The investment company will buy Agenda 21 for £3.3 million, 65 per cent in cash and 35 per cent in shares.
An additional £8.6 million will be paid out depending on the company’s performance over the next three years.
It is expected to be the first in a series of acquisitions to create a medium-sized business over three to five years. The group will aim to build a digitally-focused network of specialist companies operating in the marketing services, technology and e-commerce sectors across the UK, Europe and the US.
It will be chaired by Peter Scott as executive chairman. Scott, one of the founders of WCRS, left his chairman and chief executive role at Engine Group a year ago after its sale to Lake Capital.
It is believed that he will be joined by Robin Price, the founding financial partner at HHCL & Partners, and has also been chief operating officer at McCann. He is expected to take the chief financial officer role.
The completion of the deal relies on Mithril Capital raising enough money through new shares to fund the acquisition, and a re-admission of the company’s shares to trading on AIM. Trading in the company’s shares are currently suspended. The expected date of completion is the 13 November.
Agenda 21 was founded in 2005 and creates multi-channel campaigns across pay-per-click, natural search, display advertising and other paid media. It also has its own analytics system. The business is currently owned and managed by its founders, Pete Robins and Rhys Williams, who will remain with the business after its sale.
Mithril Capital was listed on the London Stock Exchange in December 2014 but once the deal goes through, it will move to AIM.