition of KeyDrive is transformative for CentralNic, significantly increasing the Company’s scale and giving it significant extra firepower in the domain name industry to rival the traditional major players,” CentralNic CEO Ben Crawford said in a statement.

CentralNic says the deal will make it the 11th-largest registrar in terms of gTLD domains under management and the fifth-largest registry back-end in terms of TLDs managed (which will hit 118).

KeyDrive had 2017 revenue of $58.26 million and adjusted EBITDA of $5.87 million. Operating profit was $4.3 million.

CentralNic had 2017 revenue of £24.3 million ($32.2 million), adjusted EBITDA of £6.6 million ($8.7 million) and operating profit of £1.8 million ($2.4 million). These numbers do not include the £3.2 million-a-year SKNIC business, which CentralNic acquired right at the end of last year.

KeyDrive CEO Alexander Siffrin will become COO of CentralNic and one of its largest shareholders, owning 16.4% of the combined company’s shares.

The acquisition itself is fairly complex.

CentralNic will raise $16.5 million cash in a share placement and it will issue $19.3 million of shares to a holding company majority-owned by Siffrin. The remaining $10.5 million is performance related and may be paid in a combination of cash and shares, mostly shares.

It’s all subject to shareholder approval at an August 1 general meeting.

Assuming the deal closes, CentralNic says its plan is to become the “GoDaddy of Emerging Markets”, though what this means in practice is not immediately clear.

It does seem that there will be some job losses as the company rationalizes staffing across its various locations.

As far as technical integration goes, CentralNic’s registrars will migrate to KeyDrive’s platform and KeyDrive’s registries will migrate to CentralNic’s registry platform.

The potential for a deal was first revealed in March, after a leak. Trading in its shares was halted as a result, but resumed this morning.

CentralNic now managing failing .fan and .fans

CentralNic appears to be acting as a caretaker for the failing new gTLDs .fan and .fans.

IANA records show that a company lawyer took over as administrative contact for the pair late last week.

Asiamix Digital, the original registry, is still listed as the sponsor for both, and its ICANN registry agreement does not appear to have been reassigned.

It does not appear to be an acquisition. I hear Asiamix is basically using CentralNic’s TLD management service, as it struggles to remain alive.

CentralNic already acts as the back-end registry for both TLDs.

ICANN hit Asiamix with a breach notice for tens of thousands of dollars of unpaid fees a month ago, terminating its affiliated registrar for the same reasons around the same time.

The registry had attempted to auction off the strings a couple of years ago, unsuccessfully.

While technically based in Hong Kong, ICANN has been sending Asiamix’s compliance notices to an address in Milan, Italy.

All of Asiamix’s official web sites still appear to be non-functional. I bought the .net address listed in its IANA records to make a silly point a month ago and the equivalent .com has since expired too.

.fans has about 1,400 names in its zone file right now, while .fan never actually launched.

MMX could announce acquisition this week

New gTLD registry MMX could announce plans to be acquired as early as this week.

The company told the markets last week that its delayed 2017 financial results would be announced in “early May”, along with the “conclusion of the strategic review” it has been teasing investors about for almost a year.

The “strategic review”, announced last May, is exploring “how MMX can participate in a broader industry consolidation” including acquisition or merger.

MMX said last week that “constructive discussions continue to progress”.

It has previously described the duration of the negotiations, initially slated to close last September, as “frustrating”.

Unlike AIM-listed rival CentralNic, which has confirmed it is in reverse-takeover talks with KeyDrive, MMX has not revealed which potential buyer(s) it has been talking to.

MMX, also listed on AIM, has a market cap of £69.3 million ($94.3 million) today.

In January, it informally reported that its 2017 billings are expected to be around the $15.6 million mark, allowing the company to hit operating profitability for the first time.

The company runs 25 new gTLDs solo and five more in partnerships with other companies, but by far and a way the best volume performer is .vip, which accounts for well over half of its registrations largely due to its resonance in China.

CentralNic and KeyDrive in merger talks

Kevin Murphy, March 14, 2018, Domain Registries

CentralNic and KeyDrive, two major European domain firms, are in merger talks, CentralNic confirmed this morning.

CentralNic said that the transaction, should it close, would be a “reverse takeover” of itself by KeyDrive.

That’s where a private company, in this case KeyDrive, reverses into a public one, in this case AIM-listed CentralNic.

Luxembourg-based KeyDrive is the holding company for brands including the registrars Key-Systems, Moniker and BrandShelter and the registries OpenRegistry and KSRegistry.

London-based CentralNic is a registry provider for the likes of .xyz, recent acquirer of Slovakian TLD .sk, and owner of registrars Internet.bs and Instra.

CentralNic said: “CentralNic and KeyDrive Group believe that the combination of the two businesses would have strong strategic logic and economies of scale, and would represent an opportunity to create a group with advanced technology platforms delivering significant recurring revenues for every major customer type within the industry.”

If a deal should be struck, it would happen in the second quarter, the company said.

The announcement was made today after news of the talks leaked.

Trading in CentralNic shares has been temporarily suspended.

CentralNic spends $3.3 million on .com portfolios

Kevin Murphy, January 9, 2018, Domain Sales

CentralNic has splashed out £2.5 million ($3.3 million) to bolster its portfolio of domain names for the secondary market.

The company said in a brief statement today that it acquired an unspecified number of domains across “a number of portfolios”. The sellers were not disclosed.

The names were all in .com.

CEO Ben Crawford said the names were acquired “at an attractive discount to current market rates”.

The deals mean London-listed CentralNic might be able to continue to prop up its recurring revenue (registry/registrar) numbers through the sale of premium names, something it still needs to do if it wants to show investors a pleasing growth curve.

That’s assuming it can sell the names at a profit, of course.

Some call this the premium domain “hamster wheel”.